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Q: Corp A & Corp B Both Foreign Corporations Not Doing Business in The Philippines, Filed A Complaint For

Corp A and Corp B, two foreign corporations not doing business in the Philippines, filed a complaint against Corp C for money recovery, unfair competition, and damages. They alleged entering negotiations with Corp C in 1993 for a joint venture agreement, but there was no written agreement. They sought to enjoin Corp C from using their names and logos. While absence of a written agreement does not negate contract perfection, the lack of written terms here provides evidence the parties were still negotiating and had not agreed on all elements, meaning the contract was not yet perfected.

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97 views

Q: Corp A & Corp B Both Foreign Corporations Not Doing Business in The Philippines, Filed A Complaint For

Corp A and Corp B, two foreign corporations not doing business in the Philippines, filed a complaint against Corp C for money recovery, unfair competition, and damages. They alleged entering negotiations with Corp C in 1993 for a joint venture agreement, but there was no written agreement. They sought to enjoin Corp C from using their names and logos. While absence of a written agreement does not negate contract perfection, the lack of written terms here provides evidence the parties were still negotiating and had not agreed on all elements, meaning the contract was not yet perfected.

Uploaded by

Telle Marie
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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Q: Corp A & Corp B both foreign corporations not doing business in the Philippines, filed a complaint for

Recovery of Money, Unfair Competition and Damages, with Application for Preliminary Injunction against herein
petitioners Corp C. The complaint alleged that sometime in the second half of 1993, Corp A and Corp C, the latter
principally acting entered into negotiations for the execution of a Joint Venture Agreement. Corp A and B prayed
before the trial court that Corp C be enjoined from promoting, marketing and selling Countdown Discount Cards
and from using the "MBf" and "Countdown" names, logos and trademarks. They also prayed that Corp C be ordered
to refund to Corp A. There was an absence of a written joint venture and licensing agreement between the parties.
Whether or not there was a perfection of the contract?

A: The absence of a written Joint Venture and Licensing Agreement does not necessarily negate the perfection of a
contract, we nevertheless find that this very lack of a written contract constitutes convincing circumstantial proof
that said parties were indeed in the process of negotiating the contract’s terms. When there is as of yet no meeting of
the minds as to the subject matter or the cause or consideration of the contract being negotiated, the same cannot be
considered to have been perfected. (MCA-MBF Countdown v. MBF Int’l Ltd GR 173586 Mar 14, 2012)

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