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which also has its own juridical personality. None of the contracts
therefore is between states.
35. Except for the Government as a party to the Loan
Agreement, all parties to the Northrail Agreements are juridical persons
under the national or internal law of either the Philippines or the PROC.
They are not subjects or persons of international law. They do not have
the competence to create international obligations, nor do they have the
capacity to conclude treaties. They are not states. This being so, none of
the agreements in question can be considered a treaty.
36. It must be added that agreements concluded by states with
individual or juridical persons are excluded from the coverage of the
Vienna Convention. And, having been concluded by entities which are
not international organizations under international law, the Northrail
Agreements are likewise outside the purview of the Vienna Convention on
the Law of Treaties between states and international organizations or
between international organizations.
37. Moreover, the Northrail Agreements themselves provide that
they are not governed by international law, but by the national laws of
either the Republic of the Philippines and of the PROC. Clearly, the
Northrail Contract states that: 10
“The Contract shall in all respects be read and
construed in accordance with the laws of the Philippines.”
10 Please see Clause 2.
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