SECOND DIVISION

TUNA PROCESSING, INC.,

Petitioner,

G.R. No. 185582

Present:
CARPIO, J.,
Chairperson,
BRION,
PEREZ,
SERENO, and
REYES, JJ.

-versus-

PHILIPPINE
INC.,

KINGFORD,
Respondent.

Promulgated:
February 29, 2012

x-----------------------------------------------------------------------------------------x
DECISION
PEREZ, J.:
Can a foreign corporation not licensed to do business in the Philippines, but
which collects royalties from entities in the Philippines, sue here to enforce a foreign
arbitral award?
In this Petition for Review on Certiorari under Rule 45,[1] petitioner Tuna
Processing, Inc. (TPI), a foreign corporation not licensed to do business in the
Philippines, prays that the Resolution[2] dated 21 November 2008 of the Regional
Trial Court (RTC) of Makati City be declared void and the case be remanded to the
RTC for further proceedings. In the assailed Resolution, the RTC dismissed
petitioners Petition for Confirmation, Recognition, and Enforcement of Foreign
Arbitral Award[3] against respondent Philippine Kingford, Inc. (Kingford), a

corporation duly organized and existing under the laws of the Philippines,[4] on the
ground that petitioner lacked legal capacity to sue.[5]
The Antecedents
On 14 January 2003, Kanemitsu Yamaoka (hereinafter referred to as the
licensor), co-patentee of U.S. Patent No. 5,484,619, Philippine Letters Patent No.
31138, and Indonesian Patent No. ID0003911 (collectively referred to as the
Yamaoka Patent),[6] and five (5) Philippine tuna processors, namely, Angel
Seafood Corporation, East Asia Fish Co., Inc., Mommy Gina Tuna Resources, Santa
Cruz Seafoods, Inc., and respondent Kingford (collectively referred to as the
sponsors/licensees)[7] entered into a Memorandum of Agreement
(MOA),[8] pertinent provisions of which read:
1.

Background and objectives. The Licensor, co-owner of U.S.Patent No.

5,484,619, Philippine Patent No. 31138, and Indonesian Patent No. ID0003911
xxx wishes to form an alliance with Sponsors for purposes of enforcing his three
aforementioned patents, granting licenses under those patents, and collecting
royalties.
The Sponsors wish to be licensed under the aforementioned patents in order to
practice the processes claimed in those patents in the United States, the
Philippines, and Indonesia, enforce those patents and collect royalties in
conjunction with Licensor.

xxx
4.

Establishment of Tuna Processors, Inc. The parties hereto agree to the

establishment of Tuna Processors, Inc. (TPI), a corporation established in the
State of California, in order to implement the objectives of this Agreement.

5. Bank account. TPI shall open and maintain bank accounts in the United States,
which will be used exclusively to deposit funds that it will collect and to disburse
cash it will be obligated to spend in connection with the implementation of this
Agreement.
6. Ownership of TPI. TPI shall be owned by the Sponsors and Licensor. Licensor
shall be assigned one share of TPI for the purpose of being elected as member of
the board of directors. The remaining shares of TPI shall be held by the Sponsors
according to their respective equity shares. [9]
xxx

The parties likewise executed a Supplemental Memorandum of Agreement[10] dated

15 January 2003 and an Agreement to Amend Memorandum of Agreement[11] dated
14 July 2003.
Due to a series of events not mentioned in the petition, the licensees, including
respondent Kingford, withdrew from petitioner TPI and correspondingly reneged on
their obligations.[12] Petitioner submitted the dispute for arbitration before the
International Centre for Dispute Resolution in the State of California, United States
and won the case against respondent.[13] Pertinent portions of the award read:
13.1 Within thirty (30) days from the date of transmittal of this Award to the Parties,
pursuant to the terms of this award, the total sum to be paid by RESPONDENT
KINGFORD toCLAIMANT TPI, is the sum of ONE MILLION SEVEN
HUNDRED FIFTY THOUSAND EIGHT HUNDRED FORTY SIX DOLLARS
AND TEN CENTS ($1,750,846.10).
(A) For breach of the MOA by not paying past due assessments, RESPONDENT
KINGFORD shall pay CLAIMANT the total sum of TWO HUNDRED
TWENTY NINE THOUSAND THREE HUNDRED AND FIFTY FIVE
DOLLARS AND NINETY CENTS ($229,355.90) which is 20%
of MOA assessments since September 1, 2005[;]
(B) For breach of the MOA in failing to cooperate with CLAIMANT TPI in
fulfilling the objectives of the MOA, RESPONDENT KINGFORD shall
pay CLAIMANT the total sum ofTWO HUNDRED SEVENTY ONE
THOUSAND FOUR HUNDRED NINETY DOLLARS AND TWENTY
CENTS ($271,490.20)[;][14] and
(C) For violation of THE LANHAM ACT and infringement of the YAMAOKA
619 PATENT, RESPONDENT KINGFORD shall pay CLAIMANT the total
sum of ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
AND NO CENTS ($1,250,000.00). xxx

xxx[15]
To enforce the award, petitioner TPI filed on 10 October 2007 a Petition for
Confirmation, Recognition, and Enforcement of Foreign Arbitral Award before the
RTC of Makati City. The petition was raffled to Branch 150 presided by Judge Elmo
M. Alameda.

At Branch 150, respondent Kingford filed a Motion to Dismiss.[16] After the

court denied the motion for lack of merit,[17] respondent sought for the inhibition of
Judge Alameda and moved for the reconsideration of the order denying the
motion.[18] Judge Alameda inhibited himself notwithstanding [t]he unfounded
allegations and unsubstantiated assertions in the motion.[19] Judge Cedrick O. Ruiz
of Branch 61, to which the case was re-raffled, in turn, granted respondents Motion
for Reconsideration and dismissed the petition on the ground that the petitioner
lacked legal capacity to sue in the Philippines.[20]
Petitioner TPI now seeks to nullify, in this instant Petition for Review on
Certiorari under Rule 45, the order of the trial court dismissing its Petition for
Confirmation, Recognition, and Enforcement of Foreign Arbitral Award.
Issue
The core issue in this case is whether or not the court a quo was correct in so
dismissing the petition on the ground of petitioners lack of legal capacity to sue.
Our Ruling
The petition is impressed with merit.
The Corporation Code of the Philippines expressly provides:
Sec. 133. Doing business without a license. - No foreign corporation
transacting business in the Philippines without a license, or its successors or assigns,
shall be permitted to maintain or intervene in any action, suit or proceeding in any
court or administrative agency of the Philippines; but such corporation may be sued
or proceeded against before Philippine courts or administrative tribunals on any valid
cause of action recognized under Philippine laws.

It is pursuant to the aforequoted provision that the court a quo dismissed the
petition. Thus:
Herein plaintiff TPIs Petition, etc. acknowledges that it is a foreign
corporation established in the State of California and was given the exclusive right
to license or sublicense the Yamaoka Patent and was assigned the exclusive right
to enforce the said patent and collect corresponding royalties in the Philippines. TPI
likewise admits that it does not have a license to do business in the Philippines.

There is no doubt, therefore, in the mind of this Court that TPI has been doing
business in the Philippines, but sans a license to do so issued by the concerned
government agency of the Republic of the Philippines, when it collected royalties
from five (5) Philippine tuna processors[,] namely[,] Angel Seafood Corporation,
East Asia Fish Co., Inc., Mommy Gina Tuna Resources, Santa Cruz Seafoods, Inc.
and respondent Philippine Kingford, Inc. This being the real situation, TPI cannot
be permitted to maintain or intervene in any action, suit or proceedings in any court
or administrative agency of the Philippines. A priori, the Petition, etc. extant of
the plaintiff TPI should be dismissed for it does not have the legal personality to sue
in the Philippines.[21]

The petitioner counters, however, that it is entitled to seek for the recognition
and enforcement of the subject foreign arbitral award in accordance with Republic
Act No. 9285 (Alternative Dispute Resolution Act of 2004),[22] the Convention on
the Recognition and Enforcement of Foreign Arbitral Awards drafted during the
United Nations Conference on International Commercial Arbitration in 1958 (New
York Convention), and the UNCITRAL Model Law on International Commercial
Arbitration (Model Law),[23] as none of these specifically requires that the party
seeking for the enforcement should have legal capacity to sue. It anchors its
argument on the following:
In the present case, enforcement has been effectively refused on a ground not
found in the [Alternative Dispute Resolution Act of 2004], New York
Convention, or Model Law. It is for this reason that TPI has brought this matter
before this most Honorable Court, as it [i]s imperative to clarify whether the
Philippines international obligations and State policy to strengthen arbitration as a
means of dispute resolution may be defeated by misplaced technical considerations
not found in the relevant laws.[24]

Simply put, how do we reconcile the provisions of the Corporation Code of

the Philippines on one hand, and the Alternative Dispute Resolution Act of 2004,
the New York Convention and the Model Law on the other?
In several cases, this Court had the occasion to discuss the nature and
applicability of the Corporation Code of the Philippines, a general law, viz-a-viz
other special laws. Thus, in Koruga v. Arcenas, Jr.,[25] this Court rejected the
application of the Corporation Code and applied the New Central Bank Act. It
ratiocinated:
Korugas invocation of the provisions of the Corporation Code is
misplaced. In an earlier case with similar antecedents, we ruled that:

The Corporation Code, however, is a general law applying to

all types of corporations, while the New Central Bank Act regulates
specifically banks and other financial institutions, including the
dissolution and liquidation thereof. As between a general and special
law, the latter shall prevail generalia specialibus non
derogant. (Emphasis supplied)[26]

Further, in the recent case of Hacienda Luisita, Incorporated v. Presidential

Agrarian Reform Council,[27] this Court held:
Without doubt, the Corporation Code is the general law providing for the
formation, organization and regulation of private corporations. On the other hand,
RA 6657 is the special law on agrarian reform. As between a general and special law,
the latter shall prevailgeneralia specialibus non derogant.[28]

Following the same principle, the Alternative Dispute Resolution Act of

2004 shall apply in this case as the Act, as its title - An Act to Institutionalize the Use
of an Alternative Dispute Resolution System in the Philippines and to Establish the
Office for Alternative Dispute Resolution, and for Other Purposes - would suggest,
is a law especially enacted to actively promote party autonomy in the resolution of
disputes or the freedom of the party to make their own arrangements to resolve their
disputes.[29] It specifically provides exclusive grounds available to the party
opposing an application for recognition and enforcement of the arbitral award.[30]
Inasmuch as the Alternative Dispute Resolution Act of 2004, a municipal
law, applies in the instant petition, we do not see the need to discuss compliance with
international obligations under the New York Convention and the Model Law. After
all, both already form part of the law.
In particular, the Alternative Dispute Resolution Act of 2004 incorporated
the New York Convention in the Act by specifically providing:
SEC. 42. Application of the New York Convention. - The New York
Convention shall govern the recognition and enforcement of arbitral awards covered
by the said Convention.
xxx

SEC. 45. Rejection of a Foreign Arbitral Award. - A party to a foreign

arbitration proceeding may oppose an application for recognition and enforcement of
the arbitral award in accordance with the procedural rules to be promulgated by the
Supreme Court only on those grounds enumerated under Article V of the New York
Convention. Any other ground raised shall be disregarded by the regional trial court.

It also expressly adopted the Model Law, to wit:

Sec. 19. Adoption of the Model Law on International Commercial
Arbitration. International commercial arbitration shall be governed by the Model
Law on International Commercial Arbitration (the Model Law) adopted by the
United Nations Commission on International Trade Law on June 21, 1985 xxx.

Now, does a foreign corporation not licensed to do business in the Philippines

have legal capacity to sue under the provisions of the Alternative Dispute Resolution
Act of 2004? We answer in the affirmative.
Sec. 45 of the Alternative Dispute Resolution Act of 2004 provides that the
opposing party in an application for recognition and enforcement of the arbitral
award may raise only those grounds that were enumerated under Article V of
the New York Convention, to wit:
Article V
1. Recognition and enforcement of the award may be refused, at the request of
the party against whom it is invoked, only if that party furnishes to the competent
authority where the recognition and enforcement is sought, proof that:
(a) The parties to the agreement referred to in article II were, under the law
applicable to them, under some incapacity, or the said agreement is not valid under
the law to which the parties have subjected it or, failing any indication thereon, under
the law of the country where the award was made; or
(b) The party against whom the award is invoked was not given proper notice
of the appointment of the arbitrator or of the arbitration proceedings or was
otherwise unable to present his case; or
(c) The award deals with a difference not contemplated by or not falling within
the terms of the submission to arbitration, or it contains decisions on matters beyond
the scope of the submission to arbitration, provided that, if the decisions on matters
submitted to arbitration can be separated from those not so submitted, that part of
the award which contains decisions on matters submitted to arbitration may be
recognized and enforced; or
(d) The composition of the arbitral authority or the arbitral procedure was not
in accordance with the agreement of the parties, or, failing such agreement, was not
in accordance with the law of the country where the arbitration took place; or

(e) The award has not yet become binding on the parties, or has been set aside
or suspended by a competent authority of the country in which, or under the law of
which, that award was made.
2. Recognition and enforcement of an arbitral award may also be refused if the
competent authority in the country where recognition and enforcement is sought
finds that:
(a) The subject matter of the difference is not capable of settlement by arbitration
under the law of that country; or
(b)
The recognition or enforcement of the award would be contrary to the
public policy of that country.

Clearly, not one of these exclusive grounds touched on the capacity to sue of the
party seeking the recognition and enforcement of the award.
Pertinent provisions of the Special Rules of Court on Alternative Dispute
Resolution,[31] which was promulgated by the Supreme Court, likewise support this
position.
Rule 13.1 of the Special Rules provides that [a]ny party to a foreign
arbitration may petition the court to recognize and enforce a foreign arbitral
award. The contents of such petition are enumerated in Rule 13.5.[32] Capacity to
sue is not included. Oppositely, in the Rule on local arbitral awards or arbitrations
in instances where the place of arbitration is in the Philippines,[33] it is specifically
required that a petition to determine any question concerning the existence, validity
and enforceability of such arbitration agreement[34] available to the parties before
the commencement of arbitration and/or a petition for judicial relief from the ruling
of the arbitral tribunal on a preliminary question upholding or declining its
jurisdiction[35] after arbitration has already commenced should state [t]he facts
showing that the persons named as petitioner or respondent have legal capacity to
sue or be sued.[36]
Indeed, it is in the best interest of justice that in the enforecement of a
foreign arbitral award, we deny availment by the losing party of the rule that
bars foreign corporations not licensed to do business in the
Philippines from maintaining a suit in our courts. When a party enters
into a contract containing a foreign arbitration clause and, as in this
case, in fact submits itself to arbitration, it becomes bound by the contract, by the
arbitration and by the result of arbitration, conceding thereby the capacity of

the other party to enter into the contract, participate in the arbitration and cause the
implementation of the result. Although not on all fours with the instant case, also
worthy to consider is the
wisdom of then Associate Justice Flerida Ruth P. Romero in her Dissenting
Opinion in Asset Privatization Trust v. Court of Appeals,[37] to wit:
xxx Arbitration, as an alternative mode of settlement, is gaining adherents in
legal and judicial circles here and abroad. If its tested mechanism can simply be
ignored by an aggrieved party, one who, it must be stressed, voluntarily and actively
participated in the arbitration proceedings from the very beginning, it will destroy
the very essence of mutuality inherent in consensual contracts.[38]

Clearly, on the matter of capacity to sue, a foreign arbitral award should be

respected not because it is favored over domestic laws and procedures, but because
Republic Act No. 9285 has certainly erased any conflict of law question.
Finally, even assuming, only for the sake of argument, that the court a
quo correctly observed that the Model Law, not the New York Convention, governs
the subject arbitral award,[39] petitioner may still seek recognition and enforcement
of the award in Philippine court, since the Model Law prescribes substantially
identical exclusive grounds for refusing recognition or enforcement.[40]
Premises considered, petitioner TPI, although not licensed to do business in
the Philippines, may seek recognition and enforcement of the foreign arbitral award
in accordance with the provisions of the Alternative Dispute Resolution Act of 2004.
II
The remaining arguments of respondent Kingford are likewise unmeritorious.
First. There is no need to consider respondents contention that petitioner TPI
improperly raised a question of fact when it posited that its act of entering into a
MOA should not be considered doing business in the Philippines for the purpose
of determining capacity to sue. We reiterate that the foreign corporations capacity
to sue in the Philippines is not material insofar as the recognition and enforcement
of a foreign arbitral award is concerned.

Second. Respondent cannot fault petitioner for not filing a motion for
reconsideration of the assailed Resolution dated 21 November 2008 dismissing the
case. We have, time and again, ruled that the prior filing of a motion for
reconsideration is not required in certiorari under Rule 45.[41]
Third. While we agree that petitioner failed to observe the principle of
hierarchy of courts, which, under ordinary circumstances, warrants the outright
dismissal of the case,[42] we opt to relax the rules following the pronouncement
in Chua v. Ang,[43] to wit:
[I]t must be remembered that [the principle of hierarchy of courts] generally
applies to cases involving conflicting factual allegations. Cases which depend on
disputed facts for decision cannot be brought immediately before us as we are not
triers of facts.[44] A strict application of this rule may be excused when the reason
behind the rule is not present in a case, as in the present case, where the issues are
not factual but purely legal. In these types of questions, this Court has the ultimate
say so that we merely abbreviate the review process if we, because of the unique
circumstances of a case, choose to hear and decide the legal issues outright.[45]

Moreover, the novelty and the paramount importance of the issue herein raised
should be seriously considered.[46] Surely, there is a need to take cognizance of the
case not only to guide the bench and the bar, but if only to strengthen arbitration as
a means of dispute resolution, and uphold the policy of the State embodied in
the Alternative Dispute Resolution Act of 2004, to wit:
Sec. 2. Declaration of Policy. - It is hereby declared the policy of the State
to actively promote party autonomy in the resolution of disputes or the freedom of
the party to make their own arrangements to resolve their disputes. Towards this
end, the State shall encourage and actively promote the use of Alternative Dispute
Resolution (ADR) as an important means to achieve speedy and impartial justice
and declog court dockets. xxx

Fourth. As regards the issue on the validity and enforceability of the foreign
arbitral award, we leave its determination to the court a quo where its recognition
and enforcement is being sought.
Fifth. Respondent claims that petitioner failed to furnish the court of origin a
copy of the motion for time to file petition for review on certiorari before the petition
was filed with this Court.[47] We, however, find petitioners reply in order. Thus:

26. Admittedly, reference to Branch 67 in petitioner TPIs Motion for

Time to File a Petition for Review on Certiorari under Rule 45 is a typographical
error. As correctly pointed out by respondent Kingford, the order sought to be
assailed originated from Regional Trial Court, Makati City, Branch 61.
27. xxx Upon confirmation with the Regional Trial Court, Makati City,
Branch 61, a copy of petitioner TPIs motion was received by the Metropolitan Trial
Court, Makati City, Branch 67. On 8 January 2009, the motion was forwarded to
the Regional Trial Court, Makati City, Branch 61.[48]

All considered, petitioner TPI, although a foreign corporation not licensed to

do business in the Philippines, is not, for that reason alone, precluded from filing
the Petition for Confirmation, Recognition, and Enforcement of Foreign Arbitral
Award before a Philippine court.
WHEREFORE, the Resolution dated 21 November 2008 of the Regional
Trial Court, Branch 61, Makati City in Special Proceedings No. M-6533 is
hereby REVERSEDand SET ASIDE. The case is REMANDED to Branch 61 for
further proceedings.
SO ORDERED.

JOSE PORTUGAL PEREZ

Associate Justice
WE CONCUR:

ANTONIO T. CARPIO
Associate Justice
Chairperson

ARTURO D. BRION
Associate Justice

MARIA LOURDES P. A. SERENO

Associate Justice

BIENVENIDO L. REYES
Associate Justice

ATTESTATION
I attest that the conclusions in the above Decision were reached in consultation
before the case was assigned to the writer of the opinion of the Courts Division.

ANTONIO T. CARPIO
Associate Justice
Chairperson, Second Division

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 were reached in consultation before the case was assigned to the writer of
the opinion of the Courts Division.

RENATO C. CORONA
Chief Justice

[1]
[2]
[3]
[4]
[5]
[6]

[7]
[8]
[9]
[10]
[11]
[12]
[13]

[14]

[15]
[16]
[17]
[18]
[19]
[20]
[21]
[22]
[23]

[24]
[25]
[26]

[27]
[28]
[29]

Rollo, pp. 36-59.

Id. at 65-75. Penned by Judge Cedrick O. Ruiz, Regional Trial Court, Branch 61, Makati City.
Id. at 105-113.
Id. at 41. Petition for Review on Certiorari under Rule 45.
Id. at 72-75. Resolution dated 21 November 2008 of the RTC.
The Yamaoka Patent pertains to the extra-low temperature smoking process using filtered smoke on fresh
tuna which prevents the discoloration of the tuna and ensures its freshness during the frozen state. Id. at
41. Petition for Review on Certiorari under Rule 45.
Id. at 40. Petition for Review on Certiorari under Rule 45.
Id. at 76-83.
Id. at 76-77.
Id. at 84-85.
Id. at 87-89.
Id. at 42. Petition for Review on Certiorari under Rule 45.
Id. at 93-99. Award of Arbitrator dated 26 July 2007. Id. at 103-104. Disposition of Application for
Modification of Award of Arbitrators dated 13 September 2007.
Id. at 103. Pursuant to the Disposition of Application for Modification of Award of Arbitrators dated 13
September 2007, which modified the Award of Arbitrator dated 26 July 2007.
Id. at 97-98. Award of Arbitrator dated 26 July 2007.
Id. at 184-195.
Id. at 294-302. Order dated 20 May 2008.
Id. at 303-326. Motion for Inhibition with Motion for Reconsideration dated 30 May 2008.
Id. at 337-338. Order dated 11 June 2008.
Id. at 65-75. Resolution dated 21 November 2008.
Id. at 72-73. Resolution dated 21 November 2008.
Republic Act No. 9285 approved on 2 April 2004.
As adopted by the United Nations Commission on International Trade Law on 21 June 1985, and as
amended by the United Nations Commission on International Trade Law on 7 July 2006.
Rollo, p. 38. Petition for Review on Certiorari under Rule 45.
G.R. No. 169053, 19 June 2009, 590 SCRA 49.
Id. at 68 citing In re: Petition for Assistance in the Liquidation of the Rural Bank of Bokod (Benguet), Inc.,
Philippine Deposit Insurance Corporation, v. Bureau of Internal Revenue, G.R. No. 158261, 18 December
2006, 511 SCRA 123, 141 further citing Laureano v. Court of Appeals, 381 Phil. 403, 411-412 (2000).
G.R. No. 171101, 5 July 2011, 653 SCRA 154.
Id. at 244 citing Koruga v. Arcenas, Jr., supra note 24.
Sec. 2, Republic Act No. 9285.

[30]

[31]
[32]

[33]
[34]
[35]
[36]

Secs. 42 and 45, Republic Act No. 9285, which adopted the New York Convention; and Sec. 19, Republic
Act No. 9285, which adopted the entire provisions of the Model Law.
A.M. No. 07-11-08-SC dated 1 September 2009.
RULE 13.5. Contents of petition. The petition shall state the following:
a. The addresses of the parties to arbitration;
b.
In the absence of any indication in the award, the country where the arbitral award was made and
whether such country is a signatory to the New York Convention; and
c. The relief sought.
Apart from other submissions, the petition shall have attached to it the following:
a.
An authentic copy of the arbitration agreement; and
b.
An authentic copy of the arbitral award.
If the foreign arbitral award or agreement to arbitrate or submission is not made in English, the petitioner
shall also attach to the petition a translation of these documents into English. The translation shall be certified
by an official or sworn translator or by a diplomatic or consular agent. A.M. No. 07-11-08-SC dated 1
September 2009.
Rule 3.1, A.M. No. 07-11-08-SC dated 1 September 2009.
Rule 3.2, A.M. No. 07-11-08-SC dated 1 September 2009.
Rule 3.12, A.M. No. 07-11-08-SC dated 1 September 2009.
In relation to a petition to determine any question concerning the existence, validity and enforceability of
such arbitration agreement available to the parties before the commencement of arbitration, Rule 3.6
provides:
RULE 3.6. Contents of petition. The verified petition shall state the following:
a. The facts showing that the persons named as petitioner or respondent have legal capacity
to sue or be sued;
b. The nature and substance of the dispute between the parties;
c. The grounds and the circumstances relied upon by the petitioner to establish his position;
and
d. The relief/s sought.
Apart from other submissions, the petitioner must attach to the petition an authentic copy of
the arbitration agreement.
In relation to a petition for judicial relief from the ruling of the arbitral tribunal on a preliminary question
upholding or declining its jurisdiction after arbitration has already commenced, Rule 3.16 reads:
RULE 3.16. Contents of petition. The petition shall state the following:
a. The facts showing that the person named as petitioner or respondent has legal capacity to
sue or be sued;
b. The nature and substance of the dispute between the parties;
c. The grounds and circumstances relied upon by the petitioner; and
d. The relief/s sought.
In addition to the submissions, the petitioner shall attach to the petition a copy of the request
for arbitration and the ruling of the arbitral tribunal.
The arbitrators shall be impleaded as nominal parties to the case and shall be notified of the
progress of the case.

[37]
[38]
[39]

G.R. No. 121171, 29 December 1998, 300 SCRA 579

Id. at 631.
In its Resolution dated 21 November 2008, the court a quo observed: This reliance by TPI solely upon the
New York Convention in conjunction with Section 42 of Republic Act No. 9285 may not be correct. It is
apparent from the Award of Arbitrator that the International Centre [f]or Dispute Resolution is a
Commercial Arbitration Tribunal and hence, it is engaged in commercial arbitration. Under the third
sentence of Section 40 of Republic Act No. 9285, [t]he recognition and enforcement of an award in an

[40]

[41]

[42]
[43]
[44]

[45]
[46]

[47]
[48]

international commercial arbitration shall be governed by Article 35 of the Model Law [the Model Law on
International Commercial Arbitration adopted by the United Nations Commission on International Trade
Law on 21 June 1985] and not the so-called New York Convention. Rollo, p. 74.
Article 36 of the Model Law provides:
Article 36. Grounds for refusing recognition or enforcement
(1) Recognition or enforcement of an arbitral award, irrespective of the country in which it was made, may
be refused only:
(a) at the request of the party against whom it is invoked, if that party furnishes to the competent court
where recognition or enforcement is sought proof that:
(i) a party to the arbitration agreement referred to in article 7 was under some incapacity; or the said
agreement is not valid under the law to which the parties have subjected it or, failing any
indication thereon, under the law of the country where the award was made; or
(ii) the party against whom the award is invoked was not given proper notice of the appointment of
an arbitrator or of the arbitral proceedings or was otherwise unable to present his case; or
(iii) the award deals with a dispute not contemplated by or not falling within the terms of the submission
to arbitration, or it contains decisions on matters beyond the scope of the submission to arbitration,
provided that, if the decisions on matters submitted to arbitration can be separated from those not
so submitted, that part of the award which contains decisions on matters submitted to arbitration
may be recognized and enforced; or
(iv) the composition of the arbitral tribunal or the arbitral procedure was not in accordance with the
agreeement of the parties or, failing such agreement, was not in accordance with the law of the
country where the arbitration took place; or
(v) the award has not yet become binding on the parties or has been set aside or suspended by a court
of the country in which, or under the law of which, that award was made; or
(b) if the court finds that:
(i) the subject-matter of the dispute is not capable of settlement by arbitration under the law of this
State; or
(ii) the recognition or enforcement of the award would be contrary to the public policy of this State.
(2) xxx
San Miguel Corporation v. Layoc, Jr., G.R. No. 149640, 19 October, 2007, 537 SCRA 77, 91; Bases
Conversion and Development Authority v. Uy, G.R. No. 144062, 2 November 2006, 506 SCRA 524, 534;
and Paa v. CA, G.R. No. 126560, 4 December 1997, 282 SCRA 448.
Catly v. Navarro, G.R. No. 167239, 5 May 2010, 620 SCRA 151, 193.
G.R. No. 156164, 4 September 2009, 598 SCRA 229.
Id. at 238 citing Mangaliag v. Catubig-Pastoral, G.R. No. 143951, 25 October 2005, 474 SCRA
153,161; Agan, Jr. v. Philippine International Air Terminals Co., Inc., G.R. Nos. 155001, 155547 and
155661, 21 January 2004, 420 SCRA 575, 584.
Id.
La Bugal-B'laan Tribal Association, Inc. v. Ramos, G.R. No. 127882, 27 January 2004, 421 SCRA 148,
183.
Rollo, pp. 427-428. Comment/Opposition on the petition dated 1 April 2009.
Id. at 459. Reply to COMMENT/OPPOSITION (Re: Petitoner Tuna Processing, Inc.s Petition for Review
on Certiorari Under Rule 45 dated January 23, 2009) dated 1 April 2009.