KOREA TECHNOLOGIES CO.
, LTD
vs.
HON. ALBERTO A. LERMA and PACIFIC GENERAL STEEL MANUFACTURING
CORPORATION
G.R. No. 143581
January 7, 2008
Parties:
Petitioner - Korea Technologies Co., Ltd. (KOGIES), Korean corporation engaged in
the supply and installation of LPG Cylinder manufacturing plants
Respondent - Pacific General Steel Manufacturing Corp. (PGSMC), domestic
Underlying transaction:
Contact to set up a manufacturing plant at Carmona, Cavite
USD 1,224,000 - KOGIES will ship the machinery and facilities necessary for
manufacturing LPG cylinders
USD 306,000 - install and initiate the operation of the plant
Events:
KORGIES shipped and installed the necessary facilities but initial operation could not
be conducted as PGSMC encountered financial difficulties affecting the supply of
materials. This forced the parties to agree that KOGIES would be deemed to have
completely complied with the terms and conditions of the contract
PGSMC issued two postdated checks for the balance of the contract price. When
KOGIES deposited the checks, these were dishonored for the reason PAYMENT
STOPPED.
PGSMC claimed the stop payment order was due to its discovery that that the quantity
and quality stipulated was different from what was delivered by KOGIES.
PGSMC then informed KOGIES that it was cancelling their contract based on said
ground and that it would dismantle and transfer the machines installed at the plant.
Thereafter, PGSMC then filed a complaint for estafa against KORGIES.
KOGIES told PGSMC that it could not unilaterally rescind the contract or dismantle
and transfer the M & E.
PGSMC reiterated its threat of dismantling; thus KOGIES instituted an Application for
Arbitration before the Korean Commercial Arbitration Board (KCAB) in Seoul, Korea
pursuant to Art. 15 of the Contract as amended
KOGIES filed a Complaint for Specific Performance (for PGSMC to submit to
arbitration?), against PGSMC before the Muntinlupa RTC.
KOGIES averred, among others, that PGSMC violated Art. 15 of their Contract, as
amended, by unilaterally rescinding the contract without resorting to arbitration.
KOGIES also asked that PGSMC be restrained from dismantling and transferring the
machinery and equipment.
RTC issued TRO.
In opposing the TRO, PGSMC argued that KOGIES was not entitled to it since the
arbitration clause was null and void for being against public policy as it ousts the local
courts of jurisdiction over the case.
PGSMC filed its Answer and claimed that it can dismantle and transfer the equipment
because it had already paid for it in full.
RTC issued an order denying the application for a writ of preliminary injunction
holding that KOGIES no longer had proprietary rights over the equipment. RTC also
held that Art. 15 of the Contract was invalid as it tended to oust the court jurisdiction
over any dispute that may arise between the parties.
KOGIES filed a MR.
RTC denied the MR and granted the PGSMC's Motion for Inspection of Things to
determine whether there was indeed alteration of the quantity and lowering of quality
of the machineries and equipment, and whether these were properly installed.
KOGIES filed a petition for certiorari with the CA seeking to annul the orders denying
the injunctive writ and granting the inspection, to enjoin inspection, dismantling and
transferring of the equipment, and to direct the RTC to enforce the specific agreement
on arbitration to resolve the dispute.
CA affirmed the decision
Issue: Whether the arbitration clause was was null and void
No. The lower courts erred in finding that the arbitration clause was void.
Arbitration clause not contrary to public policy
Established in this jurisdiction is the rule that the law of the place where the contract is
made governs. Lex loci contractus. The contract in this case was perfected here in the
Philippines and Art. 2044 of the Civil Code sanctions the validity of mutually agreed
arbitral clause or the finality and binding effect of an arbitral award.
The arbitration clause which stipulates that the arbitration must be done in Seoul, Korea
in accordance with the Commercial Arbitration Rules of the KCAB, and that the
arbitral award is final and binding, is not contrary to public policy.
Arbitration along with mediation, conciliation, and negotiation, being inexpensive,
speedy and less hostile methods have long been favored by the SC. Courts should
liberally construe arbitration clauses. Any doubt should be resolved in favor of
arbitration.
As signatory to the Arbitration Rules of the UNCITRAL Model Law on International
Commercial Arbitration, the Philippines committed itself to be bound by the Model
Law. We have even incorporated the Model Law in the ADR Law of 2004.
Although RA 9285 was passed only in 2004, it nonetheless applies in the instant case
(1997-98), which is still pending, since it is a procedural law that has a retroactive
effect.
Pertinent features of RA 9285 applying and incorporating the UNCITRAL Model
Law
1. The RTC must refer to arbitration in proper cases. Under Sec. 24, the RTC does not
have jurisdiction over disputes that are properly the subject of arbitration pursuant to
an arbitration clause, and mandates the referral to arbitration in such cases
2. Foreign arbitral awards must be confirmed by the RTC
While foreign arbitral awards may be mutually stipulated by the parties in the
arbitration clause to be final and binding, they are not immediately enforceable or
cannot be implemented immediately.
Sec. 35 of the Model Law contains the requirement for the arbitral award to be
recognized by a competent court for enforcement, which court under Sec. 36 of the
UNCITRAL Model Law may refuse recognition or enforcement on the grounds
provided for.
Sec. 35: An arbitral award, irrespective of the country in which it was made, shall
be recognized as binding and shall be enforced upon application to the competent
court, subject to the provisions of this article and of article 36.
Sec. 42 of 9285 incorporates the provision and provides that recognition and
enforcement of arbitral awards covered by the NY Convention shall be filed with the
Regional Trial Court
The concept of a final and binding arbitral award is similar to judgments or
awards given by some of our quasi-judicial bodies whose final judgments are
stipulated to be final and binding, but not immediately executory in the sense
that they may still be judicially reviewed, upon the instance of any party.
3. The RTC has jurisdiction to review foreign arbitral awards
Sec. 42 in relation to Sec. 45 of RA 9285 designated and vested the RTC with specific
authority and jurisdiction to set aside, reject, or vacate a foreign arbitral award on
grounds provided under Art. 34(2) of the UNCITRAL Model Law.
Thus, while the RTC does not have jurisdiction over disputes governed by
arbitration mutually agreed upon by the parties, still the foreign arbitral award
is subject to judicial review by the RTC which can set aside, reject, or vacate it.
Foreign arbitral awards, while final and binding, do not oust courts of
jurisdiction since these arbitral awards are not absolute and without exceptions
as they are still judicially reviewable.
4. RTC decision of assailed foreign arbitral award appealable
Sec. 46 of RA 9285 provides for an appeal before the CA as the remedy of an
aggrieved party in cases where the RTC sets aside, rejects, vacates, modifies, or
corrects an arbitral award
Thereafter, the CA decision may further be appealed or reviewed before this Court
through a petition for review under Rule 45 of the Rules of Court.
Thus, based on the foregoing features of RA 9285, PGSMC must submit to the foreign
arbitration as it bound itself through the subject contract.
Unilateral rescission improper and illegal
being bound to the contract of arbitration, a party may not unilaterally rescind or
terminate the contract for whatever cause without first resorting to arbitration.
Where an arbitration clause in a contract is availing, neither of the parties can
unilaterally treat the contract as rescinded since whatever infractions or breaches by a
party or differences arising from the contract must be brought first and resolved by
arbitration, and not through an extrajudicial rescission or judicial action.
Corollarily, the trial court gravely abused its discretion in granting PGSMCs Motion
for Inspection of Things on September 21, 1998, as the subject matter of the motion is
under the primary jurisdiction of the mutually agreed arbitral body, the KCAB in
Korea.
Sheriff is not technically competent to ascertain the actual status of the equipment and
machineries as installed in the plant.
Issue on ownership of plant proper for arbitration
Question of fact; not within the ambit of certiorari
RTC committed grave abuse of discretion in resolving the issue on the ownership of
the plant when it is the arbitral body (KCAB) and not the RTC which has jurisdiction
and authority over the said issue.
