MR HOLDINGS, LTD., vs. SHERIFF CARLOS P. BAJAR, SHERIFF FERDINAND M.

JANDUSAY, SOLIDBANK CORPORATION, AND MARCOPPER MINING CORPORATION G.R. No. 138104 Ap !" 11, #00#

SANDO$AL%GUTIERRE&, J .'

FACTS' Asian Development Bank (ADB), a multilateral development finance institution, agreed to extend to respondent Marcopper Mining Corporation (Marcopper) a loan in the aggregate amount of US !",""","""#"" to finance the latter$s mining pro%ect at Sta# Cru&, Marindu'ue# (o secure the loan, Marcopper executed in favor of ADB a )Deed of *eal +state and Chattel Mortgage) covering su,stantiall- all of its (Marcopper$s) properties and assets in Marindu'ue# .hen Marcopper defaulted in the pa-ment of its loan o,ligation, petitioner M* /oldings, 0td#, assumed Marcopper$s o,ligation to ADB in the amount of US 12,!34,!3"#"5# Conse'uentl-, in an )Assignment Agreement), ADB assigned to petitioner all its rights, interests and o,ligations under the principal and complementar- loan agreements# *espondent Marcopper like6ise executed a )Deed of Assignment) in favor of petitioner# 7n the meantime, respondent Solid,ank Corporation o,tained a 8artial 9udgment against Marcopper from the *(C, Branch 5:, Manila, in Civil Case ;o# <:=2""24 entitled )Solidbank Corporation vs. Marcopper Mining Corporation, John E. Loney, Jose E. Reyes and Teodulo C. Gabor, Jr.,) /aving learned of the scheduled auction sale, petitioner filed an )Affidavit of (hird= 8art- Claim) asserting its o6nership over all Marcopper$s mining properties, e'uipment and facilities ,- virtue of the )Deed of Assignment#) Upon the denial of its )Affidavit of (hird=8artClaim) ,- the *(C of Manila, petitioner commenced 6ith the *(C of Boac, Marindu'ue, a complaint for reivindication of properties, etc#, 6ith pra-er for preliminar- in%unction and temporar- restraining order against respondents Solid,ank, Marcopper, and the sheriffs assigned in implementing the 6rit of execution# (he trial court denied petitioner$s application for a 6rit of preliminar- in%unction on the ground that petitioner has no legal capacit- to sue, it ,eing a foreign corporation doing ,usiness in the 8hilippines 6ithout license# Unsatisfied, petitioner elevated the matter to the Court of Appeals on a 8etition for Certiorari, 8rohi,ition and Manda us# (he Court of Appeals affirmed the ruling of the trial court that petitioner has no legal capacit- to sue in the 8hilippine courts ,ecause it is a foreign corporation doing ,usiness here 6ithout license# /ence, the present petition# 8etitioner alleged that it is not )doing ,usiness) in the 8hilippines and characteri&ed its participation in the assignment contracts (6here,- Marcopper$s assets 6ere transferred to it) as mere isolated acts that cannot foreclose its right to sue in local courts# ISSUE' .hether or not petitioner has no legal capacit- to sue in the 8hilippine courts ,ecause it is a foreign corporation doing ,usiness here 6ithout license

HELD' (he Supreme Court ruled in favor of petitioner and granted the petition# (he Court ruled that a foreign corporation, 6hich ,ecomes the assignee of mining properties, facilities and e'uipment, cannot ,e automaticall- considered as doing ,usiness, nor presumed to have the intention of engaging in mining ,usiness# According to the Court, petitioner 6as engaged onl- in isolated acts or transactions# Single or isolated acts, contracts, or transactions of foreign corporations are not regarded as a doing or carr-ing on of ,usiness# (-pical examples are the making of a single contract, sale, sale 6ith the taking of a note and mortgage in the state to secure pa-ment therefor, purchase, or note, or the mere commission of a tort# 7n the said instances, there is no purpose to do an- other ,usiness 6ithin the countr-# (he Court further ruled that the Court of Appeals$ holding that petitioner 6as determined to ,e )doing ,usiness) in the 8hilippines is ,ased mainl- on con%ectures and speculation# ;o effort 6as exerted ,- the appellate court to esta,lish the nexus ,et6een petitioner$s ,usiness and the acts supposed to constitute )doing ,usiness#) (hus, 6hether the assignment contracts 6ere incidental to petitioner$s ,usiness or 6ere continuation thereof is ,e-ond determination#