1. Bank Of America V. CA , G.R. No. 120135, March 31, 2003FACTS: Eduardo K. Litonjua, Sr. and Aurelio J. Litonjua (Litonjuas)were engaged in the shipping business owning 2vessels:Don Aurelio and El Champion Because their business where doing well, Bank of America (BA) offered them to take a loan for them to increase their ships. BAacquiredthrough them as borrowers four more ships:(a) El Carrier; (b) El General; (c) El Challenger; and (d) El Conqueror. Theregistration, operation, income, funds, possession of the vessel belonged to the corporation. May 10, 1993:Litonjuas filed a complaint to the RTC Pasig claming that during its operations and the foreclosure sale, BA as trutees failed to fully renderan accountof the income. They lost all their 6vesselsand 10% of their personal funds and they still have an unpaid balance of their loans. BANT&SA,and BA international filed a Motion to Dismiss on grounds of forum non conveniens and lack of cause of action against them RTC and CA: Dismissed

ISSUE:1. W/N there isgrounds of forum non conveniens2. W/N there is litis pendentia

HELD: Denied

1. NO. The doctrine of forum non-conveniens, literally meaning 'the forum is inconvenient', emerged in private international law to deterthe practiceof global forum shopping Under this doctrine, a court, in conflicts of law cases, may refuse impositions on its jurisdiction where it is not the most "convenient" or available forum and the parties are not precluded from seeking remedies elsewhere. Whether a suit should be entertained or dismissed on the basis of said doctrine depends largely uponthe factsof the particular case and is addressed to the sound discretion of the trial court. Philippine Court may assume jurisdiction over the case if it chooses to do so; provided, that the following requisites are met: (1) that the Philippine Court is one to which the parties may conveniently resort to; - present (2) that the Philippine Court is in a position to make an intelligent decision as to the law andthe facts; and,- present (3) that the Philippine Court has or is likely to have power to enforce its decision- present This Court further ruled that while it is within the discretion of the trial court to abstain from assuming jurisdiction on this ground, it should do so only after vital facts are established, to determine whether special circumstances require the court's desistance; and that the propriety of dismissing a case based on this principle of forum non conveniens requires a factual determination, hence it is more properly considered a matter of defense2. NO. litis pendentia to be a ground for the dismissal of an action there must be: (a) identity of the parties or at least such as to represent the same interest in both actions -present (b) identity of rights asserted and relief prayed for, the relief being founded on the same acts - not shown (c) the identity in the two cases should be such that the judgment which may be rendered in one would, regardless of which party is successful, amount to res judicata in the other- not shown It merely mentioned thatcivil caseswere filed inHongkongand England

2. Philippine Export and Foreign Loan Guarantee Corporation v V.P. Eusebio Construction Inc.Facts:1. The State Organization of Buildings (SOB), Ministry of Housing and Construction, Baghdad, Iraq awarded the construction of the Institute of Physical Therapy-Medical Rehabilitation Center in Iraq to Ayjal Trading and Contracting Company for a total contract price of about $18M.2. Spouses Santos, in behalf of 3-Plex International, Inc., a local contractor engaged in construction business, entered into a joint venture agreement with Ayjal wherein the former undertook the execution of the entire a project, while the latter would be entitled to a commission of 4%.3. 3-Plex not accredited by the Philippine Overseas Construction Board (POCB) assigned and transferred all its rights and interests to VPECI.4. The SOB required the contractors to submit a performance bond representing 5% of the total contract price, an advance payment bond representing 10% of the advance payment to be released upon signing of the contract. To comply with these requirements 3-Plex and VPECI applied for a guarantee with Philguarantee, a government financial institution empowered to issue guarantees for qualified Filipino contractors.5. But what SOB required was a guarantee from the Rafidain Bank of Baghdad so Rafidain Bank issued a performance bond in favor of SOB on the condition that another foreign bank (not Phil Guarantee) would issue the counter-guarantee. Hence, Al Ahli Bank of Kuwait was chosen to provide the counter guarantee.6.Afterwards, SOB and the joint venture of VPECI and Ayjal executed the service contract. Under the contract, the joint venture would supply manpower and materials, SOB would refund 25% of the project cost in Iraqi Dinar and 75% in US dollars at an exchange rate of 1 Dinar to $3.37.7.The project was not completed. Upon seeing the impossibility of meeting the deadline, the joint venture worked for the renewal or extension (12x) of the performance bond up to December 1986.8. In October 1986, Al Ahli Bank sent a telex call demanding full payment of its performance bond counter-guarantee. Upon receipt, VPECI requested Iraq Trade and Economic Development Minister Fadhi Hussein to recall the telex for being in contravention of its mutual agreement that the penalty will be held in abeyance until completion of the project. It also wrote SOB protesting the telex since the Iraqi government lacks foreign exchange to pay VPECI and the non-compliance with the 75% billings in US dollars.9. Philguarantee received another telex from Al Ahli stating that it already paid to Rafidain Bank. The Central Bank authorized the remittance to Al Ahli Bank representing the full payment of the performance counter-guarantee for VPECI's project in Iraq.10. Philguarantee sent letters to respondents demanding the full payment of the surety bond. Respondents failed to pay so petitioner filed a civil case for collection of sum of money.11. Trial Court ruling: Dismissed. Philguarantee had no valid cause of action against the respondents. The joint venture incurred no delay in the execution of the project considering that SOB's violations of the contract rendered impossible the performance of its undertaking.12. CA: Affirmed.

Issue:What law should be applied in determining whether or not contractor (joint venture) has defaulted?Held:The question of whether there is a breach of the agreement which includes default pertains to the INTRINSIC validity of the contract.No conflicts rule on essential validity of contracts is expressly provided for in our laws. The rule followed by most legal systems is that the intrinsic validity of a contract must be governed by lex contractus (proper law of the contract). This may be the law voluntarily agreed upon by the parties (lex loci voluntatis) or the law intended by them either expressly or implicitly (lex loci intentionis). The law selected may be implied from factors such as substantial connection with the transaction, or the nationality or domicile of the parties. Philippine courts adopt this: to allow the parties to select the law applicable to their contract, SUBJECT to the limitation that it is not against the law, morals, public policy of the forum and that the chosen law must bear a substantive relationship to the transaction.In the case, the service contract between SOB and VPECI contains no express choice of law. The laws of Iraq bear substantial connection to the transaction and one of the parties is the Iraqi government. The place of performance is also in Iraq. Hence, the issue of whether VPECI defaulted may be determined by the laws of Iraq.BUT! Since foreign law was not properly pleaded or proved, processual presumption will apply.According to Art 1169 of the Civil Code: In reciprocal obligations, neither party incurs in delay if the other party does not comply or is not ready to comply in a proper manner what is incumbent upon him.As found by the lower courts: the delay or non-completion of the project was caused by factors not imputable to the Joint Venture, it was rather due to the persistent violations of SOB, particularly it's failure to pay 75% of the accomplished work in US dollars. Hence, the joint venture does not incur in delay if the other party(SOB) fails to perform the obligation incumbent upon him.3. Northwest Orient Airlines, Inc. V. CA (1995), G.R. No. 112573 February 9, 1995FACTS: Northwest Airlines (Northwest) and C.F. Sharp & Company (C.F.), through its Japan branch, entered into an International Passenger Sales Agency Agreement, whereby the Northwest authorized the C.F. to sell its air transportation tickets March 25, 1980:Unable to remit the proceeds of the ticket sales,NorthwestsuedC.F.in Tokyo, Japan, for collection of the unremitted proceeds of the ticket sales, with claim for damages April 11, 1980:writ of summons was issued by the 36th Civil Department, TokyoDistrict Courtof Japan The attempt to serve the summons was unsuccessful because Mr. Dinozo was in Manila and would be back on April 24, 1980 April 24, 1980:Mr. Dinozoreturned toC.F. Officeto serve the summons but he refused to receive claiming that he no longer an employee After the 2 attempts of service were unsuccessful,Supreme Court of Japan sent the summons together with the other legal documents to the Ministry ofForeign Affairsof Japan> Japanese Embassy in Manila>Ministry (now Department) ofForeign Affairsof the Philippines>Executive Judge of the Court of First Instance (now Regional Trial Court) of Manila who orderedDeputy SheriffRolando Balingit>C.F. Main Office August 28, 1980:C.F.received fromDeputy SheriffRolando Balingit the writ of summons butfailed to appear at the scheduled hearing. January 29, 1981:Tokyo Courtrendered judgment ordering theC.F. to pay83,158,195 Yenand damages for delay at the rate of 6% per annum from August 28, 1980 up to and until payment is completed March 24, 1981:C.F.received fromDeputy SheriffBalingit copy of the judgment.C.F.did not appeal so it became final and executory May 20, 1983:Northwest filed asuit for enforcement of the judgment a RTC July 16, 1983:C.F. averred that theJapanese Court sought to be enforced is null and void and unenforceable in this jurisdiction having been rendered without due and proper notice and/or with collusion or fraud and/or upon a clear mistake of law and fact.The foreign judgment in the Japanese Court sought in this action is null and void for want of jurisdiction over the person of the defendant considering that this is an action in personam. The process of the Court in Japan sent to the Philippines which is outside Japanese jurisdiction cannot confer jurisdiction over the defendant in the case before the Japanese Court of the case at bar CA sustained RTC:Court agrees that if the C.F. in a foreign court is a resident in the court of that foreign court such court could acquire jurisdiction over the person ofC.F.but it must be served in the territorial jurisdiction of the foreign courtISSUE: W/N the Japanese Court has jurisdiction over C.F.HELD: YES.instant petition is partly GRANTED, and the challenged decision is AFFIRMED insofar as it denied NORTHWEST's claims for attorneys fees, litigation expenses, and exemplary damages Consequently, the party attacking (C.F.) a foreign judgment has the burden of overcoming the presumption of its validity Accordingly, the presumption of validity and regularity of the service of summons and the decision thereafter rendered by the Japanese court must stand. Applying it, the Japanese law on the matter is presumed to be similar with the Philippine law on service of summons on a private foreign corporation doing business in the Philippines. Section 14, Rule 14 of the Rules of Court provides that if the defendant is a foreign corporation doing business in the Philippines, service may be made: (1) on its resident agent designated in accordance with law for that purpose, or, (2) if there is no such resident agent, on the government official designated by law to that effect; or (3) on any of its officers or agents within the Philippines. If the foreign corporation has designated an agent to receive summons, the designation is exclusive, and service of summons is without force and gives the court no jurisdiction unless made upon him. Where the corporation has no such agent, service shall be made on the government official designated by law, to wit:. (a) the Insurance Commissioner in the case of a foreign insurance company. (b) the Superintendentof Banks, in the case of a foreignbanking corporation. (c) the Securities andExchange Commission, in the case of other foreign corporations duly licensed to do business in the Philippines. Whenever service of process is so made, thegovernment officeor official served shall transmit by mail a copy of the summons or other legal proccess to the corporation at its home or principal office. The sending of such copy is a necessary part of the service. Theservice on the proper government official under Section 14, Rule 14 of the Rules of Court, in relation to Section 128 of the Corporation Code Our laws and jurisprudence indicate a purpose to assimilate foreign corporations, duly licensed to do business here, to the status of domestic corporations We think it would be entirely out of line with this policy should we make a discrimination against a foreign corporation, like the petitioner, and subject its property to the harsh writ of seizure by attachment when it has complied not only with every requirement of law made specially of foreign corporations, but in addition with every requirement of law made of domestic corporations In as much as SHARP was admittedly doingbusiness in Japanthrough its four duly registered branches at the time the collection suit against it was filed, then in the light of the processual presumption, SHARP may be deemed a resident of Japan, and, as such, was amenable to the jurisdiction of the courts therein and may be deemed to have assented to the said courts' lawful methods of serving process. Accordingly, the extraterritorial service of summons on it by the Japanese Court was valid not only under the processual presumption but also because of the presumption of regularity of performance of official duty.

3. Northwest Orient Airlines v. CA 241 SCRA 192 [1995]FACTS[In 1974, an International Passenger Sales Agency Agreement was entered into by plaintiff Northwest Orient Airlines (Northwest) and defendant C.F. Sharp & Co. (Sharp), through its Japan branch, whereby Northwest authorized Sharp to sell the former's airlines tickets.Sharp failed to remit the proceeds of the ticket sales it made on behalf of Northwest under the agreement which led the latter to sue in Tokyo for collection of the unremitted amount, with claim for damages.The Tokyo District Court of Japan issued a writ of summons against Sharp at its office in Yokohama, Japan but the bailiff failed twice to serve the writs. Finally, the Tokyo District Court decided to have the writs of summons served at Sharp's head office in Manila. Sharp accepted the writs but despite such receipt, it failed to appear at the hearings. The District Court proceeded to hear the complaint and rendered judgment ordering Sharp to pay Northwest the sum of 83,158,195 Yen plus damages. Sharp failed to appeal and the judgment became final and executory.Northwest failed to execute the decision in Japan, hence, it filed a suit for enforcement of the judgment before the Regional Trial Court of Manila. Sharp filed its answer averring that the judgment of the Japanese court is null and void and unenforceable in this jurisdiction having been rendered without due and proper notice to Sharp.The case for enforcement of judgment was tried on the merits. Sharp filed a Motion for Judgment on a Demurrer to Evidence. The trial court granted the demurrer motion, holding that the foreign judgment in the Japanese court sought to be enforced is null and void for want of jurisdiction over the person of the defendant. Northwest appealed but the Court of Appeals sustained the trial court, holding that the process of the court has no extraterritorial effect and no jurisdiction was acquired over the person of the defendant by serving him beyond the boundaries of the state. Hence, this appeal by Northwest.]RULING"A foreign judgment is presumed to be valid and binding in the country from which it comes, until the contrary is shown. It is also proper to presume the regularity of the proceedings and the giving of due notice therein.Under Section 50, Rule 39 of the Rules of Court, a judgment in an action in personam of a tribunal of a foreign country having jurisdiction to pronounce the same is presumptive evidence of a right as between the parties and their successors-in-interest by a subsequent title. The judgment may, however, be assailed by evidence of want of jurisdiction, want of notice to the party, collusion, fraud, or clear mistake of law or fact. Also, under Section 3 of Rule 131, a court, whether of the Philippines or elsewhere, enjoys the presumption that it was acting in the lawful exercise of jurisdiction and has regularly performed its official duty.Consequently, the party attacking a foreign judgment has the burden of overcoming the presumption of its validity. Being the party challenging the judgment rendered by the Japanese court, SHARP had the duty to demonstrate the invalidity of such judgment. In an attempt to discharge that burden, it contends that the extraterritorial service of summons effected as its home office in the Philippines was not only ineffectual but also void, and the Japanese Court did not, therefore, acquire jurisdiction over it.It is settled that matters of remedy and procedure such as those relating to the service of process upon a defendant are governed by the lex fori or the internal law of the forum. In this case, it is the procedural law of Japan where the judgment was rendered that determines the validity of the extraterritorial service'of process on SHARP. As to what this law is is a question of fact, not of law. It may not be taken judicial notice of and must be pleaded and proved like any other fact. Sections 24 and 25, Rule 132 of the Rules of Court provide that it may be evidenced by an official publication or by a duly attested or authenticated copy thereof. It was then incumbent upon SHARP to present evidence as to what that Japanese procedural law is and to show taat under it, the assailed extraterritorial service is invalid. It did not. Accordingly, the presumption of validity and regularity of the service of summons and the decision thereafter rendered by the Japanese court must stand.Alternatively, in the light of the absence of proof regarding Japanese law, the presumption of identity or similarity or the so-called processual presumpcion may be invoked. Applying it, the Japanese law on the matter is presumed to be similar with the Philippine law on service of summons on a private foreign corporation doing business ir, the Philippines. Section 14 of the Rules of Court provides that if the defendant is a foreign corporation doing business in the Philippines, service may be made: 1) on its resident agent designated in accordance with law for that purpose, or 2) if there is no such resident agent, on the government official designated by law to that effect, or 3) on any of its officers or agents within the Philippines.If the foreign corporation has designated an agent to receive summons, the designation is exclusive, and service of summons is without force and gives the court no jurisdiction unless made upon him.Where the corporation has no such great agent, service shall be made on the government official designated by law, to wit: (a) the Insurance Commissioner, in the case of a foreign insurance company; (b) the Superintendent of Banks, in the case of a foreign banking corporation; and (c) the Securities and Exchange Commission, in the case of other foreign corporations duly licensed to do business in the Philippines. Whenever service of process is so made, the government office or official served shall transmit by mail a copy of the summons or other legal process to the corporation at its home or principal office. The sending of such copy is a necessary part of the service.Nowhere in its pleadings did SHARP profess to having had a resident agent authorized to receive court processes in Japan. This silence could only mean, or at least create an impression, that it had none. Hence, service on the designated government official or any of its officers or agents in Japan could be availed of.As found by the Court of Appeals, it was the Tokyo District Court which ordered that summons for SHARP be served at its head office in the Philippines after the two attempts of service had failed. The Tokyo District Court requested the Supreme Court of Japan to cause the delivery of the summons and other legal documents to the Philippines. Acting on that request, the Supreme Court of Japan sent the summons together with the other legal documents to the Ministry of Foreign Affairs of Japan, which in turn, forwarded the same to the Japanese Embassy in Manila. Thereafter, the court processes were delivered to the Ministry (now Department) of Foreign Affairs of the Philippines then to the Executive Judge of the Court of First Instance (now Regional Trial Court) of Manila, who forthwith ordered Deputy Sheriff Rolando Balingit to serve the same on SHARP at its principal office in Manila. This service is equivalent to service on the proper government official under Section 14, Rule 14 of the Rules of Court, in relation to Section 128 of the Corporation Code. Hence, SHARP's contention that such manner of service is not valid under Philippine law holds no water.Inasmuch as SHARP was admittedly doing business in Japan through its four registered branches at the time the collection suit against it was filed, then in the light of the processual presumption, SHARP may be deemed a resident of JAPAN, and, as such, was amenable to the jurisdiction of the courts therein and may be deemed to have assented to the said courts' lawful methods of serving process.Accordingly, the extraterritorial service of summons on it by the Japanese Court was valid not only under the processual presumption but also because of the presumption of regularity of performance of official duty.

4. BIENVENIDO M. CADALIN, ROLANDO M. AMUL, DONATO B. EVANGELISTA, and the rest of 1,767 NAMED-COMPLAINANTS, thru and by their Attorney-in-fact, Atty. GERARDO A. DEL MUNDOvs. PHILIPPINE OVERSEAS EMPLOYMENT ADMINISTRATIONS ADMINISTRATOR, NLRC, BROWN & ROOT INTERNATIONAL, INC. AND/OR ASIA INTERNATIONAL BUILDERS CORPORATION, GRN 104776, December 5,1994.FACTS:This is a consolidation of 3 cases of SPECIAL CIVIL ACTIONS in the Supreme Court for Certiorari.On June 6, 1984, Cadalin, Amul and Evangelista, in their own behalf and on behalf of 728 other OCWs instituted a class suit by filing an Amended Complaint with the POEA for money claims arising from their recruitment by ASIA INTERNATIONAL BUILDERS CORPORATION (AIBC) and employment by BROWN & ROOT INTERNATIONAL, INC (BRI) which is a foreign corporation with headquarters in Houston, Texas, and is engaged in construction; while AIBC is a domestic corporation licensed as a service contractor to recruit, mobilize and deploy Filipino workers for overseas employment on behalf of its foreign principals.The amended complaint sought the payment of the unexpired portion of the employment contracts, which was terminated prematurely, and secondarily, the payment of the interest of the earnings of the Travel and Reserved Fund; interest on all the unpaid benefits; area wage and salary differential pay; fringe benefits; reimbursement of SSS and premium not remitted to the SSS; refund of withholding tax not remitted to the BIR; penalties for committing prohibited practices; as well as the suspension of the license of AIBC and the accreditation of BRIIOn October 2, 1984, the POEA Administrator denied the Motion to Strike Out of the Records filed by AIBC but required the claimants to correct the deficiencies in the complaint pointed out.AIB and BRII kept on filing Motion for Extension of Time to file their answer. The POEA kept on granting such motions.On November 14, 1984, claimants filed an opposition to the motions for extension of time and asked that AIBC and BRII declared in default for failure to file their answers.On December 27, 1984, the POEA Administrator issued an order directing AIBC and BRII to file their answers within ten days from receipt of the order.(at madami pang motions ang na-file, new complainants joined the case, ang daming inavail na remedies ng both parties)On June 19, 1987, AIBC finally submitted its answer to the complaint. At the same hearing, the parties were given a period of 15 days from said date within which to submit their respective position papers. On February 24, 1988, AIBC and BRII submitted position paper. On October 27, 1988, AIBC and BRII filed a Consolidated Reply, POEA Adminitartor rendered his decision which awarded the amount of $824, 652.44 in favor of only 324 complainants. Claimants submitted their Appeal Memorandum For Partial Appeal from the decision of the POEA. AIBC also filed its MR and/or appeal in addition to the Notice of Appeal filed earlier.NLRC promulgated its Resolution, modifying the decision of the POEA. The resolution removed some of the benefits awarded in favor of the claimants. NLRC denied all the MRs. Hence, these petitions filed by the claimants and by AlBC and BRII.The case rooted from the Labor Law enacted by Bahrain where most of the complainants were deployed. His Majesty Ise Bin Selman Al Kaifa, Amir of Bahrain, issued his Amiri Decree No. 23 on June 16, 1176, otherwise known re the Labour Law for the Private Sector. Some of the provision of Amiri Decree No. 23 that are relevant to the claims of the complainants-appellants are as follows:Art. 79: x x x A worker shall receive payment for each extra hour equivalent to his wage entitlement increased by a minimum of twenty-rive per centurn thereof for hours worked during the day; and by a minimum off fifty per centurn thereof for hours worked during the night which shall be deemed to being from seven oclock in the evening until seven oclock in the morning .Art. 80: Friday shall be deemed to be a weekly day of rest on full pay.If employee worked, 150% of his normal wage shall be paid to him x x x.Art. 81; x x x When conditions of work require the worker to work on any official holiday, he shall be paid an additional sum equivalent to 150% of his normal wage.Art. 84: Every worker who has completed one years continuous service with his employer shall be entitled to Laos on full pay for a period of not less than 21 days for each year increased to a period not less than 28 days after five continuous years of service.A worker shall be entitled to such leave upon a quantum meruit in respect of the proportion of his service in that year.Art. 107: A contract of employment made for a period of indefinite duration may be terminated by either party thereto after giving the other party prior notice before such termination, in writing, in respect of monthly paid workers and fifteen days notice in respect of other workers. The party terminating a contract without the required notice shall pay to the other party compensation equivalent to the amount of wages payable to the worker for the period of such notice or the unexpired portion thereof.Art. Ill: x x x the employer concerned shall pay to such worker, upon termination of employment, a leaving indemnity for the period of his employment calculated on the basis of fifteen days wages for each year of the first three years of service and of one months wages for each year of service thereafter. Such worker shall be entitled to payment of leaving indemnity upon a quantum meruit in proportion to the period of his service completed within a year.ISSUE:1. WON the foreign law should govern or the contract of the parties.(WON the complainants who have worked in Bahrain are entitled to the above-mentioned benefits provided by Amiri Decree No. 23 of Bahrain).2. WON the Bahrain Law should apply in the case. (Assuming it is applicable WON complainants claim for the benefits provided therein have prescribed.)3. Whether or not the instant cases qualify as; a class suit (siningit ko nalang)(the rest of the issues in the full text of the case refer to Labor Law)RULING:1. NLRC set aside Section 1, Rule 129 of the 1989 Revised Rules on Evidence governing the pleading and proof of a foreign law and admitted in evidence a simple copy of the Bahrains Amiri Decree No. 23 of 1976 (Labour Law for the Private Sector).NLRC applied the Amiri Deere, No. 23 of 1976, which provides for greater benefits than those stipulated in the overseas-employment contracts of the claimants. It was of the belief that where the laws of the host country are more favorable and beneficial to the workers, then the laws of the host country shall form part of the overseas employment contract. It approved the observation of the POEA Administrator that in labor proceedings, all doubts in the implementation of the provisions of the Labor Code and its implementing regulations shall be resolved in favor of labor.The overseas-employment contracts, which were prepared by AIBC and BRII themselves, provided that the laws of the host country became applicable to said contracts if they offer terms and conditions more favorable than those stipulated therein. However there was a part of the employment contract which provides that the compensation of the employee may be adjusted downward so that the total computation plus the non-waivable benefits shall be equivalent to the compensation therein agree, another part of the same provision categorically states that total remuneration and benefits do not fall below that of the host country regulation and custom.Any ambiguity in the overseas-employment contracts should be interpreted against AIBC and BRII, the parties that drafted it. Article 1377 of the Civil Code of the Philippines provides:The interpretation of obscure words or stipulations in a contract shall not favor the party who caused the obscurity.Said rule of interpretation is applicable to contracts of adhesion where there is already a prepared form containing the stipulations of the employment contract and the employees merely take it or leave it. The presumption is that there was an imposition by one party against the other and that the employees signed the contracts out of necessity that reduced their bargaining power.We read the overseas employment contracts in question as adopting the provisions of the Amiri Decree No. 23 of 1976 as part and parcel thereof. The parties to a contract may select the law by which it is to be governed. In such a case, the foreign law is adopted as a system to regulate the relations of the parties, including questions of their capacity to enter into the contract, the formalities to be observed by them, matters of performance, and so forth. Instead of adopting the entire mass of the foreign law, the parties may just agree that specific provisions of a foreign statute shall be deemed incorporated into their contract as a set of terms. By such reference to the provisions of the foreign law, the contract does not become a foreign contract to be governed by the foreign law. The said law does not operate as a statute but as a set of contractual terms deemed written in the contract.A basic policy of contract is to protect the expectation of the parties. Such party expectation is protected by giving effect to the parties own choice of the applicable law. The choice of law must, however, bear some relationship the parties or their transaction. There is no question that the contracts sought to be enforced by claimants have a direct connection with the Bahrain law because the services were rendered in that country.2. NLRC ruled that the prescriptive period for the filing of the claims of the complainants was 3 years, as provided in Article 291 of the Labor Code of the Philippines, and not ten years as provided in Article 1144 of the Civil Code of the Philippines nor one year as provided in the Amiri Decree No. 23 of 1976.Article 156 of the Amiri Decree No. 23 of 1976 provides:A claim arising out of a contract of employment shall not actionable after the lapse of one year from the date of the expiry of the Contract.As a general rule, a foreign procedural law will not be applied in the forum (local court), Procedural matters, such as service of process, joinder of actions, period and requisites for appeal, and so forth, are governed by the laws of the forum. This is true even if the action is based upon a foreign substantive law.A law on prescription of actions is sui generis in Conflict of Laws in the sense that it may be viewed either as procedural or substantive, depending on the characterization given such a law. In Bournias v. Atlantic Maritime Company (220 F. 2d. 152, 2d Cir. [1955]), where the issue was the applicability of the Panama Labor Code in a case filed in the State of New York for claims arising from said Code, the claims would have prescribed under the Panamanian Law but not under the Statute of Limitations of New York. The U.S. Circuit Court of Appeals held that the Panamanian Law was procedural as it was not specifically intended to be substantive, hence, the prescriptive period provided in the law of the forum should apply. The Court observed: . . . we are dealing with a statute of limitations of a foreign country, and it is not clear on the face of the statute that its purpose was to limit the enforceability, outside as well as within the foreign country concerned, of the substantive rights to which the statute pertains. We think that as a yardstick for determining whether that was the purpose, this test is the most satisfactory one.The Court further noted: Applying that test here it appears to us that the libellant is entitled to succeed, for the respondents have failed to satisfy us that the Panamanian period of limitation in question was specifically aimed against the particular rights which the libellant seeks to enforce. The Panama Labor Code is a statute having broad objectives. The American court applied the statute of limitations of New York, instead of the Panamanian law, after finding that there was no showing that the Panamanian law on prescription was intended to be substantive. Being considered merely a procedural law even in Panama, it has to give way to the law of the forum (local Court) on prescription of actions.However the characterization of a statute into a procedural or substantive law becomes irrelevant when the country of the forum (local Court) has a borrowing statute. Said statute has the practical effect of treating the foreign statute of limitation as one of substance. A borrowing statute directs the state of the forum (local Court) to apply the foreign statute of limitations to the pending claims based on a foreign law. While there are several kinds of borrowing statutes, one form provides that an action barred by the laws of the place where it accrued will not be enforced in the forum even though the local statute was not run against it.Section 48 of Code of Civil Procedure is of this kind. It provides: If by the laws of the state or country where the cause of action arose, the action is barred, it is also barred in the Philippine Islands.Section 48 has not been repealed or amended by the Civil Code of the Philippines. In the light of the 1987 Constitution, however, Section 48 cannot be enforced ex proprio vigore insofar as it ordains the application in this jurisdiction of Section 156 of the Amiri Decree No. 23 of 1976.The courts of the forum (local Court) will not enforce any foreign claim obnoxious to the forums public policy. To enforce the one-year prescriptive period of the Amiri Decree No. 23 of 1976 as regards the claims in question would contravene the public policy on the protection to labor.In the Declaration of Principles and State Policies, the 1987 Constitution emphasized that:The state shall promote social justice in all phases of national development (Sec. 10).The state affirms labor as a primary social economic force. It shall protect the rights of workers and promote their welfare (Sec. 18).In Article XIII on Social Justice and Human Rights, the 1987 Constitution provides:Sec. 3. The State shall afford full protection to labor, local and overseas, organized and unorganized, and promote full employment and equality of employment opportunities for all.Thus, the applicable law on prescription is the Philippine law.The next question is whether the prescriptive period governing the filing of the claims is 3 years, as provided by the Labor Code or 10 years, as provided by the Civil Code of the Philippines.Article 1144 of the Civil Code of the Philippines provides:The following actions must be brought within ten years from the time the right of action accross:(1) Upon a written contract; (2) Upon an obligation created by law; (3) Upon a judgmentIn this case, the claim for pay differentials is primarily anchored on the written contracts between the litigants, the ten-year prescriptive period provided by Art. 1144(l) of the New Civil Code should govern.3. NO. A class suit is proper where the subject matter of the controversy is one of common or general interest to many and the parties are so numerous that it is impracticable to bring them all before the court. When all the claims are for benefits granted under the Bahrain law many of the claimants worked outside Bahrain. Some of the claimants were deployed in Indonesia under different terms and condition of employment.Inasmuch as the First requirement of a class suit is not present (common or general interest based on the Amiri Decree of the State of Bahrain), it is only logical that only those who worked in Bahrain shall be entitled to rile their claims in a class suit.While there are common defendants (AIBC and BRII) and the nature of the claims is the same (for employees benefits), there is no common question of law or fact. While some claims are based on the Amiri Law of Bahrain, many of the claimants never worked in that country, but were deployed elsewhere. Thus, each claimant is interested only in his own demand and not in the claims of the other employees of defendants. A claimant has no concern in protecting the interests of the other claimants as shown by the fact, that hundreds of them have abandoned their co-claimants and have entered into separate compromise settlements of their respective claims. The claimants who worked in Bahrain can not be allowed to sue in a class suit in a judicial proceeding.WHEREFORE, all the three petitioners are DISMISSED.