GR 111685; (August, 2001) (Digest)
G.R. No. 111685 ; August 20, 2001
DAVAO LIGHT & POWER CO., INC., petitioner, vs. THE HON. COURT OF APPEALS, HON. RODOLFO M. BELLAFLOR, Presiding Judge of Branch 11, RTC-Cebu and FRANCISCO TESORERO, respondents.
FACTS
Petitioner Davao Light & Power Co., Inc. filed a complaint for damages against private respondent Francisco Tesorero before the Regional Trial Court (RTC) of Cebu City. The complaint alleged that the corporation’s principal place of business was in Banilad, Cebu City. Tesorero moved to dismiss the complaint on several grounds, including improper venue. He argued that the petitioner’s principal office was actually in Davao City, as evidenced by contracts it executed with the National Power Corporation (NAPOCOR) stating its address as “163-165 P. Reyes Street, Davao City.” The RTC granted the motion and dismissed the case, ruling that the petitioner was estopped from claiming Cebu City as its residence based on its representations in the NAPOCOR contracts. The Court of Appeals affirmed this dismissal.
ISSUE
Whether the Regional Trial Court of Cebu City is the proper venue for the petitioner’s action for damages against the private respondent.
RULING
The Supreme Court granted the petition, reversed the Court of Appeals, and ordered the RTC of Cebu to proceed with the case. The Court clarified the distinction between jurisdiction, which is conferred by law and cannot be waived, and venue, which is procedural and may be waived. For personal actions, the general rule under the Rules of Court is that venue lies either where the defendant resides or where the plaintiff resides, at the plaintiff’s election. For a corporation, its “residence” is its principal place of business as stated in its Articles of Incorporation.
The Court held that the petitioner’s principal place of business, for purposes of venue, is determined by its Articles of Incorporation, not by contradictory statements made in other documents. The petitioner’s Articles of Incorporation, as submitted to the Securities and Exchange Commission, expressly stated its principal office was in Cebu City. The doctrine of estoppel invoked by the respondent and the lower courts was misapplied. For estoppel to apply, the representation must have been made to the party claiming it, who must have relied on it in good faith to his detriment. The respondent was not a party to the NAPOCOR contracts containing the Davao City address, nor was there any showing he relied on those representations to change his position. The choice of venue, having been properly laid in Cebu City per the corporation’s Articles, should be respected. The respondent’s failure to file an answer and instead immediately moving to dismiss constituted a waiver of any objection to the chosen venue.