3. Raytheon vs.

Stockton
G.R. No. 162894

February 26, 2008

RAYTHEON INTERNATIONAL, INC., petitioner,

vs.
STOCKTON W. ROUZIE, JR., respondent.
DECISION
TINGA, J.:
Before this Court is a petition for review on certiorari under Rule 45 of the 1997 Rules of Civil
Procedure which seeks the reversal of the Decision1 and Resolution2 of the Court of Appeals in CAG.R. SP No. 67001 and the dismissal of the civil case filed by respondent against petitioner with the
trial court.
As culled from the records of the case, the following antecedents appear:
Sometime in 1990, Brand Marine Services, Inc. (BMSI), a corporation duly organized and existing
under the laws of the State of Connecticut, United States of America, and respondent Stockton W.
Rouzie, Jr., an American citizen, entered into a contract whereby BMSI hired respondent as its
representative to negotiate the sale of services in several government projects in the Philippines for
an agreed remuneration of 10% of the gross receipts. On 11 March 1992, respondent secured a
service contract with the Republic of the Philippines on behalf of BMSI for the dredging of rivers
affected by the Mt. Pinatubo eruption and mudflows.3
On 16 July 1994, respondent filed before the Arbitration Branch of the National Labor Relations
Commission (NLRC) a suit against BMSI and Rust International, Inc. (RUST), Rodney C. Gilbert and
Walter G. Browning for alleged nonpayment of commissions, illegal termination and breach of
employment contract.4 On 28 September 1995, Labor Arbiter Pablo C. Espiritu, Jr. rendered
judgment ordering BMSI and RUST to pay respondents money claims. 5 Upon appeal by BMSI, the
NLRC reversed the decision of the Labor Arbiter and dismissed respondents complaint on the
ground of lack of jurisdiction.6 Respondent elevated the case to this Court but was dismissed in a
Resolution dated 26 November 1997. The Resolution became final and executory on 09 November
1998.
On 8 January 1999, respondent, then a resident of La Union, instituted an action for damages before
the Regional Trial Court (RTC) of Bauang, La Union. The Complaint, 7 docketed as Civil Case No.
1192-BG, named as defendants herein petitioner Raytheon International, Inc. as well as BMSI and
RUST, the two corporations impleaded in the earlier labor case. The complaint essentially reiterated
the allegations in the labor case that BMSI verbally employed respondent to negotiate the sale of
services in government projects and that respondent was not paid the commissions due him from
the Pinatubo dredging project which he secured on behalf of BMSI. The complaint also averred that
BMSI and RUST as well as petitioner itself had combined and functioned as one company.
In its Answer,8 petitioner alleged that contrary to respondents claim, it was a foreign corporation duly
licensed to do business in the Philippines and denied entering into any arrangement with respondent
or paying the latter any sum of money. Petitioner also denied combining with BMSI and RUST for the
purpose of assuming the alleged obligation of the said companies.9 Petitioner also referred to the
NLRC decision which disclosed that per the written agreement between respondent and BMSI and
RUST, denominated as "Special Sales Representative Agreement," the rights and obligations of the
parties shall be governed by the laws of the State of Connecticut.10 Petitioner sought the dismissal of
the complaint on grounds of failure to state a cause of action and forum non conveniens and prayed
for damages by way of compulsory counterclaim.11
On 18 May 1999, petitioner filed an Omnibus Motion for Preliminary Hearing Based on Affirmative
Defenses and for Summary Judgment12 seeking the dismissal of the complaint on grounds of forum
non conveniens and failure to state a cause of action. Respondent opposed the same. Pending the
resolution of the omnibus motion, the deposition of Walter Browning was taken before the Philippine
Consulate General in Chicago.13

In an Order14 dated 13 September 2000, the RTC denied petitioners omnibus motion. The trial court
held that the factual allegations in the complaint, assuming the same to be admitted, were sufficient
for the trial court to render a valid judgment thereon. It also ruled that the principle of forum non
conveniens was inapplicable because the trial court could enforce judgment on petitioner, it being a
foreign corporation licensed to do business in the Philippines.15
Petitioner filed a Motion for Reconsideration16 of the order, which motion was opposed by
respondent.17 In an Order dated 31 July 2001,18 the trial court denied petitioners motion. Thus, it filed
a Rule 65 Petition19 with the Court of Appeals praying for the issuance of a writ of certiorari and a writ
of injunction to set aside the twin orders of the trial court dated 13 September 2000 and 31 July 2001
and to enjoin the trial court from conducting further proceedings.20
On 28 August 2003, the Court of Appeals rendered the assailed Decision 21 denying the petition for
certiorari for lack of merit. It also denied petitioners motion for reconsideration in the assailed
Resolution issued on 10 March 2004.22
The appellate court held that although the trial court should not have confined itself to the allegations
in the complaint and should have also considered evidence aliunde in resolving petitioners omnibus
motion, it found the evidence presented by petitioner, that is, the deposition of Walter Browning,
insufficient for purposes of determining whether the complaint failed to state a cause of action. The
appellate court also stated that it could not rule one way or the other on the issue of whether the
corporations, including petitioner, named as defendants in the case had indeed merged together
based solely on the evidence presented by respondent. Thus, it held that the issue should be
threshed out during trial.23 Moreover, the appellate court deferred to the discretion of the trial court
when the latter decided not to desist from assuming jurisdiction on the ground of the inapplicability of
the principle of forum non conveniens.
Hence, this petition raising the following issues:
WHETHER OR NOT THE COURT OF APPEALS ERRED IN REFUSING TO DISMISS THE
COMPLAINT FOR FAILURE TO STATE A CAUSE OF ACTION AGAINST RAYTHEON
INTERNATIONAL, INC.
WHETHER OR NOT THE COURT OF APPEALS ERRED IN REFUSING TO DISMISS THE
COMPLAINT ON THE GROUND OF FORUM NON CONVENIENS.24
Incidentally, respondent failed to file a comment despite repeated notices. The Ceferino Padua Law
Office, counsel on record for respondent, manifested that the lawyer handling the case, Atty. Rogelio
Karagdag, had severed relations with the law firm even before the filing of the instant petition and
that it could no longer find the whereabouts of Atty. Karagdag or of respondent despite diligent
efforts. In a Resolution25 dated 20 November 2006, the Court resolved to dispense with the filing of a
comment.
The instant petition lacks merit.
Petitioner mainly asserts that the written contract between respondent and BMSI included a valid
choice of law clause, that is, that the contract shall be governed by the laws of the State of
Connecticut. It also mentions the presence of foreign elements in the dispute namely, the parties
and witnesses involved are American corporations and citizens and the evidence to be presented is
located outside the Philippines that renders our local courts inconvenient forums. Petitioner
theorizes that the foreign elements of the dispute necessitate the immediate application of the
doctrine of forum non conveniens.
Recently in Hasegawa v. Kitamura,26 the Court outlined three consecutive phases involved in judicial
resolution of conflicts-of-laws problems, namely: jurisdiction, choice of law, and recognition and
enforcement of judgments. Thus, in the instances27 where the Court held that the local judicial
machinery was adequate to resolve controversies with a foreign element, the following requisites
had to be proved: (1) that the Philippine Court is one to which the parties may conveniently resort;
(2) that the Philippine Court is in a position to make an intelligent decision as to the law and the
facts; and (3) that the Philippine Court has or is likely to have the power to enforce its decision. 28
On the matter of jurisdiction over a conflicts-of-laws problem where the case is filed in a Philippine
court and where the court has jurisdiction over the subject matter, the parties and the res, it may or

can proceed to try the case even if the rules of conflict-of-laws or the convenience of the parties
point to a foreign forum. This is an exercise of sovereign prerogative of the country where the case is
filed.29
Jurisdiction over the nature and subject matter of an action is conferred by the Constitution and the
law30 and by the material allegations in the complaint, irrespective of whether or not the plaintiff is
entitled to recover all or some of the claims or reliefs sought therein.31 Civil Case No. 1192-BG is an
action for damages arising from an alleged breach of contract. Undoubtedly, the nature of the action
and the amount of damages prayed are within the jurisdiction of the RTC.
As regards jurisdiction over the parties, the trial court acquired jurisdiction over herein respondent
(as party plaintiff) upon the filing of the complaint. On the other hand, jurisdiction over the person of
petitioner (as party defendant) was acquired by its voluntary appearance in court. 32
That the subject contract included a stipulation that the same shall be governed by the laws of the
State of Connecticut does not suggest that the Philippine courts, or any other foreign tribunal for that
matter, are precluded from hearing the civil action. Jurisdiction and choice of law are two distinct
concepts. Jurisdiction considers whether it is fair to cause a defendant to travel to this state;
choice of law asks the further question whether the application of a substantive law which will
determine the merits of the case is fair to both parties.33 The choice of law stipulation will become
relevant only when the substantive issues of the instant case develop, that is, after hearing on the
merits proceeds before the trial court.
Under the doctrine of forum non conveniens, a court, in conflicts-of-laws cases, may refuse
impositions on its jurisdiction where it is not the most "convenient" or available forum and the parties
are not precluded from seeking remedies elsewhere. 34 Petitioners averments of the foreign elements
in the instant case are not sufficient to oust the trial court of its jurisdiction over Civil Case No. No.
1192-BG and the parties involved.
Moreover, the propriety of dismissing a case based on the principle of forum non
conveniens requires a factual determination; hence, it is more properly considered as a matter of
defense. While it is within the discretion of the trial court to abstain from assuming jurisdiction on this
ground, it should do so only after vital facts are established, to determine whether special
circumstances require the courts desistance.35
Finding no grave abuse of discretion on the trial court, the Court of Appeals respected its conclusion
that it can assume jurisdiction over the dispute notwithstanding its foreign elements. In the same
manner, the Court defers to the sound discretion of the lower courts because their findings are
binding on this Court.
Petitioner also contends that the complaint in Civil Case No. 1192-BG failed to state a cause of
action against petitioner. Failure to state a cause of action refers to the insufficiency of allegation in
the pleading.36 As a general rule, the elementary test for failure to state a cause of action is whether
the complaint alleges facts which if true would justify the relief demanded. 37
The complaint alleged that petitioner had combined with BMSI and RUST to function as one
company. Petitioner contends that the deposition of Walter Browning rebutted this allegation. On this
score, the resolution of the Court of Appeals is instructive, thus:
x x x Our examination of the deposition of Mr. Walter Browning as well as other documents
produced in the hearing shows that these evidence aliunde are not quite sufficient for us to
mete a ruling that the complaint fails to state a cause of action.
Annexes "A" to "E" by themselves are not substantial, convincing and conclusive proofs that
Raytheon Engineers and Constructors, Inc. (REC) assumed the warranty obligations of
defendant Rust International in the Makar Port Project in General Santos City, after Rust
International ceased to exist after being absorbed by REC. Other documents already
submitted in evidence are likewise meager to preponderantly conclude that Raytheon
International, Inc., Rust International[,] Inc. and Brand Marine Service, Inc. have combined
into one company, so much so that Raytheon International, Inc., the surviving company (if at
all) may be held liable for the obligation of BMSI to respondent Rouzie for unpaid
commissions. Neither these documents clearly speak otherwise.38

As correctly pointed out by the Court of Appeals, the question of whether petitioner, BMSI and RUST
merged together requires the presentation of further evidence, which only a full-blown trial on the
merits can afford.
WHEREFORE, the instant petition for review on certiorari is DENIED. The Decision and Resolution
of the Court of Appeals in CA-G.R. SP No. 67001 are hereby AFFIRMED. Costs against petitioner.
SO ORDERED.
DANTE O. TINGA
Associate Justice

WE CONCUR:

ANTONIO T. CARPIO
Associate Justice
Acting Chairperson

**

ANGELINA SANDOVALGUTIERREZ
Associate Justice

CONCHITA CARPIO MORALES

Associate Justice

PRESBITERO J. VELASCO, JR.

Associate Justice

ATTESTATION
I attest that the conclusions in the above Decision had been reached in consultation before the case
was assigned to the writer of the opinion of the Courts Division.
ANTONIO T. CARPIO
Associate Justice
Acting Chairperson

CERTIFICATION
Pursuant to Section 13, Article VIII of the Constitution, and the Division Chairpersons Attestation, it
is hereby certified that the conclusions in the above Decision had been reached in consultation
before the case was assigned to the writer of the opinion of the Courts Division.
REYNATO S. PUNO
Chief Justice

Footnotes

Acting Chairperson.

As replacement of Justice Leonardo A. Quisumbing who inhibited himself per

Administrative Circular No. 84-2007.
**

Rollo, pp. 42-46. Dated 28 August 2003; penned by Associate Justice Arsenio J. Magpale
and concurred in by Associate Justices Bienvenido L. Reyes, Acting Chairperson of the
Special Ninth Division, and Rebecca De Guia-Salvador.
1

Id. at 47. Dated 10 March 2004.

Id. at 48-49.

Id. at 61-62.

Id. at 63-74.

Id. at 75-90.

Id. at 48-54.

Id. at 91-99.

Id. at 94.

10

Id. at 96.

11

Id. at 97-98.

12

Id. at 100-111.

13

Records, Vol. I, pp. 180-238.

14

Rollo, pp. 127-131.

15

Id. at 130.

16

Id. at 132-149.

17

Id. at 150-151.

18

Id. at 162.

19

Id. at 163-192.

20

Id. at 191.

21

Supra note 1.

22

Supra note 2.

23

Id. at 44.

24

Id. at 18.

25

Id. at 318.

26

G.R. No. 149177, 23 November 2007.

Bank of America NT & SA v. Court of Appeals, 448 Phil. 181 (2003); Puyat v. Zabarte, 405
Phil. 413 (2001); Philsec Investment Corporation v. Court of Appeals, G.R. No. 103493, 19
June 1997, 274 SCRA 102.
27

The Manila Hotel Corp. v. NLRC, 397 Phil. 1, 16-17 (2000); Communication Materials and
Design, Inc. v. CA, 329 Phil. 487, 510-511 (1996).
28

29

Agpalo, Ruben E. CONFLICT OF LAWS (Private International Law), 2004 Ed., p. 491.

Heirs of Julian Dela Cruz and Leonora Talaro v. Heirs of Alberto Cruz, G.R. No. 162890, 22
November 2005, 475 SCRA 743, 756.
30

31

Laresma v. Abellana, G.R. No. 140973, 11 November 2004, 442 SCRA 156, 168.

32

See Arcelona v. CA, 345 Phil. 250, 267 (1997).

33

Hasegawa v. Kitamura, supra note 26.

34

Bank of America NT & SA v. Court of Appeals, supra note 27.

35

Philsec Investment Corporation v. Court of Appeals, supra note 27 at 113.

36

Bank of America NT & SA v. Court of Appeals, supra note 27 at 194.

Banco Filipino Savings and Mortgage Bank v. Court of Appeals, G.R. No. 143896, 8 July
2005, 463 SCRA 64, 73.
37

38

Rollo, p. 44.

CONFLICT OF LAWS raytheon international vs rouzie gr

162894
FACTS
Brand Marine Services, Inc. (BMSI), a corporation duly organized & existing under the laws of
Connecticut, &Stockton Rouzie, Jr., an American citizen, entered into a contract
BMSI hired Rouzie as its representative to negotiate the sale of services in several
government projects in thePhilippines for an agreed remuneration of 10% of the gross
receipts.
Rouzie secured a service contract w/ the Rep. of Phil. on behalf of BMSI for the dredging of
rivers affected by the Mt.Pinatubo eruption & mudflows.
Rouzie filed before the NLRC a suit against BMSI and Rust International (Rust) for alleged
nonpayment of commissions, illegal termination, & breach of employment contract.
The Labor Arbiter order
ed BMSI & Rust to pay Rouzies money claims.
Upon appeal, the NLRC reversed & dismissed Rouzies complaint on the ground of lack of
jurisdiction.
Rouzie filed an action for damages before the RTC of La Union (where he was a resident)
against Raytheon International. He reiterated that he was not paid the commissions due him
from the Pinatubo dredging project w/c hesecured on behalf of BMSI. The complaint also
averred that BMSI, RUST and Raytheon had combined & functioned as 1 company.
RAYTHEON SOUGHT THE DISMISSAL OF THE COMPLAINT ON THE GROUNDS OF FAILURE TO
STATE ACAUSE OF ACTION & FORUM NON CONVENIENS & PRAYED FOR DAMAGES BY WAY OF
COMPULSORY
COUNTERCLAIM. THE RTC DENIED RAYTHEONS MOTION. THE CA AFFIRMED.

Raytheons contention: The written contract between Rouzie & BMSI included a valid choice
of law clause, that is, that the contract shall be governed by the laws of the State of
Connecticut. It also mentions the presence of foreign elements in the dispute, namely that
the parties & witnesses involved are American corporations & citizens & the evidence to be
presented is located outside the Philippines, that renders our local courts inconvenient
forums. The foreign elements of the dispute necessitate the immediate application of the
doctrine of forum non conveniens.
ISSUES(a) W/N the RTC had jurisdiction.(b) W/N the complaint should be dismissed on the
ground of forum non conveniens.
RULING
(a) YES.
On the matter of jurisdiction over a conflicts-of-laws problem where the case is filed in a
Philippine court and where the court has jurisdiction over the subject matter, the parties and
the res, it may or can proceed to try the case even if the rules of conflict-of-laws or the
convenience of the parties point to a foreign forum. This is an exercise of sovereign
prerogative of the country where the case is filed.
Jurisdiction over the nature and subject matter of an action is conferred by the Constitution
and the law & by the material allegations in the complaint, irrespective of w/n the plaintiff is
entitled to recover all or some of the claims or reliefs sought therein. The case file was an
action for damages arising from an alleged breach of contract. Undoubtedly, the nature of
the action and the amount of damages prayed are w/in the jurisdiction of the RTC.
As regards jurisdiction over the parties, the RTC acquired jurisdiction over Rouzi upon
the filing of the complaint. On the other hand, jurisdiction over the person of Raytheon was
acquired by its voluntary appearance in court.
That THE SUBJECT CONTRACT INCLUDED A STIPULATION THAT THE SAME SHALL BE
GOVERNED BYTHE LAWS OF THE STATE OF CONNECTICUT DOES NOT SUGGEST THAT THE
PHILIPPINE COURTS,
OR ANY OTHER FOREIGN TRIBUNAL FOR THAT MATTER, ARE PRECLUDED FROM HEARING TH
E CIVIL ACTION.
JURISDICTION & CHOICE OF LAW ARE 2 DISTINCT CONCEPTS. Jurisdiction considers whether
it is fair to cause a defendant to travel to this state; choice of law asks the further question
whether the application of a substantive law which will determine the merits of the case is
fair to both parties. The choice of law stipulation will be come relevant only when the
substantive issues of the instant case develop, that is, after hearing on the merits proceeds
before the trial court.

(b) NO.
UNDER THE DOCTRINE OF FORUM NON CONVENIENS, A COURT, IN CONFLICTS-OF-LAWS
CASES, MAY
REFUSE IMPOSITIONS ON ITS JURISDICTION WHERE IT IS NOT THE MOST CONVENIENT OR
AVAILABLE FORUM AND THE PARTIES ARE NOT PRECLUDED FROM SEEKING REMEDIES
ELSEWHERE.
Raytheons averments of the foreign elements are not sufficient to oust the RTC of its
jurisdiction over the case and the parties involved.
Moreover, the propriety of dismissing a case based on the principle of forum non conveniens
requires a factual determination; hence, it is more properly considered as a matter of
defense. While it is w/c the discretion of the trial court to abstain from assuming jurisdiction
on this ground, it should do so only after vital facts are established, to determine whether
special circumstances require the courts desistance.