G.R. No.

111685, August 20, 2001

DAVAO LIGHT & POWER CO., INC., PETITIONER, VS. THE HON. COURT OF
APPEALS, HON. RODOLFO M. BELLAFLOR, PRESIDING JUDGE OF BRANCH 11,
RTC-CEBU AND FRANCISCO TESORERO, RESPONDENTS.
DECISION

DE LEON, JR., J.:

Before us is a petition for review on certiorari assailing the Decision dated August 31,
1993 rendered by the Sixteenth Division[1] of the Court of Appeals in CA-G.R. SP No.
29996, the dispositive portion of which states:
WHEREFORE, the petition for review filed by Davao Light & Power Co., Inc. is hereby
DENIED
DUE
COURSE
and
the
same
is
DISMISSED.
IT IS SO ORDERED.
The

antecedent

facts

are:

On April 10, 1992, petitioner Davao Light & Power Co., Inc. filed a complaint for
damages[2] against private respondent Francisco Tesorero before the Regional Trial Court
of Cebu City, Branch 11. Docketed as CEB-11578, the complaint prayed for damages in
the
amount
of
P11,000,000.00.
In lieu of an answer, private respondent filed a motion to dismiss [3] claiming that: (a) the
complaint did not state a cause of action; (b) the plaintiff's claim has been extinguished or
otherwise rendered moot and academic; (c) there was non-joinder of indispensable
parties; and (d) venue was improperly laid. Of these four (4) grounds, the last mentioned
is
most
material
in
this
case
at
bar.
On August 3, 1992, the trial court issued a Resolution [4] dismissing petitioner's complaint
on the ground of improper venue. The trial court stated that:
The plaintiff being a private corporation undoubtedly Banilad, Cebu City is the plaintiff's
principal place of business as alleged in the complaint and which for purposes of venue is
considered
as
its
residence.
xxx.
However, in defendant's motion to dismiss, it is alleged and submitted that the principal
office of plaintiff is at "163-165 P. Reyes Street, Davao City as borne out by the Contract

of Lease (Annex 2 of the motion) and another Contract of Lease of Generating

Equipment (Annex 3 of the motion) executed by the plaintiff with the NAPOCOR.
The representation made by the plaintiff in the 2 aforementioned Lease Contracts stating
that its principal office is at "163-165 P. Reyes Street, Davao City" bars the plaintiff from
denying
the
same.
The choice of venue should not be left to plaintiff's whim or caprises [sic]. He may be
impelled by some ulterior motivation in choosing to file a case in a court even if not
allowed
by
the
rules
of
venue.
Another factor considered by the Courts in deciding controversies regarding venue are
considerations of judicial economy and administration, as well as the convenience of the
parties for which the rules of procedure and venue were formulated xxx.
Considering the foregoing, the Court is of the opinion that the principal office of plaintiff
is at Davao City which for purposes of venue is the residence of plaintiff.
Hence,

the

case

should

be

filed

in

Davao

City.

The motion on the ground of improper venue is granted and the complaint DISMISSED
on
that
ground.
SO ORDERED.
Petitioner's motion for reconsideration[5] was denied in an Order[6] dated October 1, 1992.
From the aforesaid resolution and order, petitioner originally filed before this Court on
November 20, 1992 a petition for review on certiorari docketed as G.R. No. 107381. [7]
We declined to take immediate cognizance of the case, and in a Resolution dated January
11, 1993,[8] referred the same to the Court of Appeals for resolution. The petition was
docketed
in
the
appellate
court
as
CA-G.R.
SP
No.
29996.
On August 31, 1993, the Court of Appeals rendered the assailed judgment [9] denying due
course and dismissing the petition. Counsel for petitioner received a copy of the decision
on September 6, 1993.[10] Without filing a motion for reconsideration, petitioner filed the
instant petition, assailing the judgment of the Court of Appeals on the following grounds:
5.01. Respondent Court of Appeals denied petitioner procedural due process by failing to
resolve
the
third
of
the
above-stated
issues.
5.02. Petitioner's right to file its action for damages against private respondent in Cebu

City where its principal office is located, and for which it paid P55,398.50 in docket fees,
may not be negated by a supposed estoppel absent the essential elements of the false
statement having been made to private respondent and his reliance on good faith on the
truth thereof, and private respondent's action or inaction based thereon of such character
as to change his position or status to his injury, detriment or prejudice.
The principal issue in the case at bar involves a question of venue. It is to be
distinguished from jurisdiction, as follows:
Venue and jurisdiction are entirely distinct matters. Jurisdiction may not be conferred by
consent or waiver upon a court which otherwise would have no jurisdiction over the
subject-matter of an action; but the venue of an action as fixed by statute may be changed
by the consent of the parties and an objection that the plaintiff brought his suit in the
wrong county may be waived by the failure of the defendant to make a timely objection.
In either case, the court may render a valid judgment. Rules as to jurisdiction can never
be left to the consent or agreement of the parties, whether or not a prohibition exists
against their alteration.[11]
It is private respondent's contention that the proper venue is Davao City, and not Cebu
City where petitioner filed Civil Case No. CEB-11578. Private respondent argues that
petitioner is estopped from claiming that its residence is in Cebu City, in view of
contradictory statements made by petitioner prior to the filing of the action for damages.
First, private respondent adverts to several contracts [12] entered into by petitioner with the
National Power Corporation (NAPOCOR) where in the description of personal
circumstances, the former states that its principal office is at "163-165 P. Reyes St.,
Davao City." According to private respondent the petitioner's address in Davao City, as
given in the contracts, is an admission which should bind petitioner.
In addition, private respondent points out that petitioner made several judicial admissions
as to its principal office in Davao City consisting principally of allegations in pleadings
filed by petitioner in a number of civil cases pending before the Regional Trial Court of
Davao
in
which
it
was
either
a
plaintiff
or
a
defendant. [13]
Practically the same issue was addressed in Young Auto Supply Co. v. Court of Appeals.[14]
In the aforesaid case, the defendant therein sought the dismissal of an action filed by the
plaintiff, a corporation, before the Regional Trial Court of Cebu City, on the ground of
improper venue. The trial court denied the motion to dismiss; on certiorari before the
Court of Appeals, the denial was reversed and the case was dismissed. According to the
appellate tribunal, venue was improperly laid since the address of the plaintiff was
supposedly in Pasay City, as evidenced by a contract of sale, letters and several
commercial documents sent by the plaintiff to the defendant, even though the plaintiff's

articles of incorporation stated that its principal office was in Cebu City. On appeal, we
reversed the Court of Appeals. We reasoned out thus:
In the Regional Trial Courts, all personal actions are commenced and tried in the
province or city where the defendant or any of the defendants resides or may be found, or
where the plaintiff or any of the plaintiffs resides, at the election of the plaintiff xxx.
There are two plaintiffs in the case at bench: a natural person and a domestic
corporation. Both plaintiffs aver in their complaint that they are residents of Cebu City,
thus:
xxx
The

xxx
Article

of

Incorporation

of

YASCO

xxx
(SEC

Reg.

No.

22083)

states:

"THIRD. That the place where the principal office of the corporation is to be established
or located is at Cebu City, Philippines (as amended on December 20, 1980 and further
amended
on
December
20,
1984)"
xxx.
A corporation has no residence in the same sense in which this term is applied to a natural
person. But for practical purposes, a corporation is in a metaphysical sense a resident of
the place where its principal office is located as stated in the articles of incorporation
(Cohen v. Benguet Commercial Co., Ltd., 34 Phil. 526 [1916] Clavecilla Radio System v.
Antillo, 19 SCRA 379 [1967]). The Corporation Code precisely requires each
corporation to specify in its articles of incorporation the "place where the principal office
of the corporation is to be located which must be within the Philippines" (Sec. 14[3]. The
purpose of this requirement is to fix the residence of a corporation in a definite place,
instead
of
allowing
it
to
be
ambulatory.
In Clavecilla Radio System v. Antillon, 19 SCRA 379 ([1967]), this Court explained why
actions cannot be filed against a corporation in any place where the corporation maintains
its branch offices. The Court ruled that to allow an action to be instituted in any place
where the corporation has branch offices, would create confusion and work untold
inconvenience to said entity. By the same token, a corporation cannot be allowed to file
personal actions in a place other than its principal place of business unless such a place is
also
the
residence
of
a
co-plaintiff
or
a
defendant.
If it was Roxas who sued YASCO in Pasay City and the latter questioned the venue on the
ground that its principal place of business was in Cebu City, Roxas could argue that
YASCO was in estoppel because it misled Roxas to believe that Pasay City was its
principal place of business.
But this is not the case before us.
With the finding that the residence of YASCO for purposes of venue is in Cebu City,

where its principal place of business is located, it becomes unnecessary to decide whether
Garcia is also a resident of Cebu City and whether Roxas was in estoppel from
questioning the choice of Cebu City as the venue. [italics supplied]
The same considerations apply to the instant case. It cannot be disputed that petitioner's
principal office is in Cebu City, per its amended articles of incorporation [15] and by-laws.
[16]
An action for damages being a personal action, [17] venue is determined pursuant to
Rule 4, section 2 of the Rules of Court, to wit:
Venue of personal actions.--All other actions may be commenced and tried where the
plaintiff or any of the principal plaintiffs resides, or where the defendant or any of the
principal defendants resides, or in the case of a non-resident defendant where he may be
found, at the election of the plaintiff.[18]
Private respondent is not a party to any of the contracts presented before us. He is a
complete stranger to the covenants executed between petitioner and NAPOCOR, despite
his protestations that he is privy thereto, on the rather flimsy ground that he is a member
of the public for whose benefit the electric generating equipment subject of the contracts
were leased or acquired. We are likewise not persuaded by his argument that the
allegation or representation made by petitioner in either the complaints or answers it filed
in several civil cases that its residence is in Davao City should estop it from filing the
damage suit before the Cebu courts. Besides there is no showing that private respondent
is a party in those civil cases or that he relied on such representation by petitioner.
WHEREFORE, the instant petition is hereby GRANTED. The appealed decision is
hereby REVERSED and SET ASIDE. The Regional Trial Court of Cebu City, Branch
11 is hereby directed to proceed with Civil Case No. CEB-11578 with all deliberate
dispatch.
No
pronouncement
as
to
costs.
SO ORDERED.