G.R. No. L-56763 – 204 Phil. 693 – 119 SCRA 367 – Mercantile Law – Corporation Law – Business Address
Remedial Law – Civil Procedure – Venue of Actions
In 1979, Tyson Enterprises, Inc. filed a collection suit against Universal Parts Supply Corporation and its president John Sy. The suit was filed in Pasig, Rizal. John Sy filed a motion to file for a bill of particulars which was denied. Subsequently, Sy filed a motion to dismiss on the ground of improper venue. Sy alleged that Tyson Enterprises should have filed the case either in Bacolod City (business address of Universal Parts) or in Manila (business address of Tyson Enterprises). Sy alleged that it is improper for Tyson Enterprises to file the case in Pasig even if it is the residence of Tyson’s president and general manager, Dominador Ti.
The trial court as well as the Court of Appeals denied Sy’s motion on the ground that he waived the defense of improper venue when he filed his motion to file for a bill of particulars; that the prior motion placed Sy under the jurisdiction of the trial court.
ISSUE: Whether or not a plaintiff-corporation may file a civil case not in its business address nor the business address/residence of the defendant but in the place of residence of its incorporators/officers.
HELD: No. A corporation has a separate and distinct personality from its incorporators. Its place of business is its residence and not the residence of its president or any other officer. Hence, venue is improperly laid in this case. The trial court of Pasig has no jurisdiction.
Anent the issue that there was a waiver, as a rule, the defense of improper venue is waived if it is not alleged in a motion to dismiss. In the case at bar, Sy was able to file his motion to dismiss in a timely manner. It is of no moment that there was a prior motion for a bill of particulars that was filed. There is nothing in the rule that states that no other motion should have been filed prior to filing a motion to dismiss before a motion to dismiss grounded on improper venue may be allowed.
