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    Global Business Holdings, Inc. v. Surecomp Software, B.V.

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    CheChe
    Global Business Holdings merged with ABC bank and assumed ABC's existing software license agreement with Surecomp Software, a Dutch company. Global Business later terminated the contract and Surecomp sued for breach. Global Business claimed Surecomp couldn't sue as it wasn't licensed to do business in the Philippines. The court ruled that Global Business was estopped from making this claim, as ABC had contracted with and benefited from Surecomp before the merger. Under the doctrine of estoppel, a party cannot challenge a foreign corporation's capacity to sue after acknowledging it by entering into a contract and receiving benefits from it.

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    Global Business Holdings, Inc. v. Surecomp Software, B.V.

    Uploaded by

    CheChe
    630 views1 page
    Global Business Holdings merged with ABC bank and assumed ABC's existing software license agreement with Surecomp Software, a Dutch company. Global Business later terminated the contract and Surecomp sued for breach. Global Business claimed Surecomp couldn't sue as it wasn't licensed to do business in the Philippines. The court ruled that Global Business was estopped from making this claim, as ABC had contracted with and benefited from Surecomp before the merger. Under the doctrine of estoppel, a party cannot challenge a foreign corporation's capacity to sue after acknowledging it by entering into a contract and receiving benefits from it.

    Original Description:

    Global Business Holdings, Inc. v. Surecomp Software, B.V.

    Original Title

    Global Business Holdings, Inc. v. Surecomp Software, B.v.

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    Global Business Holdings merged with ABC bank and assumed ABC's existing software license agreement with Surecomp Software, a Dutch company. Global Business later terminated the contract and Surecomp sued for breach. Global Business claimed Surecomp couldn't sue as it wasn't licensed to do business in the Philippines. The court ruled that Global Business was estopped from making this claim, as ABC had contracted with and benefited from Surecomp before the merger. Under the doctrine of estoppel, a party cannot challenge a foreign corporation's capacity to sue after acknowledging it by entering into a contract and receiving benefits from it.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    630 views1 page

    Global Business Holdings, Inc. v. Surecomp Software, B.V.

    Uploaded by

    CheChe
    Global Business Holdings merged with ABC bank and assumed ABC's existing software license agreement with Surecomp Software, a Dutch company. Global Business later terminated the contract and Surecomp sued for breach. Global Business claimed Surecomp couldn't sue as it wasn't licensed to do business in the Philippines. The court ruled that Global Business was estopped from making this claim, as ABC had contracted with and benefited from Surecomp before the merger. Under the doctrine of estoppel, a party cannot challenge a foreign corporation's capacity to sue after acknowledging it by entering into a contract and receiving benefits from it.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 1

    Global Business Holdings, Inc.

    v.
    Surecomp Software, B.V.
    G.R. No. 173463
    October 13, 2010
    Facts:

    Global Business Holdings merged with Asian Banking Corporation (ABC), with the former
    as the surviving corporation. Prior to the merger, ABC had an existing software license agreement
    with Surecomp Software, a foreign corporation in the Netherlands for the ABC’s bank operation
    system for a period of twenty years. After the merger, Global Business holdings found the
    software unusable, and therefore terminated the contract with Surecomp Software. As a result
    of the early termination, Surecomp filed an action for breach of contract with damages before
    the Philippine RTC. Global Business moved to dismiss the case on the ground that Surecomp had
    no capacity to sue because it was doing business in the Philippines without a license. RTC ruled
    in favor of Surecomp hodling that Global Business, being the successor in interest of ABC is
    estopped from denying Surecomps capacity to sue, to which the CA agreed, hence this petition.

    Issue: Whether or not Global Business Holdings is estopped from denying Surecomp’s capacity
    to sue.

    Ruling: Yes.

    As a general rule, a corporation has a legal status only within the state or territory in which
    it was organized. In order to subject a foreign corporation doing business in the country to the
    jurisdiction of our courts, it must acquire a license from the Securities and Exchange Commission
    and appoint an agent for service of process, without which it cannot institute a suit in the
    Philippines. The exception to this rule is the doctrine of estoppel. A foreign corporation doing
    business in the Philippines without license may sue in Philippine courts a Filipino citizen or a
    Philippine entity that had contracted with and benefited from it. A party is estopped from
    challenging the personality of a corporation after having acknowledged the same by entering into
    a contract with it. The principle is applied to prevent a person contracting with a foreign
    corporation from later taking advantage of its noncompliance with the statutes, chiefly in cases
    where such person has received the benefits of the contract.

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