10. Philippine Banking Corporation, v. Hon. Salvador Tensuan, etc., Circle Financial Corporation, at al.

,
decided in 1993. 23 [228 SCRA 387]. Here, the stipulation on venue was contained in promissory notes
and read as follows:
/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."


ISMAEL MATHAY
;8
CONSOLIDATED BANK AND TRUST COMPANY
IAC1S
eLlLloners flled a case for a class sulL agalnsL ConsolldaLed Mlnes lnc 1hey were former sLock holders
of Lhe company ConsolldaLed Mlnes senL a board resoluLlon requlrlng sLockholders Lo slgnlfy Lo a
speclal subscrlpLlon whlch auLhorlzed a loan of Lhe company Lo MeLrobank 1he parLles ln Lhe sulL
conLended LhaL Lhe consolldaLed mlnes fraudulenLly flled a cerLlflcaLlon Lo Lhe loan ConsolldaLed mlnes
quesLlons MaLhay eL al's capaclLy Lo lnsLlLuLe a class sulL
ISSUL
WheLher or noL peLlLloners have Lhe capaclLy Lo lnsLlLuLe a class sulL
nLLD
1he necessary elemenLs for Lhe malnLenance of a class sulL are accordlngly (1) LhaL Lhe sub[ecL maLLer
of Lhe conLroversy be one of common or general lnLeresL Lo many persons and (2) LhaL such persons be
so numerous as Lo make lL lmpracLlcable Lo brlng Lhem all Lo Lhe courL An acLlon does noL become a
class sulL merely because lL ls deslgnaLed as such ln Lhe pleadlngs WheLher Lhe sulL ls or ls noL a class
qulL depends upon Lhe aLLendlng facLs and Lhe complalnL or oLher pleadlng lnlLlaLlng Lhe class acLlon
should allege Lhe exlsLence of Lhe necessary facLs Lo wlL Lhe exlsLence of a sub[ecL maLLer of common
lnLeresL and Lhe exlsLence of a class and Lhe number of persons ln Lhe alleged class 3 ln order LhaL Lhe
courL mlghL be enabled Lo deLermlne wheLher Lhe members of Lhe class are so numerous as Lo make lL
lmpracLlcable Lo brlng Lhem all before Lhe courL Lo conLrasL Lhe number appearlng on Lhe record wlLh
Lhe number ln Lhe class and Lo deLermlne wheLher clalmanLs on record adequaLely represenL Lhe class
and Lhe sub[ecL maLLer of general or common lnLeresL 8y Lhe phrase sub[ecL maLLer" perLalns Lo Lhe
physlcal facLs 1he Lhlng real or personal and noL Lhe dellcL commlLLed 1hus peLlLloners do noL have Lhe
capaclLy Lo lnsLlLuLe a class sulL