THIRD DIVISION Basic is the rule regarding propriety of venue in actions involving private juridical
entities that the principal place of business of a corporation determines its residence or
[G.R. No. 183843 : January 19, 2011]
GOLDEN ARCHES DEVELOPMENT CORPORATION, Petitioner, v. ST. FRANCIS SQUARE
HOLDINGS, INC., Respondent.
DECISION
CARPIO MORALES, J.:
In June 1991, Golden Arches Development Corporation (petitioner) entered into a lease
contract over a property owned by Prince City Realty, Inc. located at the corner of Julia
Vargas Avenue and Bank Drive, Ortigas Center, Mandaluyong City.
The lease contract commenced on June 27, 1991 and was to terminate on February 27,
2008. On November 2, 2006, however, petitioner informed St. Francis Square Holdings,
Inc. (respondent), successor-in-interest of ASB Holdings, Inc. by which Prince Realty, Inc.
eventually became known, of its intention to discontinue the lease.
Amicable negotiations between the parties having failed, respondent filed on May 4,
2007 an action for breach of contract and damages against petitioner before the Regional
Trial Court (RTC) of Mandaluyong. cralaw library
Petitioner filed a Motion to Dismiss for lack of cause of action and improper venue. It
claimed that respondent maintained its principal address in Makati as records of the
Securities and Exchange Commission (SEC) in 2007 show, viz: Cover Sheet of Amended
Articles of Incorporation1 (wherein it is stated that the business address of ASB Holdings
Inc. is at Makati), Company Relationship Information Sheet, and Director's Certificate
dated February 3, 2007 stating that ASB Holdings, Inc., with principal address at Makati,
had amended its Articles of Incorporation by renaming it (ASB Holdings, Inc.) to St.
Francis Square Holdings, Inc., respondent herein, hence, the complaint should have been
filed in Makati. By filing the complaint in Mandaluyong, petitioner concluded that
respondent violated Section 2, Rule 4 of the Rules of Court which provides:
Sec. 2. Venue of personal actions. - All other actions may be commenced and tried where
the plaintiff or any of the principal plaintiff resides, or where the defendant or any of the
principal defendant resides, or in the case of a non-resident defendant where he may be
found, at the election of the plaintiff. (underscoring supplied)
Opposing the Motion to Dismiss, respondent claimed that it had closed down its office in
Makati effective December 31, 2005 as it now holds office in Mandaluyong City of which
petitioner is aware.cralawlibra ry
By Order of August 21, 2007,2 Branch 212 of the Mandaluyong RTC denied the motion to
dismiss in this wise: chanrobleslawl ibrary
. . . [P]laintiff's[-herein respondent's] Articles of Incorporation having stated [that] its
principal office is located in Metro Manila, this Court is of the opinion that venue was
properly laid considering that the instant case was filed in Mandaluyong Cty which is
part or a place within Metro Manila. cralawl ibrary
domicile such that the place indicated in petitioner's Articles of Incorporation becomes
controlling in determining the venue.3
Petitioner moved to reconsider the denial of the motion, pointing out that respondent
violated SEC Memorandum Circular No. 03 dated February 16, 2006, the relevant portion
of which reads: chanrobleslaw library
In line with the "full disclosure" requirement of existing laws, all corporations and
partnerships applying for registration with the Securities and Exchange Commission
crala wlibra ry
should state in their Articles of Incorporation or Articles of Partnership the (i) specific
address of their principal office, which shall include, if feasible, the street name,
barangay, city or municipality; and (ii) specific residence address of each incorporator,
stockholder, director, trustee, or partner. cralawlibrary
cralawlibra ry
"Metro Manila" shall no longer be allowed as address of the principal office.
(emphasis and underscoring supplied)
Albeit in respondent's Amended Articles of Incorporation which was filed in 2007, after
the above-stated SEC circular had been issued, it still indicated its principal office
address to be "Metro Manila," the trial court just the same denied petitioner's motion for
reconsideration by Order of November 12, 2007.4
On petition for certiorari and prohibition, the Court of Appeals, by Decision of July 22,
2008,5 affirmed the trial court's order, hence, the present petition for review on
certiorari. cralawlibra ry
The petition fails. cralawl ibrary
Venue, in essence, concerns a rule of procedure. In personal actions, it is fixed for the
chanroble slaw libra ry
greatest possible convenience of the plaintiff and his witnesses,6 and to promote the ends
of justice.
cralawlibrary
Respondent's complaint, being one for enforcement of contractual provisions and
recovery of damages, is in the nature of a personal action which, under Section 2, Rule 4
of the Rules of Court,7 shall be filed at the plaintiff's residence. Specifically with respect
to a domestic corporation, it is "in a metaphysical sense a resident of the place where its
principal office is located as stated in the articles of incorporation."8
The letters of petitioner itself to respondent dated November 2, 2006, December 18,
2006 and January 2, 2007 indicate the address of respondent to be at St. Francis Square
Mall, Julia Vargas, Ortigas Center, just as the letters of respondent to petitioner before the
filing of the complaint on May 4, 2007 indicate its (respondent's) address to be at St.
Francis Square Mall, Julia Vargas, Ortigas Center. Petitioner was thus put on notice that
at the respondent's filing of the complaint, the latter's business address has been at
Mandaluyong. cralawlibra ry
IN FINE, although respondent's Amended Articles of Incorporation of 2007 indicates that
its principal business address is at "Metro Manila", venue was properly laid in
Mandaluyong since that is where it had actually been "residing" (or holding its principal
office) at the time it filed its complaint. Section 2, Rule 4 of the Rules of Court, quoted
earlier, authorizes the plaintiff (respondent in this case) to make a choice of venue for
personal actions - whether to file the complaint in the place where he resides or where
defendant resides.9 Respondent's choice must be respected as "[t]he controlling factor in
determining venue for cases is the primary objective for which said cases are
filed."10 Respondent's purpose in filing the complaint in Mandaluyong where it holds its
principal office is obviously for its convenience and for orderly administration of
justice.
crala wlibrary

WHEREFORE, the petition is DENIED.

SO ORDERED.

Brion, Bersamin, Villarama, Jr., and Sereno, JJ., concur.

Endnotes: