Full opinion text
OPINION DEBEVOISE, District Judge. This is an action brought by the Republic of the Philippines (the “Republic”) and the National Power Corporation (“NPC”), the Philippine government agency responsible for electric power generation, against Westinghouse Electric Corporation, a Pennsylvania corporation, Westinghouse International Projects Company (herein referred to collectively as “Westinghouse”) and Burns and Roe Enterprises, Inc. (“Burns & Roe”), a New Jersey corporation. Westinghouse and Burns & Roe have moved for summary judgment on Counts 3 and 8 of the complaint. For the following reasons, defendants’ motion is denied. PROCEDURAL AND FACTUAL BACKGROUND This case arises out of the construction of the 600 megawatt Philippines Nuclear Power Plant Unit 1 (“PNPP”) in Bagac, Bataan during a ten year period commencing in 1976. The fifteen count complaint alleges breach of contract, fraud, tortious interference with fiduciary duties, negligence, civil conspiracy, RICO violations, antitrust violations and various pendent state claims. On May 18, 1989 I filed an opinion in which I concluded that: (i) with the exception of Count 3, which alleges tortious interference with fiduciary duties, and that part of Count 8 which sets out a claim for conspiracy to interfere with fiduciary duties, all counts against Westinghouse should be stayed under section 3 of the Federal Arbitration Act pending arbitration pursuant to Article 24 of the PNPP prime contract; (ii) Count 2 against Burns & Roe should be stayed under section 3 of the same Act pending arbitration in accordance with the terms of its consulting contract with the NPC; (iii) with the exception of Count 3 and Count 8, to the extent that the latter sets out a claim for conspiracy to interfere with fiduciary duties, all other claims against Burns & Roe should, in the interests of judicial economy, be stayed pending resolution of the arbitration proceedings involving Westinghouse; and (iv) Count 3 and the related portion of Count 8 would be permitted to proceed in this Court against both Westinghouse and Burns & Roe. See Republic of the Philippines v. Westinghouse Electric Corp., 714 F.Supp. 1362 (D.N.J.1989). After issuance of the 1989 opinion NPC and Westinghouse commenced, pursued and are continuing to pursue the contract and related tort and statutory claims in arbitration proceedings in Geneva, Switzerland. Meanwhile, the Republic and defendants engaged in extensive discovery proceedings directed to the claims which continued to be litigated in this court. The essence of those claims, as illuminated by discovery, can be very simply stated. Beginning in the summer of 1973, Westinghouse sought the award of a turnkey contract for the PNPP project, and Burns & Roe sought first a consulting contract with NPC and later the architectural and engineering subcontract to be awarded by Westinghouse. At that time, and during the ensuing years pertinent to this case, Ferdinand E. Marcos, President of the Republic of the Philippines, held ultimate authority as the ruler of the nation. Both Westinghouse and Burns & Roe concluded that they could not effectively pursue the contracts with NPC unless they retained a special sales representative (“SSR”) who had influence with the President. Westinghouse and Burns & Roe retained Herminio T. Disini as their SSR under separate agreements. Disini was a well-known Philippine businessman and close friend of President Marcos. His wife was Mrs. Marcos’ cousin and personal physician. The agreements provided for generous commissions to be paid to companies controlled by Disini. The complaint alleges, and the facts developed on discovery substantiate, (i) that President Marcos intervened with NPC and its officials to ensure that Westinghouse received the turnkey contract, (ii) that President Marcos directed NPC to award the consulting contract to Burns & Roe and interceded with Westinghouse to grant the architectural and engineering subcontract to Burns & Roe, (iii) that during the contract negotiations President Marcos intervened with NPC to secure contract terms favorable to Westinghouse, and (iv) that from time to time during the performance of the contract President Marcos interceded with NPC on Westinghouse’s behalf. The Republic asserts that the defendants knew that to secure this favorable treatment all or a substantial part of their commission payments to Disini were paid over to President Marcos and that President Marcos was given additional financial benefits through Westinghouse’s award of PNPP subcontracts to concerns in which President Marcos held an interest. In essence, the Republic claims that Westinghouse and Burns & Roe bribed the President to obtain their economic ends. Thus they caused (Count 3) and conspired to cause (Count 8) President Marcos to breach a fiduciary duty he owed to the people and to the Republic of the Philippines, by inducing him to intervene in the PNPP contracting process in derogation of the rights and interests of the Philippine people in a fair and open bidding process. Westinghouse asserts three independent reasons to grant its motion for summary judgment. First, they contend there is no evidence of any Westinghouse bribe payments to President Marcos. Second, they argue that the civil causes of action for tortious interference with President Marcos’ fiduciary duty and for conspiracy to so interfere do not exist as a matter of Philippine law. And, finally, they assert that New Jersey’s six year statute of limitations is applicable to this case and bars the Republic’s claims, and there are no facts to support non-application of the statute. In the alternative, Westinghouse moves for partial summary judgment limiting damages to the amount of any improper payments received by President Marcos. The grounds for Burns & Roe’s motion for summary judgment parallel those of Westinghouse: (i) There is no evidence that Burns & Roe paid a bribe to President Marcos; (ii) there is no evidence that payments to Disini caused President Marcos to use his influence to induce NPC to award the Phase I consulting contract to Burns & Roe; (iii) there is no evidence that President Marcos induced Westinghouse to award the Phase II architectural and engineering contract to Burns & Roe; (iv) the Republic’s claims are barred by the applicable statute of limitations and there are no facts to support non-application of the statute; (v) the causes of action which the Republic asserts do not exist under Philippine law; and (vi) the action is barred by the act of state doctrine. For the reasons which will be set forth below, I conclude: (i) There remain factual issues whether Westinghouse and Burns & Roe paid bribes to President Marcos and whether these bribes induced President Marcos to intervene in the administration of the PNPP in order to obtain favorable treatment for Westinghouse and Burns & Roe. (ii) The Republic’s claims are not barred by the applicable statute of limitations, nor by the doctrines of laches or estoppel, (iii) The Republic has stated a cognizable cause of action under Philippine law, and neither the political question doctrine nor the act of state doctrine prevents this Court from hearing the Republic’s claims, (iv) There is no basis for limiting damages to the amount of the bribes received by President Marcos. Therefore, I deny defendants’ summary judgment motion in its entirety. DISCUSSION I. EVIDENCE OF BRIBES. The standards for summary judgment are well established. Celotex Corp. v. Catrett, 477 U.S. 317, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Matsushita Elect. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). See also Lujan v. National Wildlife Federation, — U.S. -, 110 S.Ct. 3177, 3188-89, 111 L.Ed.2d 695 (1990). Summary judgment “shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” By its very terms, this standard provides that the mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment; the requirement is that there be no genuine issue of material fact. Anderson, 477 U.S. at 247-48, 106 S.Ct. at 2509-10 (emphasis in original). Where “the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no ‘genuine issue for trial.’ ” Matsushita, 475 U.S. at 587, 106 S.Ct. at 1356. Summary judgment is appropriate where no “fair-minded jury could return a verdict for the plaintiff on the evidence presented,” Anderson, 477 U.S. at 252, 106 S.Ct. at 2512. An issue of fact cannot be created by affidavits which are made on the basis of beliefs or personal opinions as distinguished from affidavits which are made on personal knowledge and set forth facts which would be admissible in evidence. Fed.R.Civ.P. 56(e); Williams v. Borough of West Chester, 891 F.2d 458 (3d Cir.1990). On the other hand, in considering a motion for summary judgment, the Court must credit the evidence of the nonmovant, and draw all reasonable inferences in its favor. Anderson, 477 U.S. at 255, 106 S.Ct. at 2514. Before addressing Westinghouse’s and Burns & Roe’s reasons for arguing that there are no factual issues pertaining to the giving of bribes, it would be useful to provide a brief summary of the events in the context of which the alleged bribes were made. In August 1973 President Marcos directed that a nuclear power plant be constructed. He designated the NPC as the utility responsible for the project. NPC had no prior experience with nuclear power and decided to hire a consulting engineering firm to advise it in connection with the contracting and ensuing phases of the project. President Marcos had declared martial law in 1972 and thereafter ruled the Philippines for the next fourteen years, arrogating both executive and legislative powers to himself. On January 22, 1974, he issued Presidential Decree No. 380, placing the NPC directly under the control of the Office of the President. He, therefore, was the ultimate decision maker for the award of the PNPP contracts. Recognizing President Marcos’ decisive role in the PNPP project, Westinghouse sought an SSR who would have access to him. It selected Disini for this purpose and entered into a contract with his corporation, Herdis Management and Investment Corporation (“Herdis”). The initial SSR agreement with Herdis provided for compensation of three percent of the price “to be received by Westinghouse,” with an initial payment of $2 million when Westinghouse received the down payment (of at least 10%), payment of $1 million a year later, payment of $1 million a year after that, and the remaining to be paid “as a percentage of the remaining payments to be received by Westinghouse.” In addition Westinghouse agreed to pay a commission of V2% of United States-supplied goods and services to another entity — Asia Industries, a Herdis subsidiary. There is very extensive evidence concerning the negotiations between NPC and Westinghouse. Westinghouse marshals this evidence to demonstrate strenuous, arms length bargaining which ultimately led to the award of a turnkey contract to it. The Republic marshals this evidence to demonstrate futile efforts by NPC to obtain sound contract provisions, efforts which were nullified at every turn by President Marcos who intervened continually to deliver to Westinghouse a contract satisfactory to it. There is no need to analyze this evidence in depth. Suffice it to say, there is a factual issue which precludes rejection at this point of the Republic’s version of events. For the purposes of the motion for summary judgment I conclude that a reasonable jury could find that Westinghouse received the turnkey contract and favorable contract terms by reason of President Marcos’ directions to the NPC. Burns & Roe had a relationship with Disini similar to that of Westinghouse. It agreed to pay commissions to Disini via Technosphere Consultants Group, Inc., another Herdis subsidiary. The Republic contends, and it has assembled evidence tending to show, (i) that as a first step Burns & Roe sought the Phase I contract for consulting services to assist NPC in site selection studies, preparation of bid specifications for the project, and evaluation of supplier proposals; (ii) that by letter dated February 8,1974 NPC awarded the Phase I contract to Ebasco Services, Inc.; (iii) that Burns & Roe entered into discussions with Disini, ultimately agreeing to pay him 10% of the value of the consulting contract and 10% of the architectural and engineering contract which it expected to obtain from Westinghouse; (iv) that Disini delivered to President Marcos an “Aide Memoire” prepared by Burns & Roe and Westinghouse personnel urging that the Phase I contract be awarded to Burns & Roe; and (v) that President Marcos directed NPC to enter into the Phase I contract with Burns & Roe. NPC rescinded the award to Ebasco and gave the Phase I contract to Burns & Roe. Compared to the architectural and engineering subcontract the Phase I contract was a minor piece of business. But the evidence suggests a finding that it was Burns & Roe’s intention from the outset to give up the Phase I contract and take over the architectural and engineering subcontract. There is evidence to support a finding that President Marcos brought pressure to bear upon Westinghouse to give the architectural and engineering subcontract to Burns & Roe. There is evidence to show that Westinghouse paid approximately $14.3 million to Disini’s company, Herdis, periodically in varying amounts from September 1976 to February 1985. At least one payment in excess of $800,000 still remains to be paid by Westinghouse to Herdis. The payments were kept off the Herdis books and were paid into various numbered accounts in Switzerland, Singapore and elsewhere. Westinghouse also paid more than $2.9 million from 1976 to 1983 to Asia Industries, a Herdis subsidiary. Burns & Roe made payments of approximately $2.2 million to Teehnosphere Consultants Group, Inc. (“Technosphere”), another Herdis subsidiary. These payments were made during the period 1974 to 1980. There is evidence suggesting that they were diverted from Technosphere to numbered accounts in Swiss banks. Burns & Roe sent the checks to Switzerland, but also prepared and sent spurious cover letters purporting to send the payments to Technosphere in the Philippines. It is the Republic’s contention, of course, that these payments were remitted in whole or substantial part to President Marcos or his designee in exchange for his intervention on behalf of Burns & Roe and Westinghouse. The payment of these bribes in exchange for President Marcos’ intervention in the PNPP project is at the heart of the Republic’s Count 3 and Count 8 charges. Burns & Roe and Westinghouse do not admit, and in fact strongly deny, that it was ever their intent that the payments to Disini’s companies were to buy President Marcos’ influence. However, they do not urge for summary judgment purposes that there is no evidence of such intent. That is prudent strategy because there is ample evidence that both Burns & Roe and Westinghouse believed that President Marcos would dictate who was awarded the contracts and that payments to him through an intermediary would be necessary to secure the contracts. There is ample evidence that Burns & Roe and Westinghouse retained Disini for the purpose of obtaining President Marcos’ favorable attention and that both companies expected that the payments to Disini would, in whole or in part, be passed on to or for the benefit of the President. Whatever the intent, however, Westinghouse and Burns & Roe urge that there is absolutely no admissible evidence that President Marcos received any bribe payments, and that all the admissible evidence is to the contrary. Westinghouse quotes the testimony or affidavits of a number of witnesses. Rolando Gapud, once the President’s personal financial advisor, has listed all the companies in which President Marcos had an ownership interest. Neither Herdis nor Asia Industries were on the list. Rudolfo Jacob, President of Herdis from 1975 to 1982, denies that Herdis made any improper payments to any government officials in connection with the PNPP. Jesus Vergara, President of Asia Industries, denies that his companies involved in PNPP had made improper payments to anyone. Other Disini associates have testified that President Marcos had no ownership interest in Herdis and was not receiving payments in connection with PNPP. Alejandro Melchor, President Marcos’ Executive Secretary, testified that he had no knowledge of any business relationship between Disini and President Marcos and that he had no knowledge that any commissions paid to Herdis or Asia Industries were paid to the President. Other former Philippine or NPC officials testified to similar effect. Westinghouse’s employees involved in the PNPP project denied having any reason to believe that Westinghouse money was paid over to President Marcos on account of the project. Westinghouse asserts that there is no documentary evidence of any such payments. Westinghouse, quite properly, requests the Court to disregard the testimony of various witnesses who believed, understood or were of the opinion that the Disini commission payments were passed on to President Marcos. Such testimony, quite obviously, would not be admissible evidence that President Marcos actually received payments. Burns & Roe’s arguments are to the same effect. It contends that there is no evidence that President Marcos ever received the payments which it made to Disini’s company in the form of commissions. Notwithstanding the forceful and articulate manner in which Westinghouse and Burns & Roe present their argument, I find that there is ample evidence to permit a reasonable jury to find that the Disini commissions were intended to be paid in whole or in part to President Marcos and were in fact paid in whole or in part to him or upon his direction. It is not necessary that the Republic produce a witness who actually saw the payments being made, or to whom President Marcos acknowledged receipt of the bribes, or to whom Disini admitted paying bribes to the President. See United States v. Mammoth Oil Co., 14 F.2d 705, 717, 731 (8th Cir.1926), aff'd, 275 U.S. 13, 48 S.Ct. 1, 72 L.Ed. 137 (1927) (unnecessary to have direct evidence of bribes); see also United States v. Sutherland, 656 F.2d 1181, 1186-89 (5th Cir.1981), cert. denied, 455 U.S. 949, 102 S.Ct. 1451, 71 L.Ed.2d 663 (1982). Rather the facts which the Republic has assembled permit a reasonable inference that in one way or another the Disini commissions were transmitted to President Marcos or disposed of on his instructions in exchange for actions on behalf of Westinghouse and Burns & Roe. First, there is evidence that by decree President Marcos had placed NPC directly under the control of his office. Second, there is evidence that both Westinghouse and Burns & Roe believed that in order to obtain the PNPP contracts they sought, they would need the assistance of a powerful person having influence with President Marcos. Disini was the person they selected to fill that role and there is evidence that both Westinghouse and Burns & Roe expected and knew that payments they made to Disini would be passed on in whole or in part to the President or would otherwise be at his disposal. Third, there is evidence that Disini communicated with President Marcos and obtained from him authority to handle the PNPP contracts. Fourth, it is undisputed that both Westinghouse and Burns & Roe entered into commission agreements with companies controlled by Disini pursuant to which millions of dollars were paid to those companies. There is evidence that the amounts of the payments were far in excess of any amounts which similarly situated companies would normally pay in such circumstances and that the payments were not made in the normal course but were transmitted to Swiss and other foreign bank accounts and were disguised both by Her-dis and Technosphere and by Westinghouse and Burns & Roe. Fifth, there is evidence that President Marcos personally intervened in the PNPP project to ensure that Burns & Roe obtained the Phase I contract, to ensure that Westinghouse obtained the turnkey contract and that the terms were satisfactory to Westinghouse, to ensure that Burns & Roe obtained the architectural and engineering contract from Westinghouse, and to further Westinghouse’s position from time to time during the course of the work on the project. Sixth, there is evidence that both Westinghouse and Burns & Roe took steps to cover up the payments, suggesting guilty minds. Westinghouse sought to conceal the commission payments from NPC; Burns & Roe sought to withhold evidence of President Marcos’ role in reversing the Phase I contract award. After 1977 reports in the press suggested that Westinghouse may have made improper payments to obtain the PNPP contract, Westinghouse burned the files in Manila relating to the procurement of the contract. Other records were destroyed and other efforts were made to avoid discovery of the Herdis agreement. President Marcos himself gave false and misleading accounts about the contracts, Disini and his companies. This evidence is more than sufficient to create a jury question. It is sufficient to support a finding that President Marcos himself received a substantial portion of the Disini commissions, either directly or indirectly. It is unnecessary to discuss at this time the evidence concerning the Republic’s charge that additional consideration transferred to President Marcos consisted of the award of subcontracts to corporations in which he had an interest. Count 3 withstands a summary judgment motion simply on the basis of the Disini commission payments. Nor is it necessary to discuss at this time the evidence suggesting that there was a conspiracy between Westinghouse, Burns & Roe and Disini to bribe President Marcos. Suffice it to say that there is sufficient evidence of conspiracy to withstand a motion for summary judgment on Count 8. I need not address the evidential implications of a conspiracy finding, i.e., the extent to which the words and deeds of one co-conspirator can be used against the others. There is sufficient independent evidence admissible against Westinghouse and Burns & Roe individually to preclude a grant of summary judgment in their favor on the bribery issue. II. THE TIMELINESS OF PLAINTIFF’S CLAIMS. Defendants contend that New Jersey's six-year statute of limitations applies to the Republic’s claims, that under the statute the claims are untimely, and that there is no basis for tolling the statute in this case. Defendants also argue that the Republic’s claims are barred by laches and estoppel. I conclude that Philippine law should govern the statute of limitations in this case, and consequently the Republic’s claims are clearly timely. Even if New Jersey’s statute of limitations applied, however, I conclude that the Republic’s claims would still be timely, even without the benefit of any tolling to which they may be entitled. Finally, I conclude that defendants’ arguments concerning laches and estoppel are without merit. Beginning with the choice of law question, a federal court hearing a case pursuant to its diversity jurisdiction must apply the choice of law rules of the state in which it sits. See Klaxon Co. v. Stentor Electric Mfg. Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 1021-22, 85 L.Ed. 1477 (1941); see also Shuder v. McDonald’s Corp., 859 F.2d 266, 269 (3d Cir.1988). As the Appellate Division of the New Jersey Superior Court recently noted when surveying the historical development of choice of law principles in New Jersey contract cases, “ritualistic concepts” have been abandoned in favor of a “most significant relationship” standard, “under which choice-of-law ‘assessments] encompass an evaluation of important contacts as well as consideration of the state policies affected by, and governmental interest in, the outcome of the controversy.’ ” Bell v. Merchants & Businessmen’s Mutual Insurance Co., 241 N.J.Super. 557, 562, 575 A.2d 878 (App.Div.1990) (quoting Winer Motors, Inc. v. Jaguar Rover Triumph, Inc., 208 N.J.Super. 666, 673, 506 A.2d 817 (App.Div.1986)). This evolution, the court noted, “parallels that in other areas of the law in which our Supreme Court has eschewed slavish devotion to rigid principles in favor of a more realistic governmental interest analysis in choice-of-law decisions.” Bell, 241 N.J.Super. at 562, 575 A.2d 878. Originally,- this evolution was confined to choice of law principles applicable to substantive, rather than procedural law, on the theory that it “would be an impossible task for the court of such a state to conform to procedural methods and diversities of the state whose substantive law is to be applied.” Heavner v. Uniroyal, Inc., 63 N.J. 130, 136, 305 A.2d 412 (1973). As a result, it had long been the common law conflict rule that the statute of limitations, ordinarily a matter of procedure, should be controlled by the law of the forum, rather than by the law of the state whose substantive law governs the action. Id. at 135, 305 A.2d 412. All this changed in Heavner. In that case, the court noted the growing criticism of the rule which always applied the law of the forum state to determine the statute of limitations, recognizing its “fundamental illogic and unsoundness.” Id. at 137, 305 A.2d 412. The court provided an extensive and scholarly discussion, both of relevant case law from other jurisdictions as well as the views of various commentators, who suggested a range of possible solutions. One commentator, for instance, argued that it “would have made better logic if the limitations rule of the state whose substantive law is chosen to govern the right were deemed substantive also,” so that both would apply. Id. But while taking account of these wide ranging views, the Heavner court chose only to focus on a specific issue, namely, the case where a plaintiff brings suit in New Jersey only as a type of forum shopping, to take advantage of the longer statute of limitations New Jersey has to offer. See id. at 140, 305 A.2d 412. Limiting itself to this problem, the court announced a modification in the old conflicts rule as follows: We are convinced the time has come, for the reasons previously outlined, to discard the mechanical rule that the limitations law of this state must be employed in every suit on a foreign cause of action. We need go no further now than to say that when the cause of action arises in another state, the parties are all present in and amenable to the jurisdiction of that state, New Jersey has no substantial interest in the matter, the substantive law of the foreign state is to be applied, and its limitation period has expired at the time suit is commenced here, New Jersey will hold the suit barred. In essence, we will “borrow” the limitations law of the foreign state. We presently restrict our conclusion to the factual pattern identical with or akin to that in the case before us, for there may well be situations involving significant interests of this state where it would be inequitable or unjust to apply the concept we here espouse. Heavner, 63 N.J. at 140-41, 305 A.2d 412. Defendants contend that the only possible meaning of this passage is that a foreign statute of limitations will only be applied if it is shorter than the New Jersey statute; otherwise, they argue, the New Jersey statute of limitations should apply. A review of both federal and state case law subsequent to Heavner, however, reveals that it has been read to require a flexible approach, which focuses primarily on the interests of the competing forums. Shortly after Heavner was decided, the Third Circuit had an opportunity to apply it in a diversity case. See Henry v. Richardson-Merrell, Inc., 508 F.2d 28 (3d Cir.1975). The Third Circuit in Henry read Heavner to mean that “the New Jersey Supreme Court abandoned the mechanistic application of the forum statute of limitation in cases where a foreign substantive law was chosen.” Id. at 32 (emphasis added). The Third Circuit emphasized its view that Heavner “eschews all mechanistic rules.” Id. at 32 n. 9 (emphasis in original). The Third Circuit held that because whether foreign substantive applied or not would affect whether the foreign statute of limitations should also apply, “New Jersey choice of law rules therefore require a determination of which law will govern the merits of the case.” Id. at 32 (emphasis in original). In a subsequent decision, the Third Circuit revisited the Heavner issue, and held that it was necessary to consider, and balance, all of the factors described in the Heavner opinion. This court has interpreted Heavner as adopting the “governmental interest approach” to resolving conflicts of law as to statutes of limitation. Henry v. Richardson-Merrell, Inc., 508 F.2d 28, 32 (3d Cir.1975). That approach involves two steps: “The court determines first the governmental policies evidenced by the laws of each related jurisdiction and second the factual contacts between the parties and each related jurisdiction.” Id. Quite clearly, this second step requires the balancing of various factual contacts. Id. at 35. According to Henry, the Heavner court did not perform the first step — policy examination. But it did make clear, by reference to the five factors listed in the paragraph quoted above, that “there were insufficient factual contacts to justify application of New Jersey law.” 508 F.2d at 33. In other words, the Henry court read Heavner as establishing New Jersey’s method of performing the second step in the governmental interest analysis. It requires the balancing of all five factors enumerated in the quoted passage: (1) where the cause of action arose; (2) amenability to suit in other states; (3) the substantial interest, if any, of New Jersey in the suit; (b) which state’s substantive law will apply; and (5) whether the other state’s limitations statute has run. Allen v. Volkswagen of America, Inc., 555 F.2d 361, 362-63 (3d Cir.1977) (per curiam) (emphasis added). Again, to emphasize the point, the court in Allen stated that under its reading of Heavner, all five factors are “determinations to be reached independently and balanced against one another.” Id. at 363. In fact, the Third Circuit criticized the district court for doing precisely what defendants urge here, namely, considering only some of the relevant factors. See id. In the later decision of Schum v. Bailey, 578 F.2d 493 (3d Cir.1978), the Third Circuit continued to apply a flexible governmental interests approach for making a choice of law determination with respect to a statute of limitations. The court explained that “[w]e glean from Heavner that the critical determination underlying the ‘borrowing’ of a foreign statute of limitations is a determination as to whether a foreign substantive law is to be applied.” Schum, 578 F.2d at 495 (emphasis added). The court then proceeded to evaluate the contacts between the lawsuit and the different forums, based on the policy interests in a tort context “as consisting primarily of compensation and deterrence.” Id. at 496. Because the court concluded, based on a governmental interests analysis, that New Jersey substantive law would apply, it found that the New Jersey statute of limitations would apply as well. See id. at 497-98. The Third Circuit continued to follow this governmental interest approach to conflicts questions for statutes of limitation in Dent v. Cunningham, 786 F.2d 173, 176-77 (3d Cir.1986); see also Thompson v. Yue, 426 F.Supp. 853, 855 (D.N.J.1977) (“[i]f a court concludes that New Jersey substantive law will not govern the action, the Third Circuit concluded that ‘Heavner requires borrowing of the foreign limitation period’ ”) (quoting Henry, 508 F.2d at 37). New Jersey state courts have followed an identical interpretation of Heavner. Thus, in Pine v. Eli Lilly & Co., 201 N.J.Super. 186, 492 A.2d 1079 (App.Div.1985), the Appellate Division stated: We glean from Heavner that the underlying analysis of whether New Jersey should apply its limitations statute or that of the foreign state is essentially akin to the “governmental interest” test in resolving choice of substantive law issues____ This approach requires a two-step analysis in resolving the choice of law issue: a determination first of the governmental policies, as expressed by the laws of each related jurisdiction, and second of the factual contacts the controversy and parties have with each related jurisdiction. Pine, 201 N.J.Super. at 191-92, 492 A.2d 1079. The Appellate Division emphasized that “the qualitative nature of contacts is considered so that only contacts which are likely to promote valid state policies are considered relevant.” Id. at 192, 492 A.2d 1079. Like the Third Circuit, the Appellate Division stated that in the tort context, the two relevant policy considerations were compensation and deterrence. Therefore, it is plain that defendants are simply wrong to argue for a mechanical rule where the foreign statute of limitations is applied only when it has expired. Rather, the case law demands that we consider a number of factors, as they relate to the relevant policy interests of the competing jurisdictions. There can be little dispute that this approach requires the application of the Philippine statute of limitations in this case. First, the action arose in the Philippines, and clearly that jurisdiction has the only significant contacts with this case for purposes of the choice of law analysis. Because the plaintiff is the Republic of the Philippines, obviously New Jersey can have no policy interest in providing compensation, as it would in a case where the plaintiff is a New Jersey domiciliary. Compare Pine, 201 N.J.Super. at 193-95, 492 A.2d 1079. Similarly, although one of the defendants, Burns & Roe, is a New Jersey corporation, this does not implicate New Jersey’s interest in deterrence, which “is ordinarily associated ‘with the sovereignty in which past misconduct took place and in which future misconduct may occur.’ ” Pine, 201 N.J.Super. at 192, 492 A.2d 1079 (quoting Schum v. Bailey, supra, 578 F.2d at 501). Obviously, given the nature of the claims in this case (related to the bribery of a public official), the Philippines has the primary policy interest in deterrence. The mere fact of Bums & Roe’s “incorporation and presence in New Jersey cannot be said, without more, to outweigh [the Philippines’] substantial involvement with the parties and the [tort] in question.” Allen, 555 F.2d at 364. Thus, New Jersey has no interest in this suit, let alone a substantial one. The fact that the parties agree that Philippine substantive law must apply to the Republic’s claims also strongly favors application of the Philippine statute of limitations; the Third Circuit has described this as the “critical determination.” Schum v. Bailey, 578 F.2d at 495. The remaining two factors are important only where the plaintiff is engaged in forum shopping to take advantage of New Jersey’s statute of limitations, which is clearly not occurring in this case. Therefore, all relevant factors favor the application of Philippine law in this case. Once Philippine law is applied, it is undisputed that the Republic’s claims are timely. First, under Article 1108(4) of the Civil Code, the limitations period does not run against the Republic at all. See Affidavit of J. Cezar S. Sangco, ¶ 12 (Aug. 9, 1989) (“Sangco Aff.”). Defendants do not challenge this point. Therefore, under any circumstances the Republic’s claims would be timely. But even if the Republic were treated as a private party, its claims would still be timely. Under the applicable statutory provisions, see Revised Penal Code (“RPC”) Art. 90, the statute of limitations for the Republic’s claims would be ten (10) years. See Sangco Aff., ¶¶ 14, 29. Likewise, under RPC Art. 91, the cause of action would accrue, and the period would begin to run, no sooner than the discovery of the wrongdoing. The defendants have presented no legal authority to the contrary. As they concede, pursuant to tolling agreements signed by the parties, the complaint in this action is treated as if it were filed on December 1, 1987. See Westinghouse Br., at 77. And, while the defendants’ theory of accrual is not a model of clarity, at the earliest the claims could not have accrued before December 19, 1977, when defendants contend suspicion should have first arisen as a result of a newspaper article regarding the PNPP contract in the Washington Post. See Westinghouse Br., at 29. Therefore, even under the scenario most favorable to defendants’ position, under Philippine law the Republic’s claims were timely filed within the applicable ten year period. Moreover, even if, contrary to the choice of law analysis outlined above, one were to apply the six-year New Jersey statute of limitations, the Republic’s claims would still be timely, even without the aid of New Jersey’s discovery rule or any rule of equitable tolling, to which the Republic may well be entitled. As the Republic points out, and as defendants agree, under New Jersey law the cause of action does not accrue until the date of the last overt act causing damage. See Farbenfabriken Bayer, A.G. v. Sterling Drug, Inc., 153 F.Supp. 589, 593 (D.N.J.1957), aff'd, 307 F.2d 210 (3d Cir.1962), cert. denied, 372 U.S. 929, 83 S.Ct. 872, 9 L.Ed.2d 733 (1963). Here, defendants continued to work on the PNPP contract and receive payments for their work through 1985. Moreover, Westinghouse continued to make commission payments to Disini (what the Republic claims were actually bribes to President Marcos) through February 1985 (indeed, one $800,000 payment remains outstanding). As the Fifth Circuit held in an analogous context, even though a contract is entered into outside the limitations period, because contract payments are within the limitations period, the suit is rendered timely. See Imperial Point Colonnades Condominium v. Mangurian, 549 F.2d 1029 (5th Cir.), cert. denied, 434 U.S. 859, 98 S.Ct. 185, 54 L.Ed.2d 132 (1977). As the Fifth Circuit explained, a cause of action “continues to accrue for as long as the defendant takes advantage of the contract in question,” because “the defendant must continue to commit these acts in order to continue reaping the fruits of the allegedly unlawful contract or conspiracy.” Mangurian, 549 F.2d at 1036-37. In Harold Friedman, Inc. v. Thorofare Markets Inc., 587 F.2d 127 (3d Cir.1978), the Third Circuit considered the Mangurian rule in the context of a case where the question was “whether a plaintiff is precluded from suing for damages resulting from injuries that were caused by anticompetitive conduct if the conduct was authorized by a possibly unlawful contract that had been entered into before the limitations period had begun to run.” Harold Friedman, Inc., 587 F.2d at 139. The Third Circuit concluded that the “position of the Fifth Circuit is well-reasoned and we adopt it.” Id. Thus, the payment of the commissions, the continued work on the PNPP contract, and the continued receipt of payments by defendants through February 1985, bring this action well within the six-year statute of limitations under New Jersey law. Defendants’ arguments for barring this action based on laches or estoppel are also without merit. As to the former, aside from the fact that the suit was timely brought, the Republic has a reasonable excuse for delay in light of the difficulty it would have faced in bringing suit during the Marcos regime. Moreover, in light of defendants’ alleged scheme of bribery and subsequent cover up, they cannot enjoy the benefit of the doctrine of laches, which requires the party asserting it to be free from fault. See Gallagher v. New England Mutual Life Insurance Co., 19 N.J. 14, 114 A.2d 857 (1955). Likewise, defendants’ claim of estoppel must fail. This claim appears to be that the Republic is estopped from asserting a cause of action against the defendants, because it “cleared” the defendants of any accusations of bribery. However, there is no showing that the Republic was acting with knowledge of the alleged bribery scheme; its contention, instead, is that the facts did not come to light until after President Marcos was removed from power. Similarly, as the Republic points out, given the allegations about the bribery scheme, defendants could not have reasonably relied on the so-called “clearance” because they knew that in fact bribery had taken place. Finally, as with laches, defendants cannot enjoy the protection of the doctrine of estoppel based on investigations thwarted by their own alleged cover up. See Liberty Title & Trust Co. v. Plews, 6 N.J. 28, 77 A.2d 219 (1950). III. THE EXISTENCE OF A CAUSE OF ACTION. Defendants’ next argument is that this Court should not recognize any cause of action under Philippine law for tortious interference with or for conspiracy to interfere with the fiduciary duty of a public official, namely, President Marcos. Defendants’ interrelated arguments are (1) President Marcos, as the absolute dictator of the Philippines, possessed no fiduciary duty with which the defendants could interfere; (2) even if he did possess such a fiduciary duty, Philippine law does not recognize an independent civil cause of action which may be brought for the tortious interference (or conspiracy to interfere with) that duty; and (3) even if President Marcos owed the people of the Philippines a fiduciary duty, and even if there were a civil cause of action for interfering with that duty, both the political question doctrine and the act of state doctrine preclude this Court from entertaining plaintiffs claims. I consider each of these arguments in turn. A. Fiduciary Duty. Defendants contend that under then-existing Philippine law President Marcos owed the people of the Philippines no fiduciary duty. Their argument for this proposition is a deceptively simple one. As the absolute dictator of the Philippines, defendants argue, every action President Marcos took was lawful, because his acts were the law. Or, put differently, defendants argue that President Marcos was legally bound to respect no authority other than his own. Therefore, they reason, if President Marcos did take any bribes, such conduct was entirely lawful, and was not in breach of any fiduciary duty President Marcos could owe to the people of the Philippines. Thus, they conclude that they may not be held liable for the tortious interference with a fiduciary duty which did not exist. Defendants’ argument, however, actually consists of two claims, one de jure and one de facto. First, defendants claim that, as a strictly legal matter, President Marcos owed the Philippines no fiduciary duty, because under the Philippine law as it existed at the time, neither the Philippine constitution nor any other law imposed any duty of any kind on President Marcos. This is manifestly not true. As the Republic’s legal experts have pointed out, under the Philippine legal system public officials, including the President, are “mere agents and not rulers of the people,” and “every officer accepts office pursuant to the provisions of the law and holds the office as a trust for the people whom he represents.” Cornejo v. Gabriel & Provincial Board of Rizal, 41 Phil. 188, 194 (1920). Indeed, Westinghouse’s own expert concedes that this was the “standard” relation of public officials to the state. See Affidavit of Perfecto V. Fernandez, ¶ 3 (Mar. 15, 1991) (“Fernandez Aff.”). This principle, of the public official as the mere agent of the state, was reiterated by the Philippine Supreme Court in a case decided after the imposition of martial law, which expressly noted that “[s]uch a fundamental postulate applies to the Executive itself. So it has been attested by a number of cases involving the President of the Philippines.” Radio Communications of the Philippines, Inc. v. Santiago, 58 SCRA 493, 498 (1974). Under Philippine law, however, this notion that public officers are agents and trustees of the state is not a mere abstract concept, but is embodied in a series of specific constitutional and legislative provisions. The Philippine Constitution in place at the time President Marcos declared martial law (the so-called 1935 Constitution) expressly provided that the “President shall ... take care that the laws be faithfully executed,” 1935 Constitution, Art. VII, § 10(1), and the President (including President Marcos) was required to take an oath of office to that effect. Id., Art. VII, § 7. When a new constitution was proclaimed in January 1973 (the so-called 1973 Constitution), President Marcos again took the same oath pursuant to the same constitutional provision. See Supplemental Affidavit of Eduardo G. Montenegro, 116 (July 18, 1989) (“Montenegro Aff.”). Moreover, the 1973 Constitution expressly reaffirmed the “public trust” concept for government office holders, including the President, providing: Public office is a public trust. Public officers and employees shall serve with the highest degree of responsibility, integrity, loyalty, and efficiency and shall remain accountable to the people. 1973 Constitution, Art. XIII, § 1. The 1973 Constitution went on to impose specific obligations on the President. Two examples are of particular relevance to this case. First, the President was subject to impeachment for engaging in “culpable violation of the Constitution, treason, bribery, other high crimes, or graft and corruption.” 1973 Constitution, Art. XIII, § 2 (emphasis added). See also id., § 4. Second, the 1973 Constitution provided: The President shall not, during his tenure, hold any appointive office, practice any profession, participate directly or indirectly in the management of any business, or be financially interested in any contract with or in any franchise or special privilege granted by, the Government or any subdivision, agency, or instrumentality thereof, including any government-owned or controlled corporation. 1973 Constitution, Art. VII, § 4(2) (emphasis added). The 1973 Constitution remained in effect until President Marcos left the country in 1986. Although it was amended on three occasions, the foregoing provisions regarding the oath of office, the accountability of public officers, and the grounds for impeachment were not affected by any of these amendments. See Montenegro Aff., ¶ 11; see also Affidavit of Irene R. Cortes and Carmelo V. Sisón, ¶¶ 37-40 (Jan. 19 and Mar. 6, 1991) (“Cortes/Sison Aff.”). In addition to these constitutional duties, essentially analogous statutory duties also existed for the President and other public officials. Thus, under Section 58 of the Revised Administrative Code of the Philippines (Act No. 2711, issued in 1917), the President is “responsible for the faithful execution of all laws operative within the Philippines.” This provision remained in effect during the entire period of the Marcos regime, and indeed remains in effect today. See Montenegro Aff., H 12. Again, with particular significance for this case, the Philippine “Anti-Graft and Corrupt Practices Act,” enacted in 1960, in relevant part prohibits any public officer from “[d]irectly or indirectly requesting or receiving any gift, present, share, percentage, or benefit, for himself or for any other person in connection with any contract or transaction between the Government and any other party, wherein the public officer in his official capacity has to intervene under the law.” Republic Act (R.A.) No. 3019, § 3(b). Similarly, under § 3(h) of the same law, public officers are prohibited, “directly or indirectly,” from “having financial or pecuniary interest in any business, contract or transaction in connection with which he intervenes or takes part in his official capacity....” See also id., §§ 3(a), (c), (g), (i). The President falls within the Act’s definition of a “public officer,” and is therefore subject to its provisions. See id., § 2(a), (b); see also Montenegro Aff., ¶ 13. R.A. No. 3019 was amended twice during the Marcos regime, but only to impose reporting requirements on public officials. Thus, rather than being repealed, the Anti-Graft and Corrupt Practices Act remained in effect and was strengthened during the Marcos regime. See Montenegro Aff., ¶ 14. Title 7 of the Revised Penal Code of the Philippines (“RPC”), Act No. 3815, addresses crimes committed by public officers, who are defined to include any persons who “by direct provision of the law, popular election or appointment by competent authority, shall take part in the performance of public functions in the Government of the Philippine Islands.” RPC, Art. 203. Obviously, this includes the President. See Montenegro Aff., ¶ 15. The RPC makes it a crime for a public officer to agree to perform an act (or to refrain from performing an act) in connection with his official duties, in exchange for any offer, promise, gift or present. Art. 210. Similarly, it is illegal under Art. 211 for a public officer to accept gifts offered to him by reason of his office, and it is illegal under Art. 212 for any person to offer, promise or give gifts or presents to a public officer in violation of Arts. 210 or 211. These provisions of the RPC remained in effect during the entire Marcos regime and indeed remain in effect today. See Montenegro Aff., ¶ 16. During the entire period of the Marcos government, including the period of martial law, President Marcos issued no decree, proclamation, order or other official document nullifying or limiting in any way the aforementioned constitutional and statutory provisions. Id., ¶ 17. On the contrary, shortly after the imposition of martial law, President Marcos issued a decree which reinforced the existing prohibitions against bribery of public officials, including himself. See Presidential Decree No. 46; see also Montenegro Aff., ¶ 17. Indeed, President Marcos established a special court, known as the Sandiganbayan, which had jurisdiction over civil and criminal cases involving graft and corrupt practices, and during the Marcos regime there were numerous prosecutions in the Sandiganbayan for alleged violations of Anti-Graft and Corrupt Practices Act and the anti-graft provisions of the RPC. See Montenegro Aff., ¶¶ 19-20. Of course, it is true, as defendants point out, that President Marcos instituted martial law, that he arrogated expansive powers to himself, that he ruled undemocratically for many years, and that he often violated the civil liberties and rights of his fellow citizens. Nor, presumably, would the Republic deny that the Marcos regime was corrupt — indeed, this forms the basis of the Republic’s claim. None of this means, however, that the Philippine legal system was completely swept away during the Marcos regime, that — as a matter of law — President Marcos operated completely outside any legal norms, or that, as a result, everything President Marcos did was “absolutely lawful.” See Westinghouse Br., at 9-3-94. On the contrary, despite martial law, despite President Marcos’ enormous power, and despite his repeated abuses of the rights and interests of the Philippine people, as a matter of then-existing Philippine law (which Westinghouse contends is the relevant standard) throughout his tenure President Marcos continued to operate within and subject to the rule of law. Beginning with the institution of martial law itself, as the Republic’s legal expert submits, “[m]artial law was not declared in a vacuum, outside the Constitutional framework.” Affidavit of Emmanuel N. Pelaez, U 9 (Apr. 23, 1991) (“Pelaez Aff.”). Rather, the 1935 Constitution, under which the Philippines functioned at the time martial law was declared, expressly authorized the President to declare martial law under certain conditions. See 1935 Constitution, Art. VII, § 10(2). In fact, in declaring martial law President Marcos expressly relied on this provision for authority, and set forth the reasons why he believed the conditions described in the 1935 Constitution for the declaration of martial law were met. See Proclamation No. 1081. Again, in the first of the orders implementing martial law, President Marcos relied on the 1935 Constitution as the legal basis for his actions. See General Order No. 1; see also Pelaez Aff., ¶ 9; Cortes/Sison Aff., ¶¶ 13-14, 16-17. Given defendants’ contention that martial law effectively obliterated the rule of law in the Philippines, one would expect any challenges to President Marcos’ authority to occur — if at all — solely on an extra-legal basis. Such was not the case. When President Marcos suspended the writ of habeas corpus, see Proclamation No. 889, a legal challenge was brought, and the Philippine Supreme Court ruled that the proclamation’s validity was a justiciable question. See Lansang v. Garcia, 42 SCRA 448, 473 (1971). The Court proceeded to consider whether there was a sufficient factual basis to support the writ’s suspension, and upheld Marcos’ decision. Similarly, a legal challenge was brought against the validity of Proclamation No. 1081, imposing martial law. This time, a plurality of the Court found that the validity of the proclamation was a political question, solely committed to the Executive. See Aquino v. Ponce Enrile, 59 SCRA 183 (1974); see also Pelaez Aff., ¶¶ 17-18. Of course, defendants would emphasize that President Marcos prevailed in both of these challenges to his authority. But their position — that President Marcos' word alone was the law — cannot explain even why these . legal challenges were brought before the Supreme Court, much less why the Court applied to the claims a legal analysis apparently derived from the Constitution. Indeed, all involved — the parties who brought suit, the Supreme Court, and President Marcos himself — appeared to operate on the assumption that it was still meaningful to think in terms of a body of law independent of the will of President Marcos. Nor did the declaration of martial law lead to the repeal of existing laws. On the contrary, General Order No. 3 expressly confirmed that the government would continue to function “in accordance with existing laws.” See Pelaez Aff., ¶ 10; see also Montenegro Aff., ¶ 5. As noted, in January 1973 Marcos announced that a new constitution, the so-called 1973 Constitution, was ratified. This occurred within four months of the declaration of martial law. See Pelaez Aff., ¶! 21. The Westinghouse legal expert himself contends that with the passage of the 1973 Constitution, the government “took on a veil of constitutionalism,” which “provided legitimacy for the dictatorship.” Fernandez Aff., ¶¶ 15, 25. This 1973 Constitution, of course, contained the very provisions, cited above, see supra at 1452-53, which placed specific fiduciary duties on the President. As already discussed, neither the 1973 Constitution, nor the President’s fiduciary duties specified therein, were ever repealed during the remainder of the Marcos regime. Westinghouse’s legal expert attempts to suggest, however, that this constitutionalism of the Marcos government was meaningless, because President Marcos possessed the power de jure to “change the constitution.” Fernandez Aff., ¶ 27. But Professor Fernandez’s conclusory claims are undermined by his own description of events. He states that when President Marcos proposed certain amendments to the 1973 Constitution in 1976, he issued a call for a plebiscite to be held to consider the proposed constitutional changes. Id., II 26. As with the ratification of the original 1973 Constitution, a court challenge was brought, arguing that the referendum should be enjoined. The Philippine Supreme Court, however, rejected the challenge, finding that President Marcos had the power to propose constitutional amendments and to call a referendum “for ratification of his proposals by the people.” Sanidad v. Commission on Elections, 73 SCRA 333, 374-75 (1976). Thereafter, in Professor Fernandez’s own words, the “plebiscite was held and the amendments were approved....” Fernandez Aff., ¶ 27. See also Pelaez Aff., ¶ 23; Cortes/Sison Aff., ¶ 23. Thus, contrary to the assertion that President Marcos could single-handedly change the constitution, Professor Fernandez’s own account shows only that President Marcos could propose constitutional amendments, the ultimate ratification of which — again, as a matter of Philippine law — remained in the hands of the Philippine people. Indeed, Professor Fernandez does not even contend that the plebiscite was fraudulent. After martial law was declared and a new constitution was enacted, it is true that President Marcos came to exercise broad and sweeping powers, including powers which would ordinarily be exercised by a legislature. According to Professor Fernandez, President Marcos exercised sole legislative power from the declaration of martial law until 1981, and concurrent legislative power (with the Batasang Pambansa or National Legislature) thereafter until he was removed from power in 1986. Fernandez Aff., ¶ 24. The Philippine Supreme Court upheld this exercise of legislative power as authorized by the “commander-in-chief” clauses of the 1935 and 1973 Constitutions. See Aquino v. COMELEC, 62 SCRA 275 (1975). From this, defendants leap to the conclusion that, as a matter of Philippine law, whatever fiduciary duties President Marcos owed under either the 1973 Constitution or the Philippine statutes were obliterated by his exercise of legislative power. There are at least two obstacles to this argument. First, while President Marcos possessed the power to amend Philippine statutory law, he did not (as discussed above) possess the power to amend the 1973 Constitution, and consequently his legislative powers remained subject to constitutional limitations. See Cortes/Sison Aff., ¶ 18. In response, Westinghouse’s legal expert, Professor Fernandez, points to General Orders No. 3 and 3-A, issued shortly after the declaration of martial law, which removed from the jurisdiction of the courts any case involving the validity, legality or constitutionality of Proclamation No. 1081, dated September 21, 1972, or of any decree, order or acts issued, promulgated or performed by me or by my duly designated representative pursuant thereto. See Fernandez Aff., ¶ 8. Thus, Westinghouse contends, the constitutional limitations on Marcos’ legislative power were legally meaningless because he had eliminated judicial review. The problem with this argument is that it rather plainly appears that this restriction on the courts’ jurisdiction did not continue after the passage of the 1973 Constitution — as is evident from the numerous cases where courts actually considered challenges to President Marcos’ exercise of power throughout the period of his regime. Indeed, shortly after the ratification of the 1973 Constitution, a case was brought challenging the ratification process, yet the Court did not throw out the case on the ground that General Order Nos. 3 and 3-A divested it of jurisdiction. See Javellana v. Executive Secretary, 50 SCRA 30 (1973); see also Cortes/Sison Aff., ¶¶ 22; Pelaez Aff., fill 15, 17. In fact, in Aquino v. Ponce Enrile, 59 SCRA 183 (1974), a direct challenge to Proclamation No. 1081, declaring martial law, not only did the Court fail to apply General Order Nos. 3 and 3-A as a basis for denying jurisdiction, bu