corpo digestss

8/19/2019 Corpo Digestss

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PADCOM CONDOMINIUM CORPORATION,vs.ORTIGAS CENTER ASSOCIATION, INC.,

Facts:Petitioner Padcom Condominium Corporation (hereafter PADCOM) owns and

manages the Padilla Office Condominium Building (PADCOM Building) located atEmerald Avenue, Ortigas Center, Pasig Cit! "he land on which the #uilding standswas originall ac$uired from the Ortigas % Compan, &imited Partnership (OC&P), #"ierra Development Corporation ("DC) under a Deed of 'ale dated 'eptem#er *+! Among the terms and conditions in the deed of sale was the re$uirement thatthe transferee and its successorininterest must #ecome mem#ers of an associationfor realt owners and longterm lessees in the area later -nown as the Ortigas Center!'u#se$uentl, the said lot, together with improvements thereon, was conveed #"DC in favor of PADCOM in a Deed of "ransfer dated ./ 0e#ruar *+/!

1n *2., respondent Ortigas Center Association, 1nc! (hereafter the Association) wasorgani3ed to advance the interests and promote the general welfare of the real estateowners and longterm lessees of lots in the Ortigas Center! 1t sought the collection of mem#ership dues in the amount of two thousand seven hundred twentfourpesos and fort centavos (P.,+.!4) per month from PADCOM! "he corporate #oo-s

showed that PADCOM owed the Association P56*,*5!+, representing mem#ershipdues, interests and penalt charges from April *26 to 7une **6! "he letterse8changed #etween the parties through the ears showed repeated demands forpament, re$uests for e8tensions of pament, and even a settlement schemeproposed # PADCOM in 'eptem#er **4!

1n view of PADCOM9s failure and refusal to pa its arrears in monthl dues, includinginterests and penalties thereon, the Association filed a complaint for collection of sumof mone #efore the trial court #elow, whichwas doc-eted as Civil Case :o! 5624! "he Association averred that purchasers of lands within the Ortigas Center comple8 from OC&P are o#ligated under their contracts of sale to #ecome mem#ers of the Association! "his o#ligation was allegedlpassed on to PADCOM when it #ought the lot from "DC, its predecessorininterest!

Issue: ;hether it can #e compelled to <oin the association pursuant to the provisionon

Ruling; 'ection of Presidential Decree :o! /.* mandates that='EC! !888>nder the "orrens sstem of registration, claims and liens of whatever character,e8cept those mentioned # law, e8isting against the land #inds the holder of the titleand the whole world! "his is so #ecause an lien annotated on previous certificates of title should #e incorporated in or carried over to the new transfer certificates of title!'uch lien is insepara#le from the propert as it is a right

the propert whoever its owner ma #e! 1t su#sists notwithstanding a change inownership? in short, the personalit of the owner is disregarded!

As emphasi3ed earlier, the provision on automatic mem#ership wasannotated in the Certificate of "itle and made a condition in the Deed of "ransfer in

favor of PADCOM! Conse$uentl, it is #ound # and must compl with the covenant!

Moreover, Article 6 of the Civil Code provides that contracts ta-e effect #etweenthe parties, their assigns and heirs! 'ince PADCOM is the successorininterest of "DC, it follows that the stipulation on automatic mem#ership with the Association isalso #inding on the former!:either are we convinced # PADCOM9s contention that theautomatic mem#ership clause is a violation of its freedom of association! PADCOMwas never forced to <oin the association! 1t could have avoided suchmem#ership # not #uing the land from "DC! :o#od forced it to #u the land whenit #ought the #uilding with the annotation of the condition or lien on the Certificate of "itle thereof and accepted the Deed! PADCOM voluntaril agreed to #e #ound # andrespect the condition, and thus to <oin the Association!@estoppel, a person, who # hisact or conduct has induced another to act in a particular manner, is #arred fromadopting an inconsistent position, attitude or course of conduct that there# causesloss or in<ur to another!

Art! /*! O#ligations arising from contracts have the force of law #etween thecontracting parties and should #e complied with in good faith!

Art! ..! Certain lawful, voluntar and unilateral acts give rise to the <urid ical relationof $uasicontract to the end that no one shall #e un<ustl enriched or #enefited at thee8pense of another!

enerall, it ma #e said that a $uasicontract is #ased on the presumed will or intentof the o#ligor dictated # e$uit and # the principles of a#solute <ustice! E8amples of these principles are= () it is presumed that a person agrees to that which will #enefithim? (.) no#od wants to enrich himself un<ustl at the e8pense of another? or (6) onemust do unto others what he would want others to do unto him under the samecircumstances!

As residen t and lot owner in the Ortigas area, PADCOM was definitel #enefited #

the Association9s acts and activities to promote the interests and welfare of those whoac$uire propert therein or #enefit from the acts or activities of the Association! 0inall,PADCOM9s argument that the collection of monthl dues has no #asis since there wasno #oard resolution defining how much fees are to #e imposed deserves scantconsideration! 'uffice it is to sa that PADCOM never protested upon receipt of theearlier demands for pament of mem#ership dues! 1n fact, # proposing a scheme topa its o#ligation, PADCOM cannot #elatedl $uestion the Association9s authorit toassess and collect the fees in accordance with the total land area owned or occupied# the mem#ers, which finds support in a resolution dated 5 :ovem#er *2. of the

Association9s incorporating directors and 'ection .of its Blaws!



STA CARA !OA "S GASTON #AN. $%, $&&$ 'CASE DIGEST(

Facts: 'pouses ictor Ma! aston and &dia aston, the private respondents, filed acomplaint for damages with preliminar in<unctionpreliminar mandator in<unction

and temporar restraining order #efore the egional "rial Court against petitioners 'taClara omeowners Association ('CA)!

"he complaint alleged that the private respondents purchased their lots in 'ta! Clara'u#division and at the time of the purchase, there was no mention or re$uirement of mem#ership in an homeowners9 association! 0rom that time on, the haveremained nonmem#ers of the 'CA! "he also stated that an arrangement wasmade wherein homeowners who were nonmem#ers of the association were issuednonmem#er gate pass stic-ers for their vehicles for identification # the securitguards manning the su#division9s entrances and e8its! "his arrangement remainedundistur#ed until sometime in the middle of March **2, when 'CA disseminated a#oard resolution which decreed that onl its mem#ers in good standing were to #eissued stic-ers for use in their vehicles!

Petitioners filed a motion to dismiss arguing that the trial court had no <urisdiction over

the case as it involved an intracorporate dispute #etween 'CA and its mem#ers!"he proper forum must #e the ome 1nsurance and uarantee Corporation (1C)!"he stated that that the Articles of 1ncorporation of 'CA, which was dul approved# the 'ecurities and E8change Commission , provides that the association shall #e anontoc- corporation with all the homeowners of 'ta! Clara constituting itsmem#ership! 1ts #laws also contains a provision that all real estate ownersautomaticall #ecome mem#ers of the association! Moreover, the privaterespondents allegedl en<oed the privileges of mem#ership and a#ided # the rulesof the association, and even attended the general special meeting of the associationmem#ers!

Issue:;hether or not the private respondents are mem#ers of 'CA

Ruling: "he constitutionall guaranteed freedom of association includes the freedomnot to associate! "he right to choose with whom one will associate oneself is the ver

foundation and essence of the partnership! 1t should #e noted that the provisionguarantees the right to form an association! 1t does not compel others to form or <oinone!

Private respondents cannot #e compelled to #ecome mem#ers of 'CA # thesimple e8pedient of including them in its Articles of 1ncorporation and B&aws withouttheir e8press or implied consent! "rue, it ma #e to the mutual advantage of lotowners in a su#division to #and themselves together to promote their commonwelfare! But that is possi#le onl if the owners voluntaril agree, directl or indirectl,to #ecome mem#ers of the association! "rue also, mem#ership in homeowners9association ma #e ac$uired in various was F often through deeds of sale, "orrens

certificates or other forms of evidence of propert ownership! owever, when privaterespondents purchased their propert and o#tained "ransfer Certificates of "itle, therewas no annotation showing automatic mem#ership in the 'CA! "hus, no privit ofcontract arising from the title certificate e8ists #etween petitioners and privaterespondents!

)ng vs. *asa+GRs %-/%0/-, $1 Se2te34e5 $&&6;i3 C7e *))n vs. *asa +GRs %88$08%6, i3 C7e *))n vs. *asa +GR %1%86

Facts: 1n *+6, a religious group -nown as G"he Church 1n Hue3on Cit (Church Assem#lall), 1ncorporatedG (C>C), located at 4 "alaan 't!, "alaan illage, Hue3onCit, was organi3ed as Gan entit of the #rotherhood in Christ!II 1t was registered in thesame ear with the 'ecurities and E8change Commission ('EC) as a nonstoc-, nonprofit religious corporation for the administration of its temporalities or themanagement of its properties! "he Articles of 1ncorporation and Blaws of theC>C decree that its affairs and operation shall #e managed # a Board ofDirectors consisting of 5 mem#ers, 6 who shall #e mem#ers of the C>C! Jealous

in upholding and guarding their Christian faith, and to ensure unit and uninterruptede8ercise of their religious #elief, the mem#ers of the C>C vested upon the Boardof Directors the a#solute power G(to preserve and protect the(ir) faithG and to admit ande8pel a mem#er of the C>C! Admission for mem#ership in the C>C is soe8acting!

Onl Gpersons 3ealous of the ospel, faithful in Church wor- and of sound -nowledgeof the "ruth, as the Board of Directors shall admit to mem#ership, shall #e mem#ers of the (C>C)!G "he procedure for the e8pulsion of an erring or dissident mem#er isprescri#ed in Article 11 (paragraph ) of the C>C Blaws, which provides that G1f it is #rought to the notice of the Board of Directors that an mem#er has failed too#serve an regulations and Blaws of the 1nstitution (C>C) or the conduct of an mem#er has #een dishonora#le or improper or otherwise in<urious to thecharacter and interest of the 1nstitution, the Board of Directors ma # resolutionwithout assigning an reason therefor e8pel such mem#er from such 1nstitution and he

shall then forfeit his interest, rights and privileges in the 1nstitution!G

As earl as *22, the Board of Directors o#served that certain mem#ers of theC>C, including Alfredo &ong, 7oseph &im, &iu Ke- 'ee, and 0eli8 Almeria,e8hi#ited Gconduct which was dishonora#le, improper and in<urious to the character and interest of the (C>C)G # Gintroducing (to the mem#ers) doctrines andteachings which were not #ased on the ol Bi#leG and the Principles of 0aithem#raced # the C>C! Confronted with this situation, &dia Basa, Anthon'aheeliam and Kao Che-, as mem#ers of the Board of Directors, and someresponsi#le mem#ers of the C>C, advised &ong, et al! Gto correct their wasG andwarned them that if the persist in their highl improper conduct, the will #e dropped



from the mem#ership of the C>C? during 'unda worship gatherings, Gin smallgroup meetings and even oneonone personal tal- with them!G &ong et al! ignoredthese repeated admonitions! Alarmed that &ong, et al!Is conduct will continue toundermine the integrit of the Principles of 0aith of the C>C, the Board of Directors, during its 64 August **6 regular meeting held for the purpose of reviewing

and updating the mem#ership list of the C>C, removed from the said list certainnames of mem#ers, including the names of 7oseph &im, &iu Ke- 'ee, Alfredo &ongand 0eli8 Almeria!

"he were removed for espousing doctrines inimical or in<urious to the Principles of 0aith of the C>C! "he Board also updated the list # removing the names of those who have migrated to other countries, those deceased and those whom theC>C had lost contact with! All the then 5 mem#ers of the Board, namel,Directors &im Che Boon, "an on Loc, Anthon 'aheeliam, &eandro Basa, Kao Checand &dia &! Basa Gwere dul informedG of that meeting! owever, Directors &im CheBoon and "an on Loc did not appear! "hus, the resolution was signed onl #Directors Anthon 'aheeliam, &eandro Basa, Kao Chec and &dia &! Basa whocomposed the ma<orit of the Board! "he updated mem#ership list approved # theBoard on 64 August **6, together with the minutes of the meeting, were dul filedwith the 'EC on 6 'eptem#er **6! On .* 'eptem#er **6, &im Che Boon, "an

on Loc, 7oseph &im, &iu Ke- 'ee and others $uestioned their e8pulsion # filing withthe 'EC 'ecurities 1nvestigation and Clearing Department a petition ('EC Case 4**6/2, and later a supplemental petition) against Directors Kao Che-, &eandroBasa, &dia Basa and Anthon 'aheeliam!

1t sought mainl the annulment of the 64 August **6 mem#ership list and thereinstatement of the original list on the ground that the e8pulsion was made withoutprior notice and hearing? and praed for the issuance of a temporall restraining order ("O) and a writ of preliminar in<unction principall to en<oin the Board of Directorsfrom holding an election of a new set of directors among the mem#ers named in the64 August **6 list of corporate mem#ership! After conducting a hearing on theapplication for a writ of preliminar in<unction, 'EC earing Officer Manuel Pereadenied the same in an order dated .. 0e#ruar **! &im Che Boon, et al! elevatedPereaIs order to the 'EC en #anc via a petition for certiorari ('EC EB Case 62*)! "he'EC, in an en #anc decision dated 7ul **, affirmed the Perea ruling and

Gdismissed for lac- of meritG the petition! &im Che Boon et al! did not appeal from thedecision of the 'EC en #anc!

'u#se$uentl, the 'EC, through a hearing panel, conducted further proceedings tohear and decide the permissive counterclaim and thirdpart complaint incorporated inBasa, et al!Is supplemental answer, including their praer for in<unctive relief to prevent&ong, &im Che Boon, et al! from interfering and usurping the functions of the Board of Directors! &ong, et al! su#se$uentl filed motions to dismissstri-e out the counterclaimand thirdpart complaint! "he hearing panel in its omni#us order dated . Octo#er **/ denied the motions, and declined to act on Basa, et al!Is thirdpart complaintIspraer for in<unctive relief since there is a case pending #efore another earing Officer

in 'EC Case ** for the declaration of nullit of the general mem#ership meetingheld on . 0e#ruar **/! >pon denial of the separate motions for reconsideration of #oth parties, Basa, et al! filed with the 'EC en #anc a petition for review on certiorari('EC EB Case 2), which interposed the issue as to the validit of the $uestionede8pulsion alread resolved # the 'EC en #anc in its decision dated 7ul ** in

'EC EB Case 62* which had attained finalit!

On 6 7ul **5, the 'EC en #anc, issued an order in 'EC EB Case 2, settingaside the e8pulsion of certain mem#ers of the C>C approved # its Board of Directors on 64 August **6 for #eing void and ordering the reinstatement of &ong, etal! as mem#ers of the C>C! Promptl, 'aheeliam and Basa filed a petition for review with the Court of Appeals (CA 'P //)! Kao Chec-, for his part, filed amotion for reconsideration of the same order! >pon denial of his motion he also filedwith the Court of Appeals a petition for review (CA 'P 662*), which wasconsolidated with CA 'P //)! On .* Ma **2, the Court of Appealspromulgated its decision granting Basa, et al!Is consolidated petitions and reversingthe 6 7ul **5 order of the 'EC en #anc in 'EC EB Case 2! &ong, et al! filed amotion for reconsideration #ut was denied # the appellate court in a resolution dated2 August **2! &ong, &im Che Boon, et al! filed the petitions for review, which weresu#se$uentl consolidated!

Issue: ;hether the e8pulsion of 7oseph &im, &iu Ke- 'ee, Alfredo &ong and 0eli8 Almeriafrom the mem#ership of the C>C # its Board of Directors through a resolutionissued on August 64, **6 is in accordance with law!

!el9: "he Blaws of the C>C, which the mem#ers have e8pressl adhered to, doesnot re$uire the Board of Directors to give prior notice to the erring or dissidentmem#ers in cases of e8pulsion! 1n the Blaw provision, the onl re$uirements #eforea mem#er can #e e8pelled or removed from the mem#ership of the C>C are= (a)the Board of Directors has #een notified that a mem#er has failed to o#serve anregulations and Blaws of the C>C, or the conduct of an mem#er has #eendishonora#le or improper or otherwise in<urious to the character and interest of theC>C, and (#) a resolution is passed # the Board e8pelling the mem#er

concerned, without assigning an reason therefor! "hus, a mem#er who commits anof the causes for e8pulsion enumerated in paragraph of Article 11 ma #e e8pelled# the Board of Directors, through a resolution, without giving that erring mem#er annotice prior to his e8pulsion! "he resolution need not even state the reason for suchaction! "he C>C Blaw provision on e8pulsion, as phrased, ma sound unusualand o#<ectiona#le as there is no re$uirement of prior notice to #e given to an erringmem#er #efore he can #e e8pelled? #ut that is how peculiar the nature of a religiouscorporation is visavis an ordinar corporation organi3ed for profit! 1t must #e stressedthat the #asis of the relationship #etween a religious corporation and its mem#ers isthe latterIs a#solute adherence to a common religious or spiritual #elief ! Once this#asis ceases, mem#ership in the religious corporation must also cease! "hus,



generall, there is no room for dissension in a religious corporation! And where anmem#er of a religious corporation is e8pelled from the mem#ership for espousingdoctrines and teachings contrar to that of his church, the esta#lished doctrine in this

<urisdiction is that such action from the church authorities is conclusive upon the civilcourts! O#viousl recogni3ing the peculiarit of a religious corporation, the Corporation

Code leaves the matter of ecclesiastical discipline to the religious group concerned!'ection * of the Corporation Code, which has #een made e8plicitl applica#le toreligious corporations # the second paragraph of 'ection 4* of the same Code,provides for the termination of mem#ership! 1t provides that GMem#ership shall #eterminated in the manner and for the causes provided in the articles of incorporation or the #laws! "ermination of mem#ership shall have the effect of e8tinguishing all rightsof a mem#er in the corporation or in its propert, unless otherwise provided in thearticles of incorporation or the #laws!G 1n fact, &ong, et al! reall have no reason to#ewail the lac- of prior notice in the Blaws! "he have waived such notice #adhering to those Blaws! "he #ecame mem#ers of the C>C voluntaril! "heentered into its covenant and su#scri#ed to its rules! B doing so, the are #ound #their consent! Even assuming that &ong, et al!Is e8pulsion falls within theConstitutional provisions on Gprior noticeG or Gdue process,G still the Court can notconclude that Basa, et al! committed a constitutional infraction! &ong, et al! were givenmore than sufficient notice of their impending e8pulsion, as shown # the records!

Tan vs. Sci2

FACTS:

• race Christian igh 'chool (C') is a nonstoc-, nonprofit educational

corporation w / regular mem#ers, who also constitute the #oard of trustees!

• April 5, **2= During the annual mem#ers9 meeting onl living mem#er

trustees, as had alread died!

• + attended the meeting through their respective pro8ies!

• "he meeting was convened and chaired # Att! 'a#ino Padilla 7r! over the

o#<ection of Att! Antonio C! Pacis, who argued that there was no $uorum!

• 1n the meeting, Petitioners Ernesto "anchi, Edwin :go, irginia Lhoo, and 7udith

"an were voted to replace the deceased mem#ertrustees!

•

'EC= meeting void due to lac- of $uorum (:O" living #ut #ased on A1C)• 'ec . read together with 'ec 2*

• CA= Dismissed due to technicalities

1''>E= ;: dead mem#ers should still #e counted in the $uorum :O #ased on #laws

E&D= :O! remaining mem#ers of the #oard of trustees of C' ma convene andfill up the vacancies in the #oard

• E8cept as provided, the vote necessar to approve a particular corporate act as

provided in this Code shall #e deemed to refer onl to stoc-s with voting rights=

! Amendment of the articles of incorporation?.! Adoption and amendment of #laws?6! 'ale, lease, e8change, mortgage, pledge or other disposition of all or

su#stantiall all of the corporation propert?! 1ncurring, creating or increasing #onded inde#tedness?

/! 1ncrease or decrease of capital stoc-?5! Merger or consolidation of the corporation with another corporation or other

corporations?+! 1nvestment of corporate funds in another corporation or #usiness in

accordance with this Code? and2! Dissolution of the corporation!

• Huorum in a mem#ers9 meeting is to #e rec-oned as the actual num#er of

mem#ers of the corporation

• 'toc- corporations shareholders ma generall transfer their shares

• On the death of a shareholder, the e8ecutor or administrator dul appointed #

the Court is vested with the legal title to the stoc- and entitled to vote it

• >ntil a settlement and division of the estate is effected, the stoc-s of the

decedent are held # the administrator or e8ecutor

• :onstoc- corporation personal and nontransfera#le unless the articles of

incorporation or the #laws of the corporation provide otherwise• 'ection * of the Corporation Code= termination e8tinguishes all the rights of a

mem#er of the corporation, unless otherwise provided in the articles of incorporation or the #laws!

• whether or not Gdead mem#ersG are entitled to e8ercise their voting rights

(through their e8ecutor or administrator), depends on those articles of incorporation or #laws

• B&aws of C'= mem#ership in the corporation shall #e terminated # the

death of the mem#er

• ;ith remaining mem#ers, the $uorum 5!

• 'EC"1O: .*! Vacancies in the office of director or trustee! An vacanc

occurring in the #oard of directors or trustees other than # removal # thestoc-holders or mem#ers or # e8piration of term, ma #e filled # the vote of atleast a ma<orit of the remaining directors or trustees, if still constitutinga quorum? otherwise, said vacancies must #e filled # the stoc-holders in a

regular or special meeting called for that purpose! A director or trustee so electedto fill a vacanc shall #e elected onl for the une8pired term of his predecessor inoffice!

• "he filling of vacancies in the #oard # the remaining directors or trustees

constituting a $uorum is merel permissive, not mandator either # the remaining directors constituting

a $uorum, or # the stoc-holders or mem#ers in a regular or special meeting called for the purpose

• B&aws of C' prescri#ed

the specific mode of filling up e8isting vacancies in



its #oard of directors? that is, # a ma<orit vote of the remaining mem#ers of the #oard

remaining mem#ertrustees must sit as a board (as a body

in a lawful meeting) in order to validl elect the newones

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