• This is a landmark case on international commercial arbitration, resolving the conflict between the Corporation Code's prohibition against unlicensed foreign corporations suing in the Philippines and the country's commitment to enforcing foreign arbitral awards. The Supreme Court ruled that the Alternative Dispute Resolution Act of 2004 (ADR Act), a special law, prevails over the Corporation Code, a general law. Therefore, an unlicensed foreign corporation *can* sue in Philippine courts for the specific purpose of recognizing and enforcing a foreign arbitral award, as "lack of capacity to sue" is not among the exclusive grounds for refusing enforcement under the ADR Act and the New York Convention.

• The Agreement: In 2003, five Philippine tuna processors, including Philippine Kingford, Inc., formed an alliance with a patent holder. They agreed to establish Tuna Processing, Inc. (TPI), a California-based corporation, to enforce patents and collect royalties from the Philippine companies.
• The Dispute and Arbitration: The Philippine companies, including Kingford, later withdrew from the agreement and reneged on their obligations. TPI initiated arbitration in California and won an award of over USD 1.75 million against Kingford for breach of contract and patent infringement.
• Enforcement Suit: In 2007, TPI filed a petition in the RTC of Makati to have the foreign arbitral award recognized and enforced in the Philippines. TPI admitted it was a foreign corporation not licensed to do business in the country.

• RTC Ruling: Kingford filed a Motion to Dismiss, arguing TPI had no legal capacity to sue under Section 133 of the Corporation Code because it was an unlicensed foreign corporation doing business in the Philippines (collecting royalties). The RTC agreed and dismissed TPI's petition.
• Supreme Court Action: TPI filed a Petition for Review on *Certiorari* directly with the Supreme Court, raising a pure question of law regarding the conflict between the Corporation Code and the ADR Act.

• Can a foreign corporation not licensed to do business in the Philippines sue in a Philippine court to recognize and enforce a foreign arbitral award?
• Which law governs: the general prohibition in the Corporation Code or the special provisions of the Alternative Dispute Resolution Act of 2004?

The Supreme Court GRANTED the petition, REVERSED the RTC's dismissal, and REMANDED the case for further proceedings.

• Special Law Prevails: The Alternative Dispute Resolution Act of 2004 (R.A. 9285) is a special law that specifically governs the enforcement of foreign arbitral awards. It prevails over the Corporation Code, which is a general law.
• No Capacity to Sue Requirement: Section 45 of the ADR Act provides an *exclusive* list of grounds for refusing to enforce a foreign arbitral award, adopted from Article V of the New York Convention. "Lack of legal capacity to sue" is not on that list. Therefore, it cannot be raised as a ground to dismiss an enforcement petition.
• Binding Nature of Arbitration: When a party voluntarily submits to arbitration, they are bound by the process and its result. This includes conceding the other party's capacity to participate and enforce the award.

• Generalia Specialibus Non Derogant: A special law (like the ADR Act) prevails over a general law (like the Corporation Code).
• Enforcement of Foreign Arbitral Awards: The grounds for refusing to recognize or enforce a foreign arbitral award under R.A. 9285 and the New York Convention are exclusive. Lack of a license to do business is not one of them.
• Capacity to Sue for Enforcement: An unlicensed foreign corporation has the legal capacity to sue in the Philippines for the limited purpose of seeking the recognition and enforcement of a foreign arbitral award.