IT has been held that “where a single act or transaction of a foreign corporation is not merely incidental or casual but is of such character as to distinctly indicate a purpose to do other business within the State, such act constitutes doing business within the meaning of statutes prescribing the conditions under which a foreign corporation may be served with summons (Far East Int’l. Import and Export Corp. v. Nankai Kogyo Co. Ltd., 6 SCRA 725 1962).

There is no general rule or governing principle laid down as to what constitutes “doing” or “engaging in” or “transacting” business in the Philippines. Each case must be judged in the light of its peculiar circumstances. The act of corporations should be distinguished from a single or isolated business transaction or occasional, incidental and casual transactions which do not come within the meaning of the law. Where a single act or transaction, however, is not merely incidental or casual but indicates the foreign corporation’s intention to do other business in the Philippines, said single act or transaction constitutes “doing” or “engaging in” or “transacting” business in the Philippines (Top Weld Manufacturing Inc. v. ECED, SA., 138 SCRA 118).

The true test, however, seems to be whether the foreign corporation is continuing the body or substance of the business or enterprise for which it was organized or whether it has substantially retired from it and turned it over to another. (Traction Cos. v. Collectors of Int. Revenue [C.C.A. Ohio], 223 F.984, 987).  Be that as it may, the issue on the suability of a foreign corporation, whether or not doing business in the Philippines, has already been laid to rest. The Court has categorically stated that although a foreign corporation is not doing business in the Philippines, it may be sued for acts done against persons in the Philippines (ibid).

Indeed, if a foreign corporation, not engaged in business in the Philippines, is not barred from seeking redress from courts in the country, a fortiori that same corporation cannot claim exemption from being sued in Philippine courts for acts done against a person or persons in the Philippines (Facilities Management Corporation v. De la Osa, 89 SCRA 131, 1979). Furthermore, even though petitioner objects to the jurisdiction of the Court over its person, the fact that it alleged nonjurisdictional grounds in its pleadings indicates that it has waived lack of jurisdiction of the court (Wang Laboratories Inc. vs. Mendoza, 156 SCRA 631, 1990).

The rule that the doing of a single act does not constitute business within the meaning of statutes prescribing the conditions to be complied with by foreign corporations must be qualified to this extent, that a single act may bring the corporation within the purview of the statute where it is an act of the ordinary business of the corporation (17 Fletchers Cyclopedia Corp., sec. 8470, pp. 572, 573, and authorities cited therein).

If a foreign corporation operates in the Philippines without submitting to our laws, it is only just that it not be allowed to invoke them in our courts when it should need them later for its own protection. While foreign investors are always welcome in this land to collaborate with us for our mutual benefit, they must be prepared as an indispensable condition to respect and be bound by Philippine law in proper cases (Granger Associates vs. Microwave Systems Inc., Loreto F. Steward, et. al., GR 79986, September 14, 1990).

THE government is pursuing air talks with several countries as local airlines are setting their sights on more overseas flights.

Empire sets P8-B capex for Metro Manila projects

EMPIRE East Land Holdings Inc. is setting aside P6 billion to P8 billion in the next five years to fund three projects located near mass transit stations in Metro Manila.

PNOC Energy Development Corp., the Philippines’ largest geothermal power producer, said it may borrow as much as P25 billion this year for expansion and acquisitions.

IN a move to take advantage of the high prices of steel in the world market, listed TKC Steel Corp. (TKC) will start exporting this metal alloy to Saudi Arabia, its president and chief operating officer Anthony Dizon said Tuesday.

THE Court of Appeals (CA) yesterday issued a temporary restraining order   (TRO) enjoining the Nueva Vizcaya government from implementing its cease-and-desist order (CDO) against a government mining project known as Didipio Gold Copper Project,  which is being carried out by its contractor, OceanaGold Philippines Inc.

IT has been held that “where a single act or transaction of a foreign corporation is not merely incidental or casual but is of such character as to distinctly indicate a purpose to do other business within the State, such act constitutes doing business within the meaning of statutes prescribing the conditions under which a foreign corporation may be served with summons (Far East Int’l. Import and Export Corp. v. Nankai Kogyo Co. Ltd., 6 SCRA 725 1962).