Business Organization Case Digest: Mangila vs. CA/Loreta Guina

ANITA MANGILA,

petitioner, 

vs. 

COURT OF APPEALS and LORETA GUINA,

respondents.

G.R. No. 125027.

August 12, 2002

Facts:

Petitioner Mangila hired the freight service of private respondent Guina for the importation of seafoods to USA. Petitioner failed to pay the services rendered by Air Swift International a business operating under the sole proprietorship of Guina. The latter filed a case for collection of money but summons were unsuccessfully served thus a writ of Preliminary Attachment was issued. Petitioner filed a motion to discharge without submitting herself to the jurisdiction of the court. The CA upheld the validity of the issuance of the writ attachment and sustained the filing of the case in Pasay as the proper venue, despite stipulation in the contract that in case of complaints, cases should be filed in Makati City. Pasay City is the office location of Air Swift.

Issue:

Whether or not the venue of the swift was properly laid when it was filed in Pasay City where the sole proprietorship business of the respondent was located.

Held:

A mere stipulation on the venue of an action is not enough to preclude the parties from bringing a case in other venues. The partiers must be able to show that the stipulation is exclusive. In the present case… there are no qualifying or restrictive words in the invoice that would evince the intention of the parties that Makati is the only or exclusive venue where the action would be instituted. Nevertheless, we hold that Pasay is not the proper venue.

In this case it was established that petitioner resides in Pampanga while respondent resides in Parañaque. The case was filed in Pasay where the business is located.

A sole proprietorship does not possess a juridical personality separate and distinct from the personality of the owner of the enterprise… The law does not vest a separate legal personality on the sole proprietorship to empower it to file or defend an action in court. Thus, not being vested with legal personality to file this case, the sole proprietorship is not the plaintiff but Guina herself.