Sy vs Tyson Enterprises, Inc.

FACTS: In 1979, Tyson Enterprises, Inc. filed a collection suit against

Universal Parts Supply Corporation and its president John Sy. The suit was
filed in Pasig, Rizal. John Sy filed a motion to file for a bill of particulars
which was denied. Subsequently, Sy filed a motion to dismiss on the
ground of improper venue. Sy alleged that Tyson Enterprises should have
filed the case either in Bacolod City (business address of Universal Parts)
or in Manila (business address of Tyson Enterprises). Sy alleged that it is
improper for Tyson Enterprises to file the case in Pasig even if it is the
residence of Tyson’s president and general manager, Dominador Ti.
The trial court as well as the Court of Appeals denied Sy’s motion on the
ground that he waived the defense of improper venue when he filed his
motion to file for a bill of particulars; that the prior motion placed Sy under
the jurisdiction of the trial court.
ISSUE: Whether or not a plaintiff-corporation may file a civil case not in its
business address nor the business address/residence of the defendant but
in the place of residence of its incorporators/officers.
HELD: No. A corporation has a separate and distinct personality from its
incorporators. Its place of business is its residence and not the residence of
its president or any other officer. Hence, venue is improperly laid in this
case. The trial court of Pasig has no jurisdiction.
Anent the issue that there was a waiver, as a rule, the defense of improper
venue is waived if it is not alleged in a motion to dismiss. In the case at bar,
Sy was able to file his motion to dismiss in a timely manner. It is of no
moment that there was a prior motion for a bill of particulars that was filed.
There is nothing in the rule that states that no other motion should have
been filed prior to filing a motion to dismiss before a motion to dismiss
grounded on improper venue may be allowed.