EN BANC

[ GR No. 119657, Feb 07, 1997 ]

UNIMASTERS CONGLOMERATION v. CA

DECISION
335 Phil. 415

NARVASA, C.J.:
The appellate proceeding at bar turns upon the interpretation of a stipulation in a
contract governing venue of actions thereunder arising.

On October 28, 1988 Kubota Agri-Machinery Philippines, Inc. (hereafter, simply

KUBOTA) and Unimasters Conglomeration, Inc. (hereafter, simply UNIMASTERS)
entered into a "Dealership Agreement for Sales and Services" of the former's products in
[1]
Samar and Leyte Provinces. The contract contained, among others:
1) a stipulation reading: "** All suits arising out of this Agreement shall be filed
with / in the proper Courts of Quezon City," and

2) a provision binding UNIMASTERS to obtain (as it did in fact obtain) a credit

line with Metropolitan Bank and Trust Co.-Tacloban Branch in the amount of
P2,000,000.00 to answer for its obligations to KUBOTA.

Some five years later, or more precisely on December 24, 1993, UNIMASTERS filed an
action in the Regional Trial Court of Tacloban City against KUBOTA, a certain Reynaldo
Go, and Metropolitan Bank and Trust Company-Tacloban Branch (hereafter, simply
METROBANK) for damages for breach of contract, and injunction with prayer for
temporary restraining order. The action was docketed as Civil Case No. 93-12-241 and
assigned to Branch 6.

On the same day the Trial Court issued a restraining order enjoining METROBANK
from "authorizing or effecting payment of any alleged obligation of ** (UNIMASTERS)
to defendant ** KUBOTA arising out of or in connection with purchases made by
defendant Go against the credit line caused to be established by ** (UNIMASTERS) for
and in the amount of P2 million covered by defendant METROBANK ** or by way of
charging ** (UNIMASTERS) for any amount paid and released to defendant **
(KUBOTA) by the Head Office of METROBANK in Makati, Metro-Manila **." The Court
/
also set the application for preliminary injunction for hearing on January 10, 1994 at
8:30 o'clock in the morning.

On January 4, 1994 KUBOTA filed two motions. One prayed for dismissal of the case on
the ground of improper venue (said motion being set for hearing on January 11, 1994).
The other prayed for the transfer of the injunction hearing to January 11, 1994 because
its counsel was not available on January 10 due to a prior commitment before another
court.

KUBOTA claims that notwithstanding that its motion to transfer hearing had been
granted, the Trial Court went ahead with the hearing on the injunction incident on
January 10, 1994 during which it received the direct testimony of UNIMASTERS'
general manager, Wilford Chan; that KUBOTA's counsel was "shocked" when he learned
of this on the morning of the 11th, but was nonetheless instructed to proceed to cross-
examine the witness; that when said counsel remonstrated that this was unfair, the
Court reset the hearing to the afternoon of that same day, at which time Wilford Chan
was recalled to the stand to repeat his direct testimony. It appears that cross-
examination of Chan was then undertaken by KUBOTA's lawyer with the "express
reservation that ** (KUBOTA was) not (thereby) waiving and/or abandoning its motion
to dismiss;" and that in the course of the cross-examination, exhibits (numbered from 1
to 20) were presented by said attorney who afterwards submitted a memorandum in
lieu of testimonial evidence.[2]

On January 13, 1994, the Trial Court handed down an Order authorizing the issuance of
the preliminary injunction prayed for, upon a bond of P2,000,000.00.[3] And on
February 3, 1994, the same Court promulgated an Order denying KUBOTA's motion to
dismiss. Said the Court:
"The plaintiff UNIMASTERS Conglomeration is holding its principal place of
business in the City of Tacloban while the defendant ** (KUBOTA) is holding its
principal place of business in Quezon City. The proper venue therefore pursuant to
Rules of Court would either be Quezon City or Tacloban City at the election of the
plaintiff. Quezon City and Manila (sic), as agreed upon by the parties in the
Dealership Agreement, are additional places other than the place stated in the
Rules of Court. The filing, therefore, of this complaint in the Regional Trial Court
in Tacloban City is proper."

Both orders were challenged as having been issued with grave abuse of discretion by
KUBOTA in a special civil action of certiorari and prohibition filed with the Court of
Appeals, docketed as CA-G.R. SP No. 33234. It contended, more particularly, that (1)
the RTC had "no jurisdiction to take cognizance of ** (UNIMASTERS') action
considering that venue was improperly laid," (2) UNIMASTERS had in truth "failed /to
prove that it is entitled to the ** writ of preliminary injunction;" and (3) the RTC gravely
erred "in denying the motion to dismiss."[4]

The Appellate Court agreed with KUBOTA that -- in line with the Rules of Court[5] and
this Court's relevant rulings[6] -- the stipulation respecting venue in its Dealership
Agreement with UNIMASTERS did in truth limit the venue of all suits arising
thereunder only and exclusively to "the proper courts of Quezon City."[7] The Court also
held that the participation of KUBOTA's counsel at the hearing on the injunction
incident did not in the premises operate as a waiver or abandonment of its objection to
venue; that assuming that KUBOTA's standard printed invoices provided that the venue
of actions thereunder should be laid at the Court of the City of Manila, this was
inconsequential since such provision would govern "suits or legal actions between
petitioner and its buyers" but not actions under the Dealership Agreement between
KUBOTA and UNIMASTERS, the venue of which was controlled by paragraph No. 7
thereof; and that no impediment precludes issuance of a TRO or injunctive writ by the
Quezon City RTC against METROBANK-Tacloban since the same "may be served on the
principal office of METROBANK in Makati and would be binding on and enforceable
against, METROBANK branch in Tacloban."

After its motion for reconsideration of that decision was turned down by the Court of
Appeals, UNIMASTERS appealed to this Court. Here, it ascribes to the Court of Appeals
several errors which it believes warrant reversal of the verdict, namely:[8]
1) "in concluding, contrary to decisions of this ** Court, that the agreement on
venue between petitioner (UNIMASTERS) and private respondent (KUBOTA)
limited to the proper courts of Quezon City the venue of any complaint filed arising
from the dealership agreement between ** (them);"

2) "in ignoring the rule settled in Philippine Banking Corporation vs. Tensuan,
[9]
that 'in the absence of qualifying or restrictive words, venue stipulations in a
contract should be considered merely as agreement on additional forum, not as
limiting venue to the specified place;" and in concluding, contrariwise, that the
agreement in the case at bar "was the same as the agreement on venue in the
Gesmundo case," and therefore, the Gesmundo case was controlling; and

3) "in concluding, based solely on the self-serving narration of ** (KUBOTA that

its) participation in the hearing for the issuance of a ** preliminary injunction did
not constitute waiver of its objection to venue."

The issue last mentioned, of whether or not the participation by the lawyer of KUBOTA
at the injunction hearing operated as a waiver of its objection to venue, need not occupy
the Court too long. The record shows that when KUBOTA's counsel appeared before the /
Trial Court in the morning of January 11, 1994 and was then informed that he should
cross-examine UNIMASTERS' witness, who had testified the day before, said counsel
drew attention to the motion to dismiss on the ground of improper venue and insistently
attempted to argue the matter and have it ruled upon at the time; and when the Court
made known its intention (a) "to (resolve first the) issue (of) the injunction then rule on
the motion to dismiss," and (b) consequently its desire to forthwith conclude the
examination of the witness on the injunction incident, and for that purpose reset the
hearing in the afternoon of that day, the 11th, so that the matter might be resolved
before the lapse of the temporary restraining order on the 13th, KUBOTA's lawyer told
the Court: "Your Honor, we are not waiving our right to submit the Motion to Dismiss."
[10] It is plain that under these circumstances, no waiver or abandonment can be
imputed to KUBOTA.

The essential question really is that posed in the first and second assigned errors, i.e.,
what construction should be placed on the stipulation in the Dealership Agreement that
"(a)ll suits arising out of this Agreement shall be filed with/in the proper Courts of
Quezon City."

Rule 4 of the Rules of Court sets forth the principles generally governing the venue of
actions, whether real or personal, or involving persons who neither reside nor are found
in the Philippines or otherwise. Agreements on venue are explicitly allowed. "By written
agreement of the parties the venue of an action may be changed or transferred from one
province to another."[11] Parties may by stipulation waive the legal venue and such
waiver is valid and effective being merely a personal privilege, which is not contrary to
public policy or prejudicial to third persons. It is a general principle that a person may
renounce any right which the law gives unless such renunciation would be against public
policy.[12]

Written stipulations as to venue may be restrictive in the sense that the suit may be filed
only in the place agreed upon, or merely permissive in that the parties may file their suit
not only in the place agreed upon but also in the places fixed by law (Rule 4,
specifically). As in any other agreement, what is essential is the ascertainment of the
intention of the parties respecting the matter.
Since convenience is the raison d'etre of the rules of venue,[13] it is easy to accept the
proposition that normally, venue stipulations should be deemed permissive merely, and
that interpretation should be adopted which most serves the parties' convenience. In
other words, stipulations designating venues other than those assigned by Rule 4 should
be interpreted as designed to make it more convenient for the parties to institute actions
arising from or in relation to their agreements; that is to say, as simply adding to or
expanding the venues indicated in said Rule 4.

/
On the other hand, because restrictive stipulations are in derogation of this general
policy, the language of the parties must be so clear and categorical as to leave no doubt
of their intention to limit the place or places, or to fix places other than those indicated
in Rule 4, for their actions. This is easier said than done, however, as an examination of
precedents involving venue covenants will immediately disclose.

In at least thirteen (13) cases, this Court construed the venue stipulations involved as
merely permissive. These are:

1. Polytrade Corporation v. Blanco, decided in 1969.[14] In this case, the venue

stipulation was as follows:

"The parties agree to sue and be sued in the Courts of Manila."

This Court ruled that such a provision "does not preclude the filing of suits in the
residence of the plaintiff or the defendant. The plain meaning is that the parties merely
consented to be sued in Manila. Qualifying or restrictive words which would indicate
that Manila and Manila alone is the venue are totally absent therefrom. It simply is
permissive. The parties solely agreed to add the courts of Manila as tribunals to which
they may resort. They did not waive their right to pursue remedy in the courts
specifically mentioned in Section 2(b) of Rule 4."

The Polytrade doctrine was reiterated expressly or implicitly in subsequent cases,

numbering at least ten (10).

2. Nicolas v. Reparations Commission, decided in 1975.[15] In this case, the

stipulation on venue read:

"** (A)ll legal actions arising out of this contract ** may be brought in and submitted to
the jurisdiction of the proper courts in the City of Manila."
This Court declared that the stipulation does not clearly show the intention of the
parties to limit the venue of the action to the City of Manila only. "It must be noted
that the venue in personal actions is fixed for the convenience of the plaintiff and
his witnesses and to promote the ends of justice. We cannot conceive how the
interest of justice may be served by confining the situs of the action to Manila,
considering that the residences or offices of all the parties, including the situs of the
acts sought to be restrained or required to be done, are all within the territorial
jurisdiction of Rizal. ** Such agreements should be construed reasonably and
should not be applied in such a manner that it would work more to the
inconvenience of the parties without promoting the ends of justice."
/
[16]
3. Lamis Ents. v. Lagamon, decided in 1981.[16] Here, the stipulation in the
promissory note and the chattel mortgage specifed Davao City as the venue.
The Court, again citing Polytrade, stated that the provision "does not preclude the
filing of suits in the residence of plaintiff or defendant under Section 2(b), Rule 4,
Rules of Court, in the absence of qualifying or restrictive words in the agreement
which would indicate that the place named is the only venue agreed upon by the
parties. The stipulation did not deprive ** (the affected party) of his right to pursue
remedy in the court specifically mentioned in Section 2(b) of Rule 4, Rules of
Court. Renuntiato non praesumitur."

4. Capati v. Ocampo, decided in 1982.[17] In this case, the provision of the contract
relative to venue was as follows:

" ** (A)ll actions arising out, or relating to this contract may be instituted in the
Court of First Instance of the City of Naga."

The Court ruled that the parties "did not agree to file their suits solely and
exclusively with the Court of First Instance of Naga;" they "merely agreed to submit
their disputes to the said court without waiving their right to seek recourse in the
court specifically indicated in Section 2 (b), Rule 4 of the Rules of Court."

5. Western Minolco v. Court of Appeals, decided in 1988.[18] Here, the provision

governing venue read:
"The parties stipulate that the venue of the actions referred to in Section 12.01 shall
be in the City of Manila."

The court restated the doctrine that a stipulation in a contract fixing a definite place for
the institution of an action arising in connection therewith, does not ordinarily
supersede the general rules set out in Rule 4, and should be construed merely as an
agreement on an additional forum, not as limiting venue to the specified place.

6. Moles v. Intermediate Appellate Court, decided in 1989.[19] In this proceeding,

the Sales Invoice of a linotype machine stated that the proper venue should be Iloilo.

/
 This Court held that such an invoice was not the contract of sale of the linotype
machine in question; consequently the printed provisions of the invoice could not
have been intended by the parties to govern the sale of the machine, especially
since said invoice was used for other types of transactions. This Court said: "It is
obvious that a venue stipulation, in order to bind the parties, must have been
intelligently and deliberately intended by them to exclude their case from the
reglementary rules on venue. Yet, even such intended variance may not necessarily
be given judicial approval, as, for instance, where there are no restrictive or
qualifying words in the agreement indicating that venue cannot be laid in any place
other than that agreed upon by the parties, and in contracts of adhesion."

7. Hongkong and Shanghai Banking Corp. v. Sherman, decided in 1989.[20] Here the
stipulation on venue read:

" ** (T)his guarantee and all rights, obligations and liabilities arising hereunder
shall be construed and determined under and may be enforced in accordance with
the laws of the Republic of Singapore. We hereby agree that the Courts in
Singapore shall have jurisdiction over all disputes arising under this guarantee **."

This Court held that due process dictates that the stipulation be liberally construed.
The parties did not thereby stipulate that only the courts of Singapore, to the
exclusion of all the others, had jurisdiction. The clause in question did not operate
to divest Philippine courts of jurisdiction.

8. Nasser v. Court of Appeals, decided in 1990,[21] in which the venue stipulation in

the promissory notes in question read:
" ** (A)ny action involving the enforcement of this contract shall be brought within
the City of Manila, Philippines."

The Court's verdict was that such a provision does not as a rule supersede the
general rule set out in Rule 4 of the Rules of Court, and should be construed merely
as an agreement on an additional forum, not as limiting venue to the specified
place.

9. Surigao Century Sawmill Co., Inc. v. Court of Appeals, decided in 1993:[22] In this
case, the provision concerning venue was contained in a contract of lease of a barge, and
read as follows:

/
 " ** (A)ny disagreement or dispute arising out of the lease shall be settled by the
parties in the proper court in the province of Surigao del Norte."

The venue provision was invoked in an action filed in the Regional Trial Court of
Manila to recover damages arising out of marine subrogation based on a bill of
lading. This Court declared that since the action did not refer to any disagreement
or dispute arising out of the contract of lease of the barge, the venue stipulation in
the latter did not apply; but that even assuming the contract of lease to be
applicable, a statement in a contract as to venue does not preclude the filing of
suits at the election of the plaintiff where no qualifying or restrictive words indicate
that the agreed place alone was the chosen venue.

10. Philippine Banking Corporation v. Hon. Salvador Tensuan, etc., Circle Financial
Corporation, et al., decided in 1993.[23] Here, the stipulation on venue was contained in
promissory notes and read as follows:

"I/We hereby expressly submit to the jurisdiction of the courts of Valenzuela any
legal action which may arise out of this promissory note."

This Court held the stipulation to be merely permissive since it did not lay the
venue in Valenzuela exclusively or mandatorily. The plain or ordinary import of the
stipulation is the grant of authority or permission to bring suit in Valenzuela; but
there is not the slightest indication of an intent to bar suit in other competent
courts. The Court stated that there is no necessary or customary connection
between the words "any legal action" and an intent strictly to limit permissible
venue to the Valenzuela courts. Moreover, since the venue stipulations include no
qualifying or exclusionary terms, express reservation of the right to elect venue
under the ordinary rules was unnecessary in the case at bar. The Court made clear
that "to the extent Bautista and Hoechst Philippines are inconsistent with
Polytrade (an en banc decision later in time than Bautista) and subsequent cases
reiterating Polytrade, Bautista and Hoechst Philippines have been rendered
obsolete by the Polytrade line of cases."

11. Philippine Banking Corporation v. Hon. Salvador Tensuan, etc., Brinell Metal
Works Corp., et al., decided in 1994:[24] In this case the subject promissory notes
commonly contained a stipulation reading:

/
 "I/we expressly submit to the jurisdiction of the courts of Manila, any legal action
which may arise out of this promissory note."

the Court restated the rule in Polytrade that venue stipulations in a contract, absent
any qualifying or restrictive words, should be considered merely as an agreement
on additional forum, not limiting venue to the specified place. They are not
exclusive, but rather, permissive. For to restrict venue only to that place stipulated
in the agreement is a construction purely based on technicality; on the contrary,
the stipulation should be liberally construed. The Court stated: "The later cases of
Lamis Ents v. Lagamon [108 SCRA 1981], Capati v. Ocampo [113 SCRA 794 [1982],
Western Minolco v. Court of Appeals [167 SCRA 592 [1988], Moles v. Intermediate
Appellate Court [169 SCRA 777 [1989], Hongkong and Shanghai Banking
Corporation v. Sherman [176 SCRA 331], Nasser v. Court of Appeals [191 SCRA 783
[1990] and just recently, Surigao Century Sawmill Co. v. Court of Appeals [218
SCRA 619 [1993], all treaded the path blazed by Polytrade. The conclusion to be
drawn from all these is that the more recent jurisprudence shall properly be
deemed modificatory of the old ones."

The lone dissent observed: "There is hardly any question that a stipulation of
contracts of adhesion, fixing venue to a specified place only, is void for, in such
cases, there would appear to be no valid and free waiver of the venue fixed by the
Rules of Courts. However, in cases where both parties freely and voluntarily agree
on a specified place to be the venue of actions, if any, between them, then the only
considerations should be whether the waiver (of the venue fixed by the Rules of
Court) is against public policy and whether the parties would suffer, by reason of
such waiver, undue hardship and inconvenience; otherwise, such waiver of venue
should be upheld as binding on the parties. The waiver of venue in such cases is
sanctioned by the rules on jurisdiction."

Still other precedents adhered to the same principle.

12. Tantoco v. Court of Appeals, decided in 1977.[25] Here, the parties agreed in their
sales contracts that the courts of Manila shall have jurisdiction over any legal action
arising out of their transaction. This Court held that the parties agreed merely to add the
courts of Manila as tribunals to which they may resort in the event of suit, to those
indicated by the law: the courts either of Rizal, of which private respondent was a
resident, or of Bulacan, where petitioner resided.

13. Sweet Lines, Inc. v. Teves, promulgated in 1987.[26] In this case, a similar
stipulation on venue, contained in the shipping ticket issued by Sweet Lines, Inc. (as
/
Condition 14) --

" ** that any and all actions arising out or the condition and provisions of this
ticket, irrespective of where it is issued, shall be filed in the competent courts in the
City of Cebu"

-- was declared unenforceable, being subversive of public policy. The Court

explained that the philosophy on transfer of venue of actions is the convenience of
the plaintiffs as well as his witnesses and to promote the ends of justice; and
considering the expense and trouble a passenger residing outside of Cebu City
would incur to prosecute a claim in the City of Cebu, he would most probably
decide not to file the action at all.

On the other hand, in the cases hereunder mentioned, stipulations on venue were held
to be restrictive, or mandatory.

1. Bautista vs. De Borja, decided in 1966.[27] In this case, the contract provided that
in case of any litigation arising therefrom or in connection therewith, the venue of the
action shall be in the City of Manila. This Court held that without either party reserving
the right to choose the venue of action as fixed by law, it can reasonably be inferred that
the parties intended to definitely fix the venue of the action, in connection with the
contract sued upon in the proper courts of the City of Manila only, notwithstanding that
neither party is a resident of Manila.

2. Gesmundo v. JRB Realty Corporation, decided in 1994.[28] Here the lease

contract declared that

" ** (V)enue for all suits, whether for breach hereof or damages or any cause
between the LESSOR and LESSEE, and persons claiming under each, ** (shall be)
the courts of appropriate jurisdiction in Pasay City. . ."

This Court held that: "(t)he language used leaves no room for interpretation. It
clearly evinces the parties' intent to limit to the 'courts of appropriate jurisdiction
of Pasay City' the venue for all suits between the lessor and the lessee and those
between parties claiming under them. This means a waiver of their right to
institute action in the courts provided for in Rule 4, sec. 2(b)."

3. Hoechst Philippines, Inc. v. Torres,[29] decided much earlier, in 1978, involved a

strikingly similar stipulation, which read:

/
" ** (I)n case of any litigation arising out of this agreement, the venue of any action
shall be in the competent courts of the Province of Rizal."

This Court held: "No further stipulations are necessary to elicit the thought that
both parties agreed that any action by either of them would be filed only in the
competent courts of Rizal province exclusively."

[30]
4. Villanueva v. Mosqueda, decided in 1982. In this case, it was stipulated
that if the lessor violated the contract of lease he could be sued in Manila, while if it
was the lessee who violated the contract, the lessee could be sued in Masantol,
Pampanga. This Court held that there was an agreement concerning venue of
action and the parties were bound by their agreement. "The agreement as to venue
was not permissive but mandatory."

[31]
5. Arquero v. Flojo, decided in 1988. The condition respecting venue -- that
any action against RCPI relative to the transmittal of a telegram must be brought in
the courts of Quezon City alone -- was printed clearly in the upper front portion of
the form to be filled in by the sender. This Court held that since neither party
reserved the right to choose the venue of action as fixed by Section 2 [b], Rule 4, as
is usually done if the parties mean to retain the right of election so granted by Rule
4, it can reasonably be inferred that the parties intended to definitely fix the venue
of action, in connection with the written contract sued upon, in the courts of
Quezon City only.

An analysis of these precedents reaffirms and emphasizes the soundness of the

Polytrade principle. Of the essence is the ascertainment of the parties' intention in
their agreement governing the venue of actions between them. That ascertainment
must be done keeping in mind that convenience is the foundation of venue
regulations, and that that construction should be adopted which most conduces
thereto. Hence, the invariable construction placed on venue stipulations is that
they do not negate but merely complement or add to the codal standards of Rule 4
of the Rules of Court. In other words, unless the parties make very clear, by
employing categorical and suitably limiting language, that they wish the venue of
actions between them to be laid only and exclusively at a definite place, and to
disregard the prescriptions of Rule 4, agreements on venue are not to be regarded
as mandatory or restrictive, but merely permissive, or complementary of said rule.
The fact that in their agreement the parties specify only one of the venues
mentioned in Rule 4, or fix a place for their actions different from those specified
by said rule, does not, without more, suffice to characterize the agreement as a
restrictive one. There must, to repeat, be accompanying language clearly and
categorically expressing their purpose and design that actions between them be
/
litigated only at the place named by them,[32] regardless of the general precepts of
Rule 4; and any doubt or uncertainty as to the parties' intentions must be resolved
against giving their agreement a restrictive or mandatory aspect. Any other rule
would permit of individual, subjective judicial interpretations without stable
standards, which could well result in precedents in hopeless inconsistency.

The record of the case at bar discloses that UNIMASTERS has its principal place of
business in Tacloban City, and KUBOTA, in Quezon City. Under Rule 4, the venue
of any personal action between them is "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."[33] In other words, Rule 4 gives
UNIMASTERS the option to sue KUBOTA for breach of contract in the Regional
Trial Court of either Tacloban City or Quezon City.

But the contract between them provides that " ** All suits arising out of this
Agreement shall be filed with/in the proper Courts of Quezon City," without
mention of Tacloban City. The question is whether this stipulation had the effect of
effectively eliminating the latter as an optional venue and limiting litigation
between UNIMASTERS and KUBOTA only and exclusively to Quezon City.

In light of all the cases above surveyed, and the general postulates distilled
therefrom, the question should receive a negative answer. Absent additional words
and expressions definitely and unmistakably denoting the parties' desire and
intention that actions between them should be ventilated only at the place selected
by them, Quezon City -- or other contractual provisions clearly evincing the same
desire and intention -- the stipulation should be construed, not as confining suits
between the parties only to that one place, Quezon City, but as allowing suits either
in Quezon City or Tacloban City, at the option of the plaintiff (UNIMASTERS in
this case).

One last word, respecting KUBOTA's theory that the Regional Trial Court had "no
jurisdiction to take cognizance of ** (UNIMASTERS') action considering that
venue was improperly laid." This is not an accurate statement of legal principle. It
equates venue with jurisdiction; but venue has nothing to do with jurisdiction,
except in criminal actions. This is fundamental.[34] The action at bar, for the
recovery of damages in an amount considerably in excess of P20,000.00, is
assuredly within the jurisdiction of a Regional Trial Court.[35] Assuming that
venue were improperly laid in the Court where the action was instituted, the
Tacloban City RTC, that would be a procedural, not a jurisdictional impediment --
precluding ventilation of the case before that Court of wrong venue
notwithstanding that the subject matter is within its jurisdiction. However, if the
/
[36]
 objection to venue is waived by the failure to set it up in a motion to dismiss,[36]
the RTC would proceed in perfectly regular fashion if it then tried and decided the
action.

This is true also of real actions. Thus, even if a case "affecting title to, or for
recovery of possession, or for partition or condemnation of, or foreclosure of
mortgage on, real property"[37] were commenced in a province or city other than
that "where the property or any part thereof lies,"[38] if no objection is seasonably
made in a motion to dismiss, the objection is deemed waived, and the Regional
Trial Court would be acting entirely within its competence and authority in
proceeding to try and decide the suit.[39]

WHEREFORE, the appealed judgment of the Court of Appeals is REVERSED, the Order
of the Regional Trial Court of Tacloban City, Branch 6, dated February 3, 1994, is
REINSTATED and AFFIRMED, and said Court is DIRECTED to forthwith proceed with
Civil Case No. 93-12-241 in due course.
SO ORDERED.

Padilla, Davide, Jr., Romero, Bellosillo, Melo, Puno, Vitug, Kapunan, Mendoza,
Francisco, Hermosisima, Jr. Panganiban, and Torres, Jr., JJ., concur.
Regalado, J., See concurring opinion.

[1]
The facts set out in this and succeeding paragraphs are taken mainly from the
challenged Decision of the Court of Appeals of January 6, 1995: SEE Rollo, pp.13, 14.

[2]
Rollo, pp. 14,15, 65, 111-114.

[3]
Id., pp. 111-114

[4]
Id., p. 32

[5]
Sec. 3, Rule 4

[6]
Gesmundo, et al. v. JRB Realty Corporation, et al., 234 SCRA 153 (1994) (citing
Hoechst Philippines, Inc. v. Torres, 83 SCRA 297 and Villanueva v. Mosqueda, 115 SCRA
904, and distinguishing the same from Polytrade Corporation v. Blanco, 30 SCRA 18,
Western Minolco Corp. v. Court of Appeals, 167 SCRA 592 and Nasser v. Court of
Appeals, 191 SCRA 783); and Limjap v. Aninas, 134 SCRA 87
/
[7] DECISION promulgated on January 6, 1995; reconsideration denied by Resolution
of February 28, 1995

[8] Rollo, pp.16-17

[9] 230 SCRA 413, 420-421

[10] Rollo. pp. 45-61

[11] Sec. 3, Rule 4, Rules of Court

[12] Bautista v. De Borja,18 SCRA 474 [1966], citing Central Azucarera de Tarlac v. De
Leon, 56 Phil 169 [1931]

[13] Uy v. Contreras, 237 SCRA 167 [1994]; Sweet Lines, Inc. v. Teves, 83 SCRA 361
[1978]; Nicolas v. Reparations Commission, et al, 64 SCRA 111 [1975]

[14] 30 SCRA 187

[15] 64 SCRA 110, citing Polytrade v. Blanco, 30 SCRA 187 [1969]

[16] 108 SCRA 740

[17] 113 SCRA 794, citing Nicolas v. Reparations Commission, 64 SCRA 110 (fn. 14,
supra)

[18] 167 SCRA 592, citing Polytrade Corp. v. Blanco, 30 SCRA 187; Ents v. Lagamon,
108 SCRA 740; Nicolas v. Reparations Commission, 64 SCRA 110, Tantoco v. C.A., et al,
77 SCRA 225

[19] 169 SCRA 777, citing Polytrade Corp. v. Blanco, 30 SCRA 187, and Sweet Lines, Inc.
v. Teves, et al., 83 SCRA 361 supra

[20] 176 SCRA 331, citing Polytrade v. Blanco, supra., and Ents v. Lagamon, supra

[21]191 SCRA 783, citing Western Minolco Corp. v. Court of Appeals, supra

[22] 218 SCRA 619, citing Polytrade Corp. v. Blanco, supra

[23] 228 SCRA 387

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[24] 230 SCRA 413, citing inter alia Tantoco v. Court of Appeals, 77 SCRA 225 (1977),
etc

[25] 77 SCRA 225 N.B. No reference was made to the Polytrade doctrine

[26] 83 SCRA 361. The decision was handed down on May 19, 1987, the day following
the promulgation on May 18, 1987 of the judgment in Hoechst Philippines Inc. v Torres

[27] 18 SCRA 474

[28] 234 SCRA 153

[29] 83 SCRA 297

[30] 115 SCRA 904

[31] 168 SCRA 540, citing Bautista v. De Borja, 18 SCRA 474 [1966] and Central
Azucarera de Tarlac v. De Leon, 56 Phil. 169 [1931])

[32] E.g. -- "only," "solely," "exclusively in this court," "in no other court save -- ,"
"particularly," "nowhere else but/except -- ," etc.

[33] Sec. 2 (b)

[34] Venue is a procedural, not a jurisdictional matter. SEE Moran, Comments on the
Rules, Vol. 1, 1979 ed., pp. 235-236, citing Luna v. Carandang, 26 SCRA 306 (1968) and
Caltex (Phil.) Inc. v. Go, 24 SCRA 1013 (1968); Regalado, Remedial Law Compendium,
Vol. 1, 5th Revised Ed., p. 77, citing Vda. de Suan, et al. v. Cui, et al., L-35336, Oct. 27,
1983. In criminal cases, venue is jurisdictional. Peo. v. Mercado, 65 Phil. 665 (1938);
Peo v. Intia, et al., 70 SCRA 460 (1976), citing Lopez v. City Judge, 18 SCRA 616 (1966),
in turn citing U.S. v. Pagdayuman, 5 Phil. 265 (1905), Beltran v. Ramos, 96 Phil. 149
(1954), Ragpala v. Justice of the Peace of Tubod, 109 Phil. 373 (1960), Peo. v Yumang, 11
SCRA 297 (1964), and Peo. v. San Antonio, 14 SCRA 63 (1965).

[35] Sec.19 (8), B.P. 129, The Judiciary Reorganization Act of 1980

[36] Sec. 4, Rule 4

[37] Sec. 19 (2) provides that cases of this nature are within the Regional Trial Courts'
"exclusive original jurisdiction * * except actions for forcible entry into and unlawful
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detainer of lands or buildings, original jurisdiction over which is conferred upon
Metropolitan Trial Courts, Municipal Trial Courts, and Municipal Circuit Trial Courts
**. "

[38] Sec.2 (a), Rule 4

[39] Sec. 19 (2), B.P. 129, pertinently provides that "Regional Trial Courts shall exercise
exclusive original jurisdiction ** ** In all civil actions which involve title to, or
possession of, real property, or any interest therein, except actions for forcible entry into
and unlawful detainer of lands and buildings **." SEE Eusebio v. Eusebio, 70 SCRA 268
(1978); Luna v. Carandang, supra, and Caltex (Phil.), Inc. v. Go, supra; Claridades v.
Mercader,1 17 SCRA 1 (1966); Ocampo v. Domingo, 38 SCRA (1971).

SEPARATE CONCURRING OPINION