DEUTSCHE GESELLSCHAFT FÜR TECHNISCHE ZUSAMMENARBEIT, also known as GERMAN AGENCY FOR TECHNICAL COOPERATION, (GTZ). V HON. COURT OF APPEALS, HON. ARIEL CADIENTE SANTOS (G.R. No. 152318, April 16, 2009)

FACTS: The governments of the Federal Republic of Germany and the Republic of the Philippines ratified an Agreement concerning Technical Co-operation (Agreement) in Bonn, West Germany. The Agreement affirmed the countries’ common interest in promoting the technical and economic development of their States, and recognized the benefits to be derived by both States from closer technical co-operation," and allowed for the conclusion of "arrangements concerning individual projects of technical co-operation." While the Agreement provided for a limited term of effective of five (5) years, it nonetheless was stated that "the Agreement shall be tacitly extended for successive periods of one year unless either of the two Contracting Parties denounces it in writing three months prior to its expiry," and that even upon the Agreement’s expiry, its provisions would "continue to apply to any projects agreed until their completion." On 10 December 1999, the Philippine government, through then Foreign Affairs Secretary Domingo Siazon, and the German government, agreed to an Arrangement in furtherance of the 1971 Agreement, which affirmed the common commitment of both governments to promote jointly a project called Social Health Insurance Networking and Empowerment (SHINE) which was designed to "enable Philippine families especially poor ones and to maintain their health and secure health care of sustainable quality." The Republic of Germany assigned the GTZ as the implementing corporation for the program while the Philippines designated the Department of Health and the Philippine Health Insurance Corporation (PHILHEALTH). Private respondents were engaged as contract employees hired by GTZ to work for SHINE. But in September of 1999, Anne Nicolay (Nicolay), a Belgian national, assumed the post of SHINE Project Manager. Private respondents' had a misunderstanding with the Project Manager of SHINE. It was claimed that SHINE under Nicolay had veered away from its original purpose to facilitate the development of social health insurance by shoring up the national health insurance program and strengthening local initiatives, as Nicolay had refused to support local partners and new initiatives on the premise that community and local government unit schemes were not sustainable a philosophy that supposedly betrayed Nicolay’s lack of understanding of the purpose of the project. This lead to an exchange of letters which was interpreted to be the resignation of the private respondents. Private respondents then filed a complaint for illegal dismissal to the labor arbiter. GTZ, through counsel, filed a Motion to Dismiss, on the ground that the Labor Arbiter had no jurisdiction over the case, as its acts were undertaken in the discharge of the governmental functions and sovereign acts of the Government of the Federal Republic of Germany. This was opposed by private respondents with the arguments that GTZ had failed to secure a certification that it was immune from suit from the Department of Foreign Affairs, and that it was GTZ and not the German government which had implemented the SHINE Project and entered into the contracts of employment. The Labor Arbiter issued an Order denying the Motion to Dismiss. The Order cited, among others, that GTZ was a private corporation which entered into an employment contract; and that GTZ had failed to secure from the DFA a certification as to its diplomatic status. GTZ did not file a motion for reconsideration to the Labor Arbiters Decision or elevate said decision for appeal to the NLRC. Instead, GTZ opted to assail the decision by way of a special civil action for certiorari filed with the Court of Appeals. The Court of Appeals promulgated a Resolution dismissing GTZs petition, finding that judicial recourse at this stage of the case is uncalled for, the appropriate remedy of the petitioners being an appeal to the NLRC. Thus, the present petition for review under Rule 45, assailing the decision and resolutions of the Court of Appeals and of the Labor Arbiter. ISSUE: 1. WON GTZ can invoke State immunity from suit. HELD: NO, GTZ cannot invoke State immunity from suit even if their activities performed pertaining to SHINE project are government in nature. The principle of state immunity from suit, whether a local state or a foreign state, is reflected in Section 9, Article XVI of the Constitution, which states that the State may not be sued without its consent. In this case, GTZ’s counsel described GTZ as the implementing agency of the Government of the Federal Republic of Germany, however it does not automatically mean that it has the ability to invoke State immunity from suit. They had failed to adduce evidence, a certification from Department of Foreign Affairs which could have been their factual basis for its claim of immunity. At the same time, it appears that GTZ was actually organized not through a legislative public charter, but under private law, in the same way that Philippine corporations can be organized under the Corporation Code even if fully owned by the Philippine government. The apparent equivalent under Philippine law is that of a corporation organized under the Corporation Code but owned by the Philippine government, or a government-owned or controlled corporation (GOCC) without original charter. And it bears notice that Section 36 of the Corporate Code states that every corporation incorporated under this Code has the power and capacity to sue and be sued in its corporate name. The Court is thus holds and so rules that GTZ consistently has been unable to establish with satisfaction that it enjoys the immunity from suit generally enjoyed by its parent country, the Federal Republic of Germany. The nature of the acts performed by the entity invoking immunity remains the most important barometer for testing whether the privilege of State immunity from suit should apply. At the same time, our Constitution stipulates that a State immunity from suit is conditional on its withholding of consent; hence, the laws and circumstances pertaining to the creation and legal personality of an instrumentality or agency invoking immunity remain relevant. Consent to be sued, as exhibited in this decision, is often conferred by the very same statute or general law creating the instrumentality or agency