5. Unimasters Conglomeration, Inc. vs. Court of Appeals, G.R. No.

119657,
February 7, 1997

FACTS:
On October 28, 1988 Kubota Agri-Machinery Philippines, Inc. and
Unimasters Conglomeration, Inc. entered into a "Dealership Agreement for Sales
and Services" of the former's products in Samar and Leyte Provinces. The contract
contained a stipulation that all suits arising out of the said agreement shall be filed
within the proper Courts of Quezon City and a provision binding Unimasters to
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. Five years later,
Unimasters filed an action in the RTC of Tacloban City against Kubota, a certain
Reynaldo Go, and Metropolitan Bank and Trust Company-Tacloban Branch for
damages for breach of contract, and injunction with prayer for temporary restraining
order. The Trial Court issued a restraining order enjoining Metrobank from
authorizing or effecting payment of any alleged obligation. The Court also set the
application for preliminary injunction for hearing. Kubota filed two motions;
dismissal of the case on the ground of improper venue and for the transfer of the date
of the injunction hearing. 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. The Trial Court handed down an Order authorizing the
issuance of the preliminary injunction prayed for, upon a bond of P2,000,000.00.
The same Court also promulgated an Order denying KUBOTA's motion to dismiss.
The Orders were challenged by Kubota 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. It contended, more particularly, that (1) the RTC had no
jurisdiction to take cognizance of the 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. The Appellate Court agreed with Kubota. After its motion for
reconsideration of that decision was turned down by the Court of Appeals,
Unimasters appealed to this Court.

ISSUE:
Whether or not the stipulation regarding the venue had the effect of effectively
eliminating the latter as an optional venue and limiting litigation between Unimaster
and Kubota only and exclusively in Quezon City.

RULING:
 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. 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.
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" were commenced
in a province or city other than that "where the property or any part thereof lies," 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.

6. United Overseas Bank Phils. (formerly Westmont Bank) vs. Rosemoore

Mining & Development Corp., G.R. Nos. 159669 & 163521, March 12, 2007

FACTS:
Respondent Rosemoor Mining and Development Corporation (Rosemoor), a
Philippine mining corporation with offices at Quezon City, applied for and was
granted by petitioner Westmont Bank a credit facility in the total amount of P80
million consisting of P50,000,000.00 as long-term loan and P30,000,000.00 as
revolving credit line. To secure the credit facility, a lone real estate mortgage
agreement was executed by Rosemoor and Dr. Lourdes Pascual, Rosemoors
president, as mortgagors in favor of the Bank as mortgagee in the City of Manila.
The agreement covered six (6) parcels of land all registered under the name of
Rosemoor, and two (2) parcels of land owned and registered under the name of Dr.
Pascual.
Rosemoor defaulted in the payment of its various drawings under the LCs and
promissory notes. In view of the default, the Bank caused the extra-judicial
foreclosure of the Nueva Ecija properties on 22 May 1998 and the Bulacan properties
on 10 August 1998. The Bank was the highest bidder on both occasions. The Bank
then caused the annotation of the Notarial Certificate of Sale covering the Nueva
Ecija properties on the certificates of title concerned. Later, the Notarial Certificate
of Sale covering the Bulacan properties was annotated on the certificates of title of
said properties. The foregoing facts led to Rosemoor’s filing of separate complaints
against the Bank, one before the Regional Trial Court of Manila. Rosemoor and Dr.
Pascual filed a Complaint before the Manila RTC. Impleaded as defendants were the
Bank and Notary Public Jose Sineneng, whose office was used to foreclose the
mortgage. The complaint was twice amended, the caption eventually reflecting an
action for "Accounting, Specific Performance and Damages." Through the
amendments, Pascual was dropped as a plaintiff while several officers of the Bank
were included as defendants. The Bank moved for the dismissal of the original and
amended complaints on the ground that the venue had been improperly laid. The
motion was denied by the trial court through an Omnibus Resolution. The Bank filed
another motion to dismiss the Second Amended Complaint on the ground of forum-
shopping since, according to it, Rosemoor had filed another petition earlier before
the Malolos RTC. The Bank contended that as between the action before the Manila
RTC and the petition before the Malolos RTC, there is identity of parties, rights
asserted, and reliefs prayed for, the relief being founded on the same set of facts. The
Bank further claimed that any judgment that may be rendered in either case will
amount to res judicata in the other case. Manila RTC denied the motion to dismiss.
It also denied the Bank’s motion for reconsideration of the order of denial. The Bank
challenged the Manila RTC’s denial of the Bank’s second motion to dismiss before
the Court of Appeals, through a petition for certiorari. The appellate court dismissed
the petition. The Bank filed a motion for reconsideration which, however, was
denied through a Resolution.

ISSUE:
Whether or not Rosemoor committed forum-shopping in filing the Malolos
case during the pendency of the Manila case?

ISSUE:
No. The essence of forum-shopping is the filing of multiple suits involving
the same parties for the same cause of action, either simultaneously or successively,
for the purpose of obtaining a favorable judgment. The venue of the action for the
nullification of the foreclosure sale is properly laid with the Malolos RTC although
two of the properties together with the Bulacan properties are situated in Nueva
Ecija. The venue of real actions affecting properties found in different provinces is
determined by the singularity or plurality of the transactions involving said parcels
of land. Where said parcels are the object of one and the same transaction, the venue
is in the court of any of the provinces wherein a parcel of land is situated.
 The elements of forum-shopping are: (a) identity of parties, or at least such
parties as represent the same interests in both actions; (b) identity of rights asserted
and reliefs prayed for, the reliefs being founded on the same facts; and (c) the identity
with respect to the two preceding particulars in the two cases is such that any
judgment rendered in the pending cases, regardless of which party is successful,
amount to res judicata in the other case.
As to the existence of identity of parties, several bank officers and employees
impleaded in the Amended Complaint in the Manila case were not included in the
Malolos case. These bank officers and employees were sued in Manila in their
personal capacity. A finding of negligence or bad faith in their participation in the
preparation and execution of the loan agreement would render them personally
liable. Dr. Pascual, on the other hand, was included as petitioner only in the Malolos
case because it involved properties registered in her name. As correctly pointed out
by the Court of Appeals, Dr. Pascual is a real party-in-interest in the Malolos case
because she stood to benefit or suffer from the judgment in the suit. Dr. Pascual,
however, was not included as plaintiff in the Manila case because her interest therein
was not personal but merely in her capacity as officer of Rosemoor.
As regards the identity of rights asserted and reliefs prayed for, the main
contention of Rosemoor in the Manila case is that the Bank had failed to deliver the
full amount of the loan, as a consequence of which Rosemoor demanded the
remittance of the unreleased portion of the loan and payment of damages consequent
thereto. In contrast, the Malolos case was filed for the purpose of restraining the
Bank from proceeding with the consolidation of the titles over the foreclosed
Bulacan properties because the loan secured by the mortgage had not yet become
due and demandable. While the right asserted in the Manila case is to receive the
proceeds of the loan, the right sought in the Malolos case is to restrain the foreclosure
of the properties mortgaged to secure a loan that was not yet due.
The Manila case, on the other hand, is a personal action involving as it does
the enforcement of a contract between Rosemoor, whose office is in Quezon City,
and the Bank, whose principal office is in Binondo, Manila. Personal actions may
be commenced and tried where the plaintiff or any of the principal plaintiffs resides,
or where the defendants or any of the principal defendants resides, at the election of
the plaintiff.
Clearly, with the foregoing premises, it cannot be said that respondents
committed forum-shopping.