Columbia Pictures v. CA (1996)

Columbia Pictures v. CA (1996) – Regalado, J. Concept: Foreign Cororations FACTS: Columbia Pictures, et al. had lodged a formal complaint with the NBI, vis-à-vis their anti-lm pirac drive. !ventuall, the NBI obtained a search warrant against "unshine #ideo see$ing to sei%e pirated video tapes, among others. &he NBI carried out the sei%ure, and led a return with the trial court. 'owever, the trial court eventuall granted a motion to lift the order of search warrant ( the contention was that the master tapes of the coprighted lms from which the pirated lms were allegedl copied were never presented in the proceedings for the issuance of the search warrants. &he C) dismissed the appeal brought before it. 'ence, Columbia Pictures, et al. brought the case before the "C. Sunshine Video contended that Columbia Pictures, et al. (being foreign corporations doing business in the Philippines) should hae a license in order to maintain an action in Philippine courts ! and "ithout such license, it had no right to as# for the issuance of a search "arrant. "unshine video submitted that the fact that Columbia Pictures, et al. were copright owners or owners of e*clusive e*clusive rights of distribution in the Philippines of coprighted coprighted motion pictures, pictures, )N+ the fact that )tt. +omingo had been appointed as their att.-in-fact constituted doing business in the Philippines, under the ules of the Board of Investments. $SS%&: +o Colombia Pictures, et al. have legal personalit to sue in the Philippines/ '&:  0!". 1nder the "ec. 233 of the Corp. Code, no foreign corporation shall be permitted to transact business in the Philippines, as this phrase is understood under the Corporation Code, unless it shall have the license re4uired b law, and until it complies with the law in transacting business here, it shall not be permitted to maintain an suit in local courts. 'owever, such license is not necessar if it is not engaged engaged in business business in the Philippines. Philippines. )n foreign corporation corporation not doing business business in the Philippines Philippines ma maintain an action in our courts upon an cause of action, provided that the sub5ect matter and the defendant are within the 5urisdiction of the court.

No general rule or governing principles can be laid down as to what constitutes 6doing6 or 6engaging in6 or 6transacting6 business. &he true tests, however, seem to be whether the foreign corporation is contin continuing uing the bod bod or substa substance nce of the business business or enterp enterpris rise e for which it was organi%e organi%ed d 7as distinguished from merel casual, sporadic, or occasional transactions and isolated acts8 or whether it has substant substantiall iall  retir retired ed from from it and turned turned it over over to anothe anotherr. *ased *ased on Articl Article e + of the Corporati Corporation on Code and gauged gauged b- statutorstatutor- standards standards,, petitioner petitioners s are not barred barred from &here is no showing showing that, that, under our statuto statutor r or case case law, maintainin maintaining g the present present action. action. &here petitioners are doing, transacting, engaging in or carring on business in the Philippines as would re4uire obtention of a li cense before the can see$ redress from our courts. )s a general rule, a foreign corporation will not be regarded as doing business in the "tate simpl because it enters into contracts with residents of the "tate, where such contracts are consummated outside the "tate. It has moreover been held that the act of a foreign corporation in engaging an attorne to represent it in a 9ederal court sitting in a particular "tate is not doing business within the scope scope of the minimum minimum contac contactt test. test. &he mere instituti institution on and prosecut prosecution ion or defens defense e of a suit, suit, particularl if the transaction which is the basis of the suit too$ place out of the "tate, do not amount to the doing of business in the "tate.