G.R. No. 187456 June 2, 2014 ALABANG DEVELOPMENT CORPORATION, Petitioner, vs. ALABANG ILL! VILLAGE A!!OCIATION "n# RA$AEL TINIO, Respondents.
Peralta, J. Ponen%e& Peralta, J.
$"'%(& 1. Alabang Development Corporati on,developer of Alabang Hills Village led a complaint for Injnction and Damages against Alabang Hills Village Association Inc., and its president, Rafael for allegedl! starting t"e constrction of a mlti#prpose "all and a s$imming pool on one of t"e parcels of land still o$ned b! ADC, $it"ot t"e latter%s consent and approval, and despite demand, failed to desist from constrcting t"ereof.
&. In its ans$er $it" conter#claim, AHVAI AHVAI denied ADC%s ADC%s allegations and made t"e follo$ing claims' a. ("at ADC "as no legal capacit! to se becase its corporate e)istence $as alread! dissolved b! t"e *ecrities and +)c"ange Corporation on a! &-, &/. b. ("at ADC "as no case of action as it $as merel! "olding t"e propert! in trst for AHVAI as benecial o$ner t"ereof. c. ("at t"e lot is part of t"e open space re0ired re0ired b! la$ to be provided in t"e sbdivision. /. ("e R(C R(C dismissed ADC%s complaint "olding t"at' a. It "as no personalit! to se and t"at sbject area is a reserved area for t"e benet of t"e "omeo$ners as re0ired b! la$. b. H2R3 "as e)clsive jrisdiction over t"e dispte bet$een ADC and AHVAI. 4. ADC led a 5otice of Appeal to elevate t"e case to t"e CA, $"ic" also denied its appeal, "olding t"at it "ad no capacit! to se as it $as alread! defnct. e)#&
("e *preme *preme Cort'
("e CA cited cited t"e case for t"e prpose prpose of restating restating and distingis"ing t"e jrisprdential denition of t"e terms 6lac7 of capacit! to se8 and 6lac7 of personalit! to se98 and of appl!ing t"ese denitions to t"e present case. ("s, t"e fact t"at, nli7e in t"e instant case, t"e corporations involved in t"e Colmbia case $ere foreign corporations is of no moment. ("e denition of t"e term 6lac7 of capacit! to se8 ennciated in t"e said case still applies to t"e case at bar. Indeed, as "eld b! t"is Cort and as correctl! cited b! t"e CA in t"e case of Columbia' Columbia' 6:l;ac7 of legal capacit! to se means t"at t"e plainti< is not in t"e e)ercise of "is civil rig"ts, or does not "ave t"e necessar! 0alication to appear in t"e case, or does not "ave t"e c"aracter or representation "e claims:9; =lac7 of capacit! to se% refers to a plainti<%s general disabilit! to se, sc" as on accont of minorit!, insanit!, incompetence, lac7 of jridical personalit! or an! ot"er general dis0alications of a part!. >8 In t"e instant case, petitioner lac7s capacit! to se becase it no longer possesses jridical personalit! b! reason of its dissoltion and lapse of t"e t"ree#!ear grace period provided nder *ection 1&& of t"e Corporation Code, Code, as $ill be discssed belo$. ?it" respect to t"e second assigned error, *ection 1&& of t"e Corporation Code Code provides as follo$s' *+C. 1&&. Corporate li0idation. @ +ver! corporation $"ose c"arter e)pires b! its o$n limitation or is annlled b! forfeitre or ot"er$ise, or $"ose corporate e)istence for ot"er prposes is terminated in an! ot"er manner, s"all nevert"eless be contined as a bod! corporate for t"ree /B !ears after t"e time $"en it $old "ave been so dissolved, for t"e prpose of prosecting and defending sits b! or against it and enabling it to settle and close its a
2pon $inding p of t"e corporate a In t"e absence of trstees, t"is Cort rled, t"s' > *till in t"e absence of a board of directors or trstees, t"ose "aving an! pecniar! interest in t"e assets, inclding not onl! t"e s"are"olders bt li7e$ise t"e creditors of t"e corporation, acting for and in its be"alf, mig"t ma7e proper representations $it" t"e *ecrities and +)c"ange Commission, $"ic" "as primar! and sEcientl! broad jrisdiction in matters of t"is natre, for $or7ing ot a nal settlement of t"e corporate concerns. In t"e instant case, t"ere is no dispte t"at petitioner%s corporate registration $as revo7ed on a! &-, &/. 3ased on t"e above#0oted provision of la$, it "ad t"ree !ears, or ntil a! &-, &-, to prosecte or defend an! sit b! or against it. ("e sbject complaint, "o$ever, $as led onl! on ctober 1J, &-, more t"an t"ree !ears after sc" revocation.
t"e Complaint t"at 6:p;lainti< is a dl! organied and e)isting corporation nder t"e la$s of t"e P"ilippines, $it" capacit! to se and be sed. ) ) )8 Petitioner, nonet"eless, insists t"at a corporation ma! still se, even after it "as been dissolved and t"e t"ree#!ear li0idation period provided nder *ection 1&& of t"e Corporation Code "as passed. Petitioner cites t"e cases of Gelano v. Court of Appeals, Knecht v. United Cigarette Corporation, and Pepsi-Cola Products Philippines, Inc. v. Court of Appeals, as at"orit! to spport its position. ("e Cort, "o$ever, agrees $it" t"e CA t"at in t"e abovecited cases, t"e corporations involved led t"eir respective complaints $"ile t"e! $ere still in e)istence. In ot"er $ords, t"e! alread! "ad pending actions at t"e time t"at t"eir corporate e)istence $as terminated. ("e import of t"is Cort%s rling in t"e cases cited b! petitioner is t"at t"e trstee of a corporation ma! contine to prosecte a case commenced b! t"e corporation $it"in t"ree !ears from its dissoltion ntil rendition of t"e nal jdgment, even if sc" jdgment is rendered be!ond t"e t"ree#!ear period allo$ed b! *ection 1&& of t"e Corporation Code. Ho$ever, t"ere is not"ing in t"e said cases $"ic" allo$s an alread! defnct corporation to initiate a sit after t"e lapse of t"e said t"ree#!ear period. n t"e contrar!, t"e factal circmstances in t"e abovecited cases $old s"o$ t"at t"e corporations involved t"erein did not initiate an! complaint after t"e lapse of t"e t"ree#!ear period. In fact, as stated above, t"e actions $ere alread! pending at t"e time t"at t"e! lost t"eir corporate e)istence. In t"e present case, petitioner led its complaint not onl! after its corporate e)istence $as terminated bt also be!ond t"e t"ree#!ear period allo$ed b! *ection 1&& of t"e Corporation Code. ("s, it is clear t"at at t"e time of t"e ling of t"e sbject complaint petitioner lac7s t"e capacit! to se as a corporation. (o allo$ petitioner to initiate t"e sbject complaint and prse it ntil nal jdgment, on t"e grond t"at sc" complaint $as led for t"e sole prpose of li0idating its assets, $old be to circmvent t"e provisions of *ection 1&& of t"e Corporation Code. As to t"e last isse raised, t"e basic and pivotal isse in t"e instant case is petitioner%s capacit! to se as a corporation and it "as alread! been settled t"at petitioner indeed lac7s sc" capacit!.
?H+R+R+, t"e sbject jdgment of t"e lo$er cort ordering t"e register of deeds of etro anila, a7ati 3ranc" IV to reconstitte from Decree 5o. 11F and t"e plan and tec"nical descriptions sbmitted, t"e alleged certicate of title, original and o$nerKs dplicate cop!, in t"e name of anela A0ial is "ereb! annlled and set aside, and t"e petition for reconstittion is ordered dismissed.
("e temporar! restraining order of Lne &F, 1JG issed against respondents is "ereb! made and declared permanent. ?it" costs jointl! and severall! against private respondents.
("e Division Cler7 of Cort is "ereb! directed to frnis" t"e Honorable inister of Lstice a cop! of t"e decision at bar as $ell as a cop!, for read! reference, of t"e decision of Lanar! &F, 1JG1 in t"e related 3ernal case, M.R. 5o. #41-G, previosl! ordered frnis"ed to "imB for t"e instittion of appropriate criminal proceedings against private respondents and all ot"ers $"o "ave assisted or conspired $it" t"em as ma! be $arranted b! t"e evidence of record.
* RD+R+D.