2.phil Export Vs Eusebio

PHILIPPINE EXPORT AND FOREIGN LOAN GUARANTEE CORP.
VS EUSEBIO CONSTRUCTION,
INC.
G.R. No. 140047, July 13, 2004
FACTS:
The State Organization of Buildings (SOB), Ministry of Housing and Construction, Baghdad, Iraq,
awarded the construction of the Institute of Physical Therapy–Medical Rehabilitation Center,
Phase II, in Baghdad, Iraq, (hereinafter the Project) to Ajyal Trading and Contracting Company
(hereinafter Ajyal), a firm duly licensed with the Kuwait Chamber of Commerce. The respondent
spouses Eduardo and Iluminada Santos, in behalf of respondent 3-Plex International, Inc.
(hereinafter 3-Plex), a local contractor engaged in construction business, entered into a joint
venture agreement with Ajyal. Since respondent 3-Plex is not accredited by or registered with
the Philippine Overseas Construction Board (POCB), it assigned and transferred all its rights and
interests under the joint venture agreement to V.P. Eusebio Construction, Inc. (VPECI), a
construction and engineering firm duly registered with the POCB. The SOB required the
contractors to submit (1) a performance bond representing 5% of the total contract price and
(2) an advance payment bond representing 10% of the advance payment to be released upon
signing of the contract. To comply with these requirements, 3-Plex and VPECI applied for the
issuance of a guarantee with petitioner Philguarantee, a government financial institution
empowered to issue guarantees for qualified Filipino contractors to secure the performance of
approved service contracts abroad.
Petitioner Philguarantee approved respondents' application and subsequently issued letters

guarantee to the Rafidain Bank of Baghdad covering the performance and advance payment
bonds but they were not accepted by SOB. Thus, three layers of guarantees had to be arranged.
In compliance with the requirement of SOB, Rafidain Bank, the government Bank of Iraq issued
the required bonds upon the issuance of a counter guarantee by Al Ahli Bank of Kuwait which in
turn was provided by a counter-guarantee by Philguarantee. The latter’s letters of guarantee
were secured by (1) a Deed of Undertaking executed by the respondents VPECI, Eusebio
spouses, Santos spouses and 3-Plex and (2) a surety bond issued by First Integrated Bonding
and Insurance Company, Inc. (FIBICI).
The Project is set to be completed within a period of 547 days or 18 months but because of
some setbacks and difficulties, the Project was not completed as scheduled. The Performance
Bond and Advance Payment Guarantee as well as the surety Bond was also extended or
renewed several times until it was later cancelled. Because of this, Al Ahli Bank of Kuwait paid
Rafidain Bank the sum under its letter of guarantee plus interest thereon and related expenses
and demanded reimbursement from Philguarantee. Respondent VPECI advised the petitioner
not to pay yet Al Ahli Bank because efforts were being exerted for the amicable settlement of
the Project. VPECI also requested the Central Bank to hold in abeyance the payment by the
petitioner Philguarantee. But despite all of these, the Central Bank authorized the remittance
for its account of the amount to Al Ahli Bank representing full payment of the performance
counter-guarantee for VPECI's project in Iraq. Philguarantee thus paid the amount to Al Ahli
Bank of Kuwait and later demanded from respondents full payment of the amount it paid plus
accrued interest, penalty charges and attorney's fees. When the respondents failed to pay, the
petitioner filed a civil case for collection of a sum of money against the respondents before the
RTC of Makati City.
RTC Ruling: The trial court ruled against Philguarantee and held that the latter had no valid
cause of action against the respondents.
CA Ruling: The Court of Appeals affirmed the trial court's decision
ISSUE:
W/N respondent VPECI’s default in its obligations may be determined by the laws of Iraq.
RULING:
Yes. The question of whether there is a breach of an agreement, which

includes default or mora, pertains to the essential or intrinsic validity of a contract.
No conflicts rule on essential validity of contracts is expressly provided for in our laws. The rule
followed by most legal systems, however, is that the intrinsic validity of a contract must be
governed by the lex contractus or "proper law of the contract." This is the law voluntarily
agreed upon by the parties (the lex loci voluntatis) or the law intended by them either expressly
or implicitly (the lex loci intentionis). The law selected may be implied from such factors as
substantial connection with the transaction, or the nationality or domicile of the parties.
Philippine courts would do well to adopt the first and most basic rule in most legal systems,
namely, to allow the parties to select the law applicable to their contract, subject to the
limitation that it is not against the law, morals, or public policy of the forum and that the
chosen law must bear a substantive relationship to the transaction.
It must be noted that the service contract between SOB and VPECI contains no express choice
of the law that would govern it. In the United States and Europe, the two rules that now seem
to have emerged as "kings of the hill" are (1) the parties may choose the governing law; and (2)
in the absence of such a choice, the applicable law is that of the State that "has the most
significant relationship to the transaction and the parties." Another authority proposed that all
matters relating to the time, place, and manner of performance and valid excuses for non-
performance are determined by the law of the place of performance or lex loci solutionis, which
is useful because it is undoubtedly always connected to the contract in a significant way.
In this case, the laws of Iraq bear substantial connection to the transaction, since one of the
parties is the Iraqi Government and the place of performance is in Iraq. Hence, the issue of
whether respondent VPECI defaulted in its obligations may be determined by the laws of Iraq.
However, since that foreign law was not properly pleaded or proved, the presumption of
identity or similarity, otherwise known as the processual presumption, comes into play. Where
foreign law is not pleaded or, even if pleaded, is not proved, the presumption is that foreign law
is the same as ours.

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PHILIPPINE EXPORT AND FOREIGN LOAN GUARANTEE CORP.

Petitioner Philguarantee approved respondents' application and subsequently issued letters

CA Ruling: The Court of Appeals affirmed the trial court's decision

Yes. The question of whether there is a breach of an agreement, which

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