G.R. No.

138104 April 11, 2002 the nature of its transaction reveals an "intention to do
MR HOLDINGS, LTD., vs SHERIFF CARLOS P. BAJAR, business" or "to begin a series of transaction" in the country; c)
SHERIFF FERDINAND M. JANDUSAY, SOLIDBANK petitioner, Marcopper and Placer Dome are one and the same
CORPORATION, AND MARCOPPER MINING CORP entity, petitioner being then a wholly-owned subsidiary of
This is a petition for review for certiorari filed by MR Holdings.
Placer Dome, which, in turn, owns 40% of Marcopper.
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ISSUE: WON MR HOLDINGS, LTD has capacity to sue?
FACTS: Under a "Principal Loan Agreement" and
HELD: Yes, petitioner was engaged only in isolated acts or
"Complementary Loan Agreement," Asian Development Bank
transactions which are not regarded as doing or carrying on of
(ADB), a multilateral development finance institution, agreed to
a business. Typical examples of these are the making of a
extend to Marcopper Mining Corporation (Marcopper) a loan in
single contract, sale, sale with the taking of a note and
the aggregate amount of US$40,000,000.00 to finance the
mortgage in the state to secure payment therefor, purchase, or
latter’s mining project at Sta. Cruz, Marinduque. On even date,
note, or the mere commission of a tort..In these instances,
ADB and Placer Dome, Inc., (Placer Dome), a foreign
there is no purpose to do any other business within the
corporation which owns 40% of Marcopper, executed a
country.
"Support and Standby Credit Agreement" whereby the latter In Corporation Law, it is not the absence of the
agreed to provide Marcopper with cash flow support for the prescribed license but the "doing (of) business" in the
payment of its obligations to ADB. To secure the loan, Philippines without such license which debars the foreign
Marcopper executed in favor of ADB a "Deed of Real Estate corporation from access to our courts.
and Chattel Mortgage" covering substantially all of its a) if a foreign corporation does business in the
(Marcopper’s) properties and assets in Marinduque. Philippines without a license, it cannot sue before the
When Marcopper defaulted in the payment of its loan Philippine courts;
obligation, Placer Dome, in fulfillment of its undertaking under b) if a foreign corporation is not doing business in the
the "Support and Standby Credit Agreement," and presumably Philippines, it needs no license to sue before Philippine courts
to preserve its international credit standing, agreed to have its on an isolated transaction or on a cause of action entirely
subsidiary corporation, petitioner MR Holding, Ltd., assumed independent of any business transaction; and
Marcopper’s obligation to ADB. Consequently, in an c) if a foreign corporation does business in the
"Assignment Agreement" dated March 1997, ADB assigned to Philippines with the required license, it can sue before
petitioner all its rights, interests and obligations under the Philippine courts on any transaction.
principal and complementary loan agreements, ("Deed of Real The Corporation Code is silent as to what constitutes
Estate and Chattel Mortgage," and "Support and Standby "doing business" in the Philippines. Jurisprudence supplied this
Credit Agreement"). Thereafter, Marcopper likewise executed a deficiency by holding that term "implies a continuity of
"Deed of Assignment" in favor of petitioner where it assigned, commercial dealings and arrangements, and contemplates, to
transfered, ceded and conveyed to petitioner, its assigns that extent, the performance of acts or works or the exercise of
and/or successors-in-interest all of its (Marcopper’s) properties, some of the functions normally incident to, and in progressive
mining equipment and facilities. prosecution of, the purpose and object for which the
Meanwhile, it appeared that on May 1997, Solidbank corporation was organized (see Foreign Investment Act of
Corporation (Solidbank) obtained a Partial Judgment against 1991 (RA 7042).”
Marcopper from an RTC Manila which adjudged Marcopper to In the case at bar, the Court of Appeals categorized
pay Solidbank P52,970,756.89, plus interests. A writ of as "doing business" petitioner’s participation under the
execution and notices of levy were issued on Marcopper's "Assignment Agreement" and the "Deed of Assignment." This
personal and real properties and over all its stocks of scrap is simply untenable. The expression "doing business" should
iron and unserviceable mining equipment. not be given such a strict and literal construction as to make it
Having learned of the scheduled auction sale, apply to any corporate dealing whatever. At this early stage
petitioner seved an "Affidavit of Third-Party Claim" asserting its and with petitioner’s acts or transactions limited to the
ownership over all Marcopper's mining properties, equipment assignment contracts, it cannot be said that it had performed
and facilities. The same was denied that petitioner then filed a acts intended to continue the business for which it was
complaint for reivindication of properties with writ of preliminary organized. Long before petitioner assumed Marcopper’s debt
injunction and restraining order. Again, the same was denied to ADB and became their assignee under the two assignment
on the ground that petitioner has no legal capacity to sue, it contracts, there already existed a "Support and Standby Credit
being a foreign corporation doing business in the Philippines Agreement" between ADB and Placer Dome whereby the latter
without license. bound itself to provide cash flow support for Marcopper’s
Petitioner alleged that it is not "doing business" in the payment of its obligations to ADB. Plainly, petitioner’s payment
Philippines and characterizes its participation in the of US$ 18,453,450.12 to ADB was more of a fulfillment of an
assignment contracts (whereby Marcopper’s assets where obligation under the "Support and Standby Credit Agreement"
transferred to it) as mere isolated acts that cannot foreclose its rather than an investment. That petitioner had to step into the
right to sue in local courts. Petitioner asserts its existence as a shoes of ADB as Marcopper’s creditor was just a necessary
corporation, separate and distinct from Placer Dome and legal consequence of the transactions that transpired.
Marcopper. DAPM 
In its comment, Solidbank avers that: a) petitioner is
"doing business" in the Philippines and this is evidenced by the
"huge investment" it poured into the assignment contracts; b)
granting that petitioner is not doing business in the Philippines,