Seawall Realty Services, Inc. vs. Atty. Hubert Dominic B. Guevara; Securities and Exchange Commission En Banc Case No. 09-10-214 (Philippines)
Petitioner entered into a Share Sale and Purchase Agreement with York Fidelity, a foreign corporation organized and existing under the laws of Bermuda, for Petitioner's sale of its shares to York Fidelity in Lexus Landholdings Group, Inc., a developer of a hotel located in the Philippines. However, it was alleged that York Fidelity failed to pay the remaining balance. Petitioner filed a complaint against York Fidelity and claimed that it was doing business in the Philippines due to the following reasons:
- Its seed capital investment in Lexus Landholdings Group, Inc.
- Ownership of 40% of York Phil.
- The appointment of nominees in York Phil.
The Securities and Exchange Commission ruled that a mere investment by a foreign entity in a domestic corporation is not deemed as doing business in the Philippines, nor is having a nominee director or officer to represent York Fidelity in York Phil.