ANITA MANGILA, petitioner,
vs. COURT OF APPEALS and
LORETA GUINA, respondents.
G.R. No. 125027. August
12, 2002
CARPIO, J.:
Petitioner Anita Mangila, a
resident of Pampanga, is a single proprietor exporting sea foods and doing
business under the name and style of Seafoods Products. Private respondent
Loreta Guina is single proprietor providing freight forwarding service doing
business as Air Swift International, with office address in Pasay.
Mangila contracted the freight
forwarding services of Guina for shipment of sea food products to Guam where Mangila
maintains an outlet. Mangila agreed to pay Guina cash on delivery.
On the first shipment, Mangila
requested for seven days within which to pay Guina. However, for the next three
shipments, Mangila failed to pay Guina the shipping charges.
Despite several demands, Mangila
never paid Guina. Thus, Guina filed before the Regional Trial Court of Pasay
City a case for collection of sum of money.
Mangila filed a Motion to
Dismiss on the ground of improper venue. Guina’s invoice for the freight
forwarding service stipulates that if court litigation becomes necessary to
enforce collection, the agreed venue for such action is Makati.
Guina filed an Opposition
asserting that although Makati appears as the stipulated venue, the same was
merely an inadvertence by the printing press. Moreover, Guina claimed that Mangila
knew that Guina was holding office in Pasay City and not in Makati.
The trial court, finding
credence in private respondents assertion, denied the Motion to Dismiss and
allowed the case to proceed.
The trial court thereafter
ruled in favor of Guina, ordering Mangila to pay her outstanding balance.
ISSUE: W/N there was improper
venue.
RULING: Yes.
The case should be dismissed
for improper venue, but not for the reason stated by Mangila.
Mangila raised the issue of
improper venue due to the stipulation in the invoice that any litigation’s
agreed venue is Makati. However, the
stipulation does not limit the venue exclusively to Makati.
Nevertheless, Pasay is not the
proper venue for this case.
Under the Rules of Court, venue
in personal actions is where the defendant or any of the defendants resides or
may be found, or where the plaintiff or any of the plaintiffs resides, at the
election of the plaintiff. The exception to this rule is when the parties agree
on an exclusive venue other than the places mentioned in the rules. But, as
discussed, this exception is not applicable in this case. Hence, following the
general rule, the case may be brought in the place of residence of the
plaintiff or defendant, at the election of the plaintiff.
In the instant case, the
residence of Guina was not alleged in the complaint. Rather, what was alleged
was the postal address of her sole proprietorship, Air Swift International. It
was only during trial that she mentioned her residence to be in Paranaque City.
In the instant case, it was
established in the lower court that petitioner resides in San Fernando,
Pampanga while private respondent resides in Paranaque City. However,
this case was brought in Pasay City, where the business of Guina is found. This
would have been permissible had Guina’s business been a corporation. However, as Guina admitted in her
Complaint
in the trial court, her business is a sole
proprietorship, and as such, does not have a separate juridical personality
that could enable it to file a suit in court. In
fact, there is no law authorizing sole proprietorships to file a suit in court.
A sole proprietorship does not
possess a juridical personality separate and distinct from the personality of
the owner of the enterprise. The
law merely recognizes the existence of a sole proprietorship as a form of
business organization conducted for profit by a single individual and requires
its proprietor or owner to secure licenses and permits, register its business
name, and pay taxes to the national government. The law does not vest a separate legal
personality on the sole proprietorship or empower it to file or defend an
action in court.[42]
Thus, not being vested with
legal personality to file this case, Air Swift International is not the
plaintiff in this case but rather Loreta Guina in her personal capacity.
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