CONFLICT OF LAWS HONGKONG SHANGAI BANKING CORPORATION v. SHERMAN G.R. No. 72494 August 11, 1989

HONGKONG SHANGAI BANKING CORPORATION v. SHERMAN

G.R. No. 72494 August 11, 1989

FACTS

In 1981, Eastern Book Supply Service PTE, Ltd., (Eastern) a company incorporated in Singapore applied w/, & was granted by the Singapore branch of HSBC an overdraft facility in the max amount of Singapore $200,000 (w/c amount was subsequently increased to Singapore $375,000) w/ interest at 3% over HSBC prime rate, payable monthly, on amounts due under said overdraft facility. As a security for the repayment by Eastern of sums advanced by HSBC to it through the aforesaid overdraft facility, in 1982, Jack Sherman, Dodato Reloj, and a Robin de Clive Lowe, all of whom were directors of Eastern at such time, executed a Joint and Several Guarantee in favor of HSBC whereby Sherman, Reloj and Lowe agreed to pay, jointly and severally, on demand all sums owed by Eastern to HSBC under the aforestated overdraft facility.

The Joint and Several Guarantee provides that: “This guarantee and all rights, obligations and liabilities arising hereunder shall be construed and determined under and may be enforced in accordance with the laws of the Republic of Singapore. We hereby agree that the Courts of Singapore shall have jurisdiction over all disputes arising under this guarantee.”

Eastern  failed to pay its obligation. Thus, HSBC demanded payment of the obligation from Sherman & Reloj, conformably w/ the provisions of the Joint and Several Guarantee. Inasmuch as Sherman & Reloj still failed to pay, HSBC filed a complaint for collection of a sum of money against them. Sherman & Reloj filed a motion to dismiss on the grounds that (1) the court has no jurisdiction over the subject matter of the complaint, and (2) the court has no jurisdiction over the person of the defendants.

ISSUE

W/N Philippine courts should have jurisdiction over the suit.

RULING

YES. While it is true that "the transaction took place in Singaporean setting" and that the Joint and Several Guarantee contains a choice-of-forum clause, the very essence of due process dictates that the stipulation that "this guarantee and all rights, obligations & liabilities arising hereunder shall be construed & determined under & may be enforced in accordance w/ the laws of the Republic of Singapore. We hereby agree that the Courts in Singapore shall have jurisdiction over all disputes arising under this guarantee" be liberally construed. One basic principle underlies all rules of jurisdiction in International Law: a State does not have jurisdiction in the absence of some reasonable basis for exercising it, whether the proceedings are in rem quasi in rem or in personam. To be reasonable, the jurisdiction must be based on some minimum contacts that will not offend traditional notions of fair play and substantial justice. Indeed, as pointed-out by HSBC at the outset, the instant case presents a very odd situation. In the ordinary habits of life, anyone would be disinclined to litigate before a foreign tribunal, w/ more reason as a defendant. However, in this case, Sherman & Reloj are Philippine residents (a fact which was not disputed by them) who would rather face a complaint against them before a foreign court and in the process incur considerable expenses, not to mention inconvenience, than to have a Philippine court try and resolve the case. Their stance is hardly comprehensible, unless their ultimate intent is to evade, or at least delay, the payment of a just obligation.

The defense of Sherman & Reloj that the complaint should have been filed in Singapore is based merely on technicality. They did not even claim, much less prove, that the filing of the action here will cause them any unnecessary trouble, damage, or expense. On the other hand, there is no showing that petitioner BANK filed the action here just to harass Sherman & Reloj.

The parties did not thereby stipulate that only the courts of Singapore, to the exclusion of all the rest, has jurisdiction. Neither did the clause in question operate to divest Philippine courts of jurisdiction. In International Law, jurisdiction is often defined as the light of a State to exercise authority over persons and things w/in its boundaries subject to certain exceptions. Thus, a State does not assume jurisdiction over travelling sovereigns, ambassadors and diplomatic representatives of other States, and foreign military units stationed in or marching through State territory w/ the permission of the latter's authorities. This authority, which finds its source in the concept of sovereignty, is exclusive w/in and throughout the domain of the State. A State is competent to take hold of any judicial matter it sees fit by making its courts and agencies assume jurisdiction over all kinds of cases brought before them.