1. SC MEGAWORLD VS. ENGR.

PARADA ● A sole proprietorship has no juridical personality separate

General Principles | 11 September 2013 | J. Reyes and distinct from that of its owner, and need not be
impleaded as a party-plaintiff in a civil case.
DOCTRINE: A sole proprietorship has no juridical personality separate ● Genlite Industries is merely the DTI-registered trade name or
and distinct from that of its owner, and need not be impleaded as a party- style of Parada by which he conducted his business. As such,
plaintiff in a civil case. it does not exist as a separate entity apart from its owner, and
therefore it has no separate juridical personality to sue or be
sued. As the sole proprietor of Genlite Industries, there is no
FACTS: question that the Parada is the real party in interest who stood
to be directly benefited or injured by the judgment in the
● S.C. Megaworld bought electrical lighting materials from Gentile
complaint below. There is then no necessity for Genlite
Industries, a sole proprietorship owned by Engr. Parada. S.C.
Industries to be impleaded as a party-plaintiff, since the
Megaworld was unable to pay for the lighting materials on its due
complaint was already filed in the name of its proprietor,
date and blamed it on its failure to collect under its sub-contract with
Engr. Luis U. Parada. To heed the Megaworld’s sophistic
the Enviro Kleen Technologies, Inc. It was however able to persuade
reasoning is to permit a dubious technicality to frustrate the
Enviro Kleen to agree to settle the purchase, but after paying
ends of substantial justice.
P250,000.00, Enviro Kleen stopped making further payments, leaving
an outstanding balance of P816,627.00. Enviro Kleen also ignored the
2. WON there was novation of the contract? -- NONE
demands of Engr. Parada, who then filed a suit in the RTC to collect
● Novation is a mode of extinguishing an obligation by
from S.C. Megaworld.
changing its objects or principal obligations, by substituting a
● S.C. Megaworld denied liability alleging that it was released from its
new debtor in place of the old one, or by subrogating a third
indebtedness to Engr. Parada due to the novation of their contract.
person to the rights of the creditor. It is "the substitution of a
There was allegedly a novation when Engr. Parada accepted the
new contract, debt, or obligation for an existing one between
partial payment made by Enviro Kleen and thereby acquiesced to the
the same or different parties."
substitution of Enviro Kleen as the new debtor.
● The settled rule is that novation is never presumed, but must
● RTC -- ruled in favor of Engr. Parada
be clearly and unequivocally shown. In order for a new
● On appeal, S.C. Megaworld argued that the trial court should have
agreement to supersede the old one, the parties to a contract
dismissed the complaint for failure of the respondent to implead
must expressly agree that they are abrogating their old
Gentile Industries as a proper party in interest.
contract in favor of a new one.
● The sales invoices and receipts show that Engr. Parada is the sole
● The trial court found that the respondent never agreed to
proprietor of Gentile Industries, and therefore the real party.
release the petitioner from its obligation, and this conclusion
was upheld by the CA.
● On the issue of novation, the CA ruled that by retaining his option to
seek satisfaction from S.C. Megaworld, any acquiescence which the
WHEREFORE, premises considered, the decision of the Court of Appeals is
respondent has made was limited to merely accepting Enviro Kleen
hereby AFFIRMED
as an additional debtor from whom he could demand payment, but
without releasing S.C. Megaworld as the principal debtor.

ISSUE/S & RATIO:

1. WON Gentile Industries should have been impleaded as a party-
plaintiff? -- NO
● Only natural or juridical persons or entities authorized by law
may be parties in a civil case.

2. SALUDO VS. PNB
General Principles |J. Jardaleza | G.R. No. 193138 | August 20, 2018
DOCTRINE:
FACTS:
● SAFA Law Office entered into a Contract of Lease with PNB, whereby
the latter agreed to lease 632 square meters of the second floor of the
PNB Financial Center Building in Quezon City for a period of three
years and for a monthly rental fee of P189,600.00.
● The Contract of Lease expired. However, PNB claims that SAFA Law
Office continued to occupy the leased premises until February 2005
but discontinued paying its monthly rental obligations after
December 2002.
o PNB sent a demand letter for SAFA Law Office to pay its
outstanding unpaid rents in the amounts of P4,648,086.34 and
P5,856,803.53.
o In response, SAFA Law Office claimed that it was enticed by
the former management of PNB into renting the leased
premises by promising to:
(1) give it a special rate due to the large area of the
place;
(2) endorse PNB's cases to the firm with rents to be
paid out of attorney's fees; and
(3) retain the firm as one of PNB's external counsels.
o Saludo alleges that not a single case of significance was
referred to the firm.
o SAFA Law Office then asked PNB to review and discuss its
billings, evaluate the improvements in the area and agree on
a compensatory sum to be applied to the unpaid rents, make
good its commitment to endorse or refer cases to SAFA Law
Office under the intended terms and conditions, and book the
rental payments due as receivables payable every time
attorney's fees are due from the bank on the cases it referred.
o The firm also asked PNB to give a 50% discount on its unpaid
rents, noting that while it was waiting for case referrals, it had
paid a total amount of P13,457,622.56 from January 1999 to
December 2002, which included the accelerated rates of 10%
per annum.
● PNB sent a demand letter requiring the firm to pay its rental arrears
in the total amount of P10,951,948.32.
o In response, SAFA Law Office proposed a settlement by
providing a range of suggested computations of its
outstanding rental obligations, with deductions for the value
of improvements it introduced in the premises, professional
fees due from Macroasia Corporation, and the 50% discount
allegedly promised by Dr. Lucio Tan.
● PNB declined the settlement proposal and made a final demand for
SAFA Law Office to pay its outstanding rental obligations in the
amount of P25,587,838.09.
● Saludo, in his capacity as managing partner of SAFA Law Office, filed
an amended complaint for accounting and/or recomputation of
unpaid rentals and damages against PNB in relation to the Contract
of Lease.
● PNB filed a motion to include SAFA Law Offices as an indispensable
party, praying that Saludo be ordered to amend anew his complaint
to include SAFA Law Office as principal plaintiff, since the lessee in
the Contract of Lease is not Saludo but SAFA Law Office. Further,
PNB made a compulsory counterclaim, seeking payment in the sum
of P25,587,838.09, representing overdue rentals.
o The RTC denied PNB's motion to include SAFA Law Office as
an indispensable party as plaintiff and dismissed the
counterclaims.
 o PNB filed its motion for reconsideration, alleging that SAFA
Law Office should be included as a co-plaintiff because it is
the principal party to the contract of lease, the one that
occupied the leased premises, and paid the monthly rentals
and security deposit. In other words, it was the main actor
and direct beneficiary of the contract.
▪ The RTC denied the motion for reconsideration.
Hence, PNB filed a petition for certiorari with the CA.
● The CA ruled in the following wise:
o Saludo is estopped from claiming that SAFA Law Office is his
single proprietorship, since Saludo signed the contract as the
firm's managing partner of SAFA, which is registered as a
partnership with the SEC.
o SAFA Law Office is not an indispensable party, since as a
partnership, it may sue or be sued through its duly authorized
representative—Saludo. Further, SAFA Law Office is not a
legal entity, being a partnership for the practice of law, which
is merely a relationship or association for a particular
purpose.
o However, the CA reversed the RTC, holding that while SAFA
Law Office is not a legal entity, it can still be sued under
Section 15, Rule 3 of the Rules of Court considering that it
entered into the Contract of Lease with PNB.
▪ Further, while SAFA Law Office's liability is not in
solidum with Saludo, SAFA’s participation in the case
is required for the granting of complete relief in the
determination of PNB's counterclaim.
▪ The court must, therefore, order it to be brought in as
defendant since jurisdiction over it can be obtained
pursuant to Section 12, Rule 6 of the Rules of Court.
● Hence, the instant suit before the SC.
ISSUE/S & RATIO:
1. Whether or not SAFA Law Office is a partnership or a single
proprietorship, as claimed by Saludo → It is a partnership.
○ The Civil Code provides that by a contract of partnership, two
or more persons bind themselves to contribute money,
property, or industry to a common fund, with the intention of
dividing the profits among themselves. Two or more persons
may also form a partnership for the exercise of a profession.
○ In this case, SAFA Law Office was constituted as a
partnership at the time its partners signed the Articles of
Partnership, whose opening articles read that the partners
have:
voluntarily associated ourselves for the purpose of forming
a partnership engaged in the practice of law, effective this
date, under the terms and conditions hereafter set forth,
and subject to the provisions of existing laws.
○ The other provisions of the Articles of Partnership also
positively identify SAFA Law Office as a partnership. It
constantly used the words “partners” and “partnership,”
designating Saludo as managing partner, and Attys. Ruben E.
Agpalo, Filemon L. Fernandez, and Amado D. Aquino as
industrial partners.
○ Saludo asserts that SAFA Law Office is a sole proprietorship
on the basis of the MOU executed by the partners of the firm,
which notably provides that:
a) That partners R. E. Agpalo, F. L. Fernandez and A. D.
Aquino shall not in any way be liable for any loss or
liability that may be incurred by the law firm in the course
of its operation;
b) That all remaining assets upon dissolution shall accrue
exclusively to A. G. Saludo, Jr. and all liabilities shall be
solely for his account.
○ Saludo claims that the foregoing evinces the parties' intention
to entirely shift any liability that may be incurred by SAFA
Law Office in the course of its operation to Saludo, who shall
 also receive all the remaining assets of the firm upon its
dissolution. This MOU, however, does not serve to convert
SAFA Law Office into a sole proprietorship.
■ SAFA Law Office was manifestly established as a
partnership based on the Articles of Partnership. The MOU,
from its tenor, reinforces this fact.
■ It did not change the nature of the organization of SAFA Law
Office but only excused the industrial partners from liability.
○ Arts. 18161 and 18172 of the Civil Code recognizes the
possibility that partners in a partnership may decide to place
a limit on their individual accountability.
○ The MOU is an agreement forged under the foregoing
provision. Consequently, the sole liability being undertaken
by Saludo serves to bind only the parties to the MOU, but
never third persons like PNB. Hence, the SC rejected the
claim that SAFA Law Office is a sole proprietorship.
2. Whether or not SAFA Law Office has juridical personality; → Yes,
it does.
○ The perfection and validity of a contract of partnership brings
about the creation of a juridical person separate and distinct
from the individuals comprising the partnership. Art. 17683 &
Art. 444 of the Civil Code recognize this. It is this juridical
personality that allows a partnership to enter into business
transactions to fulfill its purposes.
■ SAFA Law Office entered into a contract of lease with PNB
as a juridical person to pursue the objectives of the
partnership. Thus, the contract stated that it is being
executed by PNB as the lessor and "SALUDO AGPALO
FERNANDEZ & AQUINO, a partnership organized and
1 3
Art. 1816. All partners, including industrial ones, shall be liable pro rata with all their property and after
all the partnership assets have been exhausted, for the contract which may be entered into in the name and
for the account of the partnership, under its signature and by a person authorized to act for the partnership.
However, any partner may enter into a separate obligation to perform a partnership contract.
2
Art. 1817. Any stipulation against the liability laid down in the preceding article shall be void, except as
among the partners.
existing under the laws of the Republic of the Philippines," as the
lessee.
■ It also provided that the lessee, i.e., SAFA Law Office, shall
be liable in case of default, and communications between the
parties have always been made for or on behalf of PNB and
SAFA Law Office, respectively.
○ Therefore, the SC rejected Saludo’s position that SAFA Law
Office is not a partnership and a legal entity.
○ Important issues in bold
3. Whether or not SAFA Law Office is an indispensable party to the
suit. → It is.
○ Section 2, Rule 3 of the Rules of Court defines a real party-in-
interest as the one “who stands to be benefited or injured by
the judgment in the suit, or the party entitled to the avails of
the suit.”
■ Lee v. Romillo, Jr. – The real [party-in-interest]-plaintiff is one
who has a legal right[,] while a real [party-in-interest]-
defendant is one who has a correlative legal obligation whose
act or omission violates the legal rights of the former.
■ SAFA Law Office is the party that would be benefited or
injured by the judgment in the suit before the RTC.
● Particularly, it is the party interested in the
accounting and/or recomputation of unpaid
rentals and damages in relation to the
contract of lease.
● It is also the party that would be liable for
payment to PNB of overdue rentals, if that
claim would be proven. This is because it is
the one that entered into the contract of lease
with PNB.
Art. 1768. The partnership has a juridical personality separate and distinct from that of each of the
partners, even in case of failure to comply with the requirements of Article 1772, first paragraph.
4
[2] Art. 44. The following are juridical persons:
Xxx
(3) Corporations, partnerships and associations for private interest or purpose to which the law grants a
juridical personality, separate and distinct from that of each shareholder, partner or member.
 ○ Considering that SAFA Law Office is primarily liable under
the contract of lease, it is the real party-in-interest that should
be joined as plaintiff in the RTC case.
■ Section 2, Rule 3 of the Rules of Court requires that every
action must be prosecuted or defended in the name of the
real party-in-interest.
■ As the one primarily affected by the outcome of the suit,
SAFA Law Office should have filed the complaint with the
RTC and should be made to respond to any counterclaims
that may be brought in the course of the proceeding.

○ There is no showing that SAFA Law Office, as a separate

juridical entity, is being used for fraudulent, unfair, or illegal
purposes. Hence, its partners cannot be held primarily liable
for the obligations of the partnership. As it was SAFA Law
Office that entered into a contract of lease with respondent
PNB, it should also be impleaded in any litigation concerning
that contract.

○ Accordingly, the complaint filed by Saludo should be

amended to include SAFA Law Office as plaintiff.

RULING: WHEREFORE, the petition is DENIED. Petitioner is hereby

ordered to amend his complaint to include SAFA Law Office as plaintiff in
Civil Case No. 06-678 pending before Branch 58 of the Regional Trial Court
of Makati City, it being the real party-in-interest.
 3. GSIS VS. SEC. VILLANUEVA
Heading/Topic in Syllabus | Date | Ponente

DOCTRINE:

FACTS:
● Important facts in bold
● Other facts
● Blabla
● Put everything we need to know here
● yadiyadiyaaa

ISSUE/S & RATIO:

1. WON blabla – YES/NO
● Ratio for Issue #1 here.
● Judicial decisions and/or findings.
2. WON blabla – YES/NO
● Ratio for Issue #2 here
3. Important issues in bold
4. Pertinent holdings to the issue should be in bold
5. Make sure to ratio per issue
6. Other issues

RULING: As the marriage license, a formal requisite, is clearly absent, the marriage
of Gloria and Syed is void ab initio.

SEPARATE OPINIONS:
Name of Justice
Points raised
Points raised relevant to the issue as per the syllabus should be in bold
 4. JG SUMMIT VS. CA
Nationality of corporations | January 31, 2005 | Puno, J.
DOCTRINE:
No law disqualifies a person from purchasing shares in a landholding
corporation even if the latter will exceed the allowed foreign equity, what the
law disqualifies is the corporation from owning land.
FACTS:
● National Investment and Development Corporation (NIDC), a
government corporation, entered into a Joint Venture Agreement
(JVA) with Kawasaki Heavy Industries, Ltd. of Kobe, Japan for the
construction, operation and management of the Subic National
Shipyard, Inc. (SNS) which became the Philippine Shipyard and
Engineering Corporation (PHILSECO). NIDC and Kawasaki will
contribute P330 million for the capitalization of PHILSECO in the
proportion of 60%-40% respectively and the grant to the parties of the
right of first refusal should either of them decide to sell, assign or
transfer its interest in the joint venture.
● NIDC transferred all its rights in PHILSECO to PNB then transferred
to the National Government pursuant to Administrative Order No.
14.
● Proclamation No. 50 established e Committee on Privatization (COP)
and the Asset Privatization Trust (APT) to take title to, and possession
of, conserve, manage and dispose of non-performing assets of the
National Government.
● ·Trust agreement entered by National Government and APT naming
APT as trustee of the former's share in PHILSECO. As a result of a
quasi-reorganization of PHILSECO to settle its huge obligations to
PNB, the National Government's shareholdings in PHILSECO
increased to 97.41% thereby reducing KAWASAKI's shaeholdings to
2.59%.
● ·COP and APT deemed it best to sell the share of National
Government to private entities. APT and Kawasaki agreed that hat the
latter's right of first refusal under the JVA be "exchanged" for the right
to top by 5% the highest bid for the said shares. Kawasaki informed
APT that Philyards Holdings, Inc. (PHI) would exercise its right to
top.
● J.G. Summit submitted a bid of Two Billion and Thirty Million Pesos
with an acknowledgment of KAWASAKI/[PHILYARDS'] right to
top. It was declared highest bidder subject to right to top bid by PHI.
It protested the offer of PH to top bid.
● PHI fully paid the balance of the purchase price. APT and PHI
execute Stock Purchase Agreement.
● J.G. Summit filed mandamus in SC but was referred to CA. CA
dismissed such. MR denied
● SC granted the certiorari as a shipyard like PHILSECO is a public
utility whose capitalization must be 60% Filipino-owned.
Consequently, the right to top granted to KAWASAKI is illegal
because it violates the rules on competitive bidding and it allows
foreign corporations to own more than 40% equity in the shipyard. It
voided the transfer of the national government's 87.67% share in
PHILSECO to PHI and upheld the right of JG Summit, as the highest
bidder.
● In resolution on Sept. 2003, SC ruled in favor of the respondents. It
ruled that it is not a public utility, as by nature, a shipyard is not a
public utility and that no law declares a shipyard to be a public utility;
nothing prevents Kawasaki from acquiring more than 40% of
PHILSECO; and there is no violation of competitive bidding.
ISSUE/S & RATIO: WON KAWASAKI had a valid right of first refusal over
PHILSECO shares under the JVA considering that PHILSECO owned land until the
time of the bidding and KAWASAKI already held 40% of PHILSECO's equity. -YES
The validity of the mutual rights of first refusal under the JVA between
KAWASAKI and NIDC is upheld. The right of first refusal is a property right
of PHILSECO shareholders, KAWASAKI and NIDC, under the terms of their
JVA. This right allows them to purchase the shares of their co-shareholder
before they are offered to a third party. The agreement of co-shareholders to
mutually grant this right to each other, by itself, does not constitute a violation
of the provisions of the Constitution limiting land ownership to Filipinos and
Filipino corporations. As PHILYARDS correctly puts it, if PHILSECO still
owns land, the right of first refusal can be validly assigned to a qualified
Filipino entity in order to maintain the 60%-40% ratio. This transfer, by itself,
does not amount to a violation of the Anti-Dummy Laws, absent proof of any
fraudulent intent. The transfer could be made either to a nominee or such other
party which the holder of the right of first refusal feels it can comfortably do
business with. Alternatively, PHILSECO may divest of its landholdings, in
which case KAWASAKI, in exercising its right of first refusal, can exceed 40%
of PHILSECO's equity. In fact, it can even be said that if the foreign shareholdings
of a landholding corporation exceeds 40%, it is not the foreign stockholders' ownership
of the shares which is adversely affected but the capacity of the corporation to own land
— that is, the corporation becomes disqualified to own land. This finds support
under the basic corporate law principle that the corporation and its
stockholders are separate juridical entities. In this vein, the right of first refusal
over shares pertains to the shareholders whereas the capacity to own land
pertains to the corporation. Hence, the fact that PHILSECO owns land cannot
deprive stockholders of their right of first refusal. No law disqualifies a person
from purchasing shares in a landholding corporation even if the latter will
exceed the allowed foreign equity, what the law disqualifies is the corporation
from owning land.

In Philippine Banking Corporation vs. Lui She, the option to buy was invalidated
because it amounted to a virtual transfer of ownership as the owner could not sell or
dispose of his properties. The contract in Lui She prohibited the owner of the land from
selling, donating, mortgaging, or encumbering the property during the 50-year period
of the option to buy. This is not so in the case at bar where the mutual right of first
refusal in favor of NIDC and KAWASAKI does not amount to a virtual transfer of land
to a non-Filipino. In fact, the case at bar involves a right of first refusal over shares of
stock while the Lui She case involves an option to buy the land itself. As discussed
earlier, there is a distinction between the shareholder's ownership of shares and the
corporation's ownership of land arising from the separate juridical personalities of the
corporation and its shareholders.

WHEREFORE, in view of the foregoing, the petitioner's Motion for

Reconsideration is DENIED WITH FINALITY and the decision appealed from
is AFFIRMED. The Motion to Elevate This Case to the Court En Banc is
likewise DENIED for lack of merit.

5. ROY III VS. HERBOSA
Control test|November 2016|Caguioa
DOCTRINE: As defined in the SRC-IRR, “[b]eneficial owner or beneficial
ownership means any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise, has or
shares voting power (which includes the power to vote or direct the voting
of such security) and/or investment returns or power (which includes the
power to dispose of, or direct the disposition of such security).”
The “beneficial owner or beneficial ownership” definition in the SRC-IRR is
understood only in determining the respective nationalities of the outstanding
capital stock of a public utility corporation in order to determine its
compliance with the percentage of Filipino ownership required by the
Constitution.
Emergency Recit: In 2011, The Court issued the Gamboa Decision clarifying
the defines “capital” in Sec 11, Art 12 of the 1987 Constitution, which refers
only to shares of stock entitled to vote in the election of directors (in that case,
only to common shares, and not the total outstanding capital stock). In 2013,
the SEC, through Respondent Herbosa, issued SEC-MC No. 8. Petitioner Roy
filed a petition assailing the validity of SEC-MC No. 8 for not conforming to
the letter and spirit of Gamboa Decision and Resolution for having been issued
by the SEC with grave abuse of discretion. The Court ruled that SEC-MC No.
8 have been issued in accordance to the Gamboa Decision and Resolution. Sec
2 of SEC-MC No. 8 clearly incorporates the Voting Control Test or the
controlling interest requirement. In fact, it goes beyond requiring a 60-40 ratio
in favor of Filipino nationals in the voting stock. As to the Beneficial
Ownership Test, even though it was not expressly mentioned in the
memorandum, it does not follow that the SEC will not apply this test in
determining the shares claimed to be owned by Philippine nationals are
Filipino. To be sure, the SEC takes its guiding lights also from the FIA, and its
IRRs, and the SRC.
FACTS:
● Gamboa vs. Teves case:
o Court issued a decision on the matter of "whether the term
'capital' in Section 11, Article XII of the Constitution refers to
the total common shares only or to the total outstanding
capital stock (combined total of voting and non-voting shares)
of PLDT, a public utility."
o Resolving the issue, the majority of the Court held that: "The
term 'capital' in Section 11, Article XII of the Constitution
refers only to shares of stock entitled to vote in the election of
directors, and thus in the present case only to common shares,
and not to the total outstanding capital stock comprising both
common and non-voting preferred shares."
o The Court then directed the SEC to apply this definition of the
term "capital" in determining the extent of allowable foreign
ownership in PLDT.
● When the Gamboa decision attained finality, SEC posted a Notice in
its website inviting the public to dialogue and comment on the draft
memo circular providing for the guidelines in determining
compliance with the Filipino ownership requirement pursuant to the
Gamboa decision.
● Several months after, after the Gamboa decision became final and
executory and the SEC posted notice soliciting public comments and
suggestion on the draft guidelines, SEC, through Chairperson
Herbosa, issues SEC-MC No. 08, "Guidelines on Compliance with the
Filipino-Foreign Ownership Requirements Prescribed in the
Constitution and/or Existing Laws by Corporations Engaged in
Nationalized and Partly Nationalized Activities."


o Sec. 2 of SEC-MC No. 8 provides: All covered corporations
shall, at all times, observe the constitutional or statutory
ownership requirement. For purposes of determining
compliance therewith, the required percentage of Filipino
ownership shall be applied to BOTH (a) the total number of
outstanding shares of stock entitled to vote in the election
of directors; AND (b) the total number of outstanding
shares of stock, whether or not entitled to vote in the
election of directors.
● Corporations covered by special laws which provide specific
citizenship requirements shall comply with the provisions of said
law.

Petitioner Roy assailed the validity of SEC-MC No. 8
o That it did not conform to the letter and spirit of the Gamboa
decision and Resolution
o SEC issued the same with grave abuse of discretion
o Questions the SEX ruling that PLDT is compliant with the
constitutional rule on foreign ownership

● Pet. Roy wants:
o To apply the 60-40 Filipino ownership requirement separately
to each class of shares of a public utility corporation, whether
common, preferred nonvoting, preferred voting or any other
class of shares.
o SC to declare SEC-MC No. 8 unconstitutional and direct the
SEC to issue new guidelines regarding the determination of
compliance with the Constitution n accordance with Gamboa.
● Several people, collectively called intervenors Gamboa, filed a
Petition-in-Intervention which mirrored the issues, arguments and
prayer of Roy.
● PLDT filed a comment:
o Petition should be dismissed because it violated the doctrine
of hierarchy of courts
o Prematurely filed because of failure to exhaust all
administrative remedies before the SEC
o Principle actions requested for (mandamus and petition for
certiorari) are not within the exclusive or original jurisdiction
of the Court
o Petition for certiorari is an appropriate remedy since the SEC-
MC 8 was issued in the exercise of SEC’s quasi-legislative
power
o It deprives the necessary and indispensable parties of their
constitutional right to due process.
o SEC merely implemented the dispositive portion of the
Gamboa decision.
● Chairman Herbosa and the SEC, in their consolidated comment,
sought the dismissal on the following grounds:
o Petitioners do not possess locus stand to assail the
constitutionality of SEC-MC No. 8
o A Petition for Certiorari under R65 is not the appropriate and
proper remedy to assail the validity and constitutionality of
the SEC-MC No. 9
o Direct resort to SC = violative of the hierarchy of courts
o SEC did not abuse its discretion
o Re: PLDT’s compliance with the capital requirement as stated
in the Gamboa ruling, Roy’s challenge is premature
considering that the SEC has not yet issues a definitive ruling
thereon.
● PSE intervened:
o Gamboa ruling: capital = shares entitled to vote in the election
of directors and excludes those not so entitled.
o Any other interpretation violates conclusiveness of judgment

BUT before the court tackled the substantive issues, SC evaluated first the
procedural challenges that have been raised and ruled that the first 2 requisites
of judicial review has not been met:
● There is no actual controversy
● There is no locus standing
○ Petitioner provided for a scenario that is speculative and
peppered with conjectures and assumptions. Further, they
fail to provide and are conspicuously silent on the direct
adverse impact to them of the implementation of the SEC-
MC. With this alone, the petition must fail because the
Supreme Court is barred from rendering a decision based on
assumptions, speculations and hypothetical situations,
moreso in a case that was not ripe for a decision.
● The rule on hierarchy of courts has been violated
○ The petitioners failed to provide a reason so special,
important and compelling that justified the filing of their
petitions in the SC.
ISSUE/S & RATIO:
1. WON the SEC’s issuance of SEC-MC No. 8 is tainted with grave abuse
of discretion – NO
● To determine whether the SEC acted with grave abuse of discretion,
the Court resorted to the issue and to decretal portion of the Gamboa
Decision and Resolution.
● Issue in Gamboa Case: “Whether the term ‘capital’ in Sec. 11, Art XII
of the Constitution refers to the total common shares only or to the
total outstanding capital stock (combined total of common and non-
voting preferred shares) of PLDT, a public utility”
● The Court directly answered the issue and consistently defined the
term "capital" in Section 11, Article XII of the Constitution refers only
to shares of stock entitled to vote in the election of directors, and thus
in the present case only to common shares, and not to the total
outstanding capital stock comprising both common and non-voting
preferred shares.
● The term “full beneficial ownership” found in the FIA-IRR is to be
understood in the context of the entire paragraph defining the term
“Philippine national.” Mere legal title is not enough to meet the
required Filipino equity, which means that it is not sufficient that a
share is registered in the name of a Filipino citizen or national, i.e., he
should also have full beneficial ownership of the share.
● Both the Voting Control Test and the Beneficial Ownership Test must
be applied to determine whether a corporation is a "Philippine
national". A "Philippine national," as defined in the Foreign
Investments Act of 1991 (FIA) and all its predecessor statutes, is "a
Filipino citizen, or a domestic corporation "at least sixty percent (60%)
of the capital stock outstanding and entitled to vote," is owned by
Filipino citizens. A domestic corporation is a "Philippine national"
only if at least 60% of its voting stock is owned by Filipino citizens."
● Section 2 of SEC-MC No. 8 clearly incorporates the Voting Control
Test or the controlling interest requirement. In fact, Section 2 goes
beyond requiring a 60-40 ratio in favor of Filipino nationals in the
voting stocks; it moreover requires the 60-40 percentage ownership in
the total number of outstanding shares of stock, whether voting or not.
The SEC formulated SEC-MC No. 8 to adhere to the Court's
unambiguous pronouncement that "[f]ull beneficial ownership of 60
percent of the outstanding capital stock, coupled with 60 percent of
the voting rights is required." Clearly, SEC-MC No. 8 cannot be said
to have been issued with grave abuse of discretion.
class of shares. The Gamboa Decision and Resolution Doctrine did
NOT make any definitive ruling that the 60% Filipino ownership
requirement was intended to apply to each class of share. With the
foregoing disquisition, the Court rules that SEC-MC No. 8 is not
contrary to the Court's definition and interpretation of the term
"capital." Accordingly, the petitions must be denied for failing to show
grave abuse of discretion in the issuance of SEC-MC No. 8.
2. WON the SEC gravely abused its discretion in ruling that PLDT is
compliant with the constitutional limitation on foreign ownership –
NO
● The Court disposes of the second issue for being without merit. The
SEC already clarified that it has not yet issued a definitive ruling anent
PLDT’s compliance with the foreign ownership imposed under the
Constitution. Thus, in the absence of a definitive ruling by the SEC on
the PLDT’s compliance with the capital requirement pursuant to the
Gamboa Decision and Resolution, any question relative to the
inexistent ruling is premature.
RULING: The court denies the petition and petition-in-intervention

● While SEC-MC No. 8 does not expressly mention the Beneficial

Ownership Test or full beneficial ownership of stocks requirement in
the FIA, this will not, as it does not, render it invalid — meaning, it
does not follow that the SEC will not apply this test in determining
whether the shares claimed to be owned by Philippine nationals are
Filipino.

● The pronouncement of the Court in the Gamboa Resolution — the

constitutional requirement to "apply uniformly and across the board
to all classes of shares, regardless of nomenclature and category,
comprising the capital of a corporation — is clearly an obiter dictum
that cannot override the Court's unequivocal definition of the term
"capital" in both the Gamboa Decision and Resolution. Nowhere in the
discussion of the definition of the term "capital" in Section 11, Article
XII of the 1987 Constitution in the Gamboa Decision did the Court
mention the 60% Filipino equity requirement to be applied to each
 6. NARRA NICKEL MINING VS. REDMONT 4. Pertinent holdings to the issue should be in bold
Grandfather rule | January 28, 2015 | Velasco Jr.
5. Make sure to ratio per issue

DOCTRINE: 6. Other issues

RULING: As the marriage license, a formal requisite, is clearly absent, the marriage
FACTS: of Gloria and Syed is void ab initio.
● Narra Nickel Mining Development Corp. and its co-petitioner
SEPARATE OPINIONS:
corporations, Tesoro Mining and Development, Inc., and McArthur
Name of Justice
Mining, Inc. filed a motion before the SC to reconsider its April 21,
Points raised
2014 Decision which upheld the denial of their Mineral Production
Points raised relevant to the issue as per the syllabus should be in bold
Sharing Applications (MPSA).
● The SC affirmed the CA ruling that there is a doubt to their nationality,
and that in applying the Grandfather Rule, the finding is that MBMI
Resources, Inc., a 100% Canadian-owned corporation, effectively
owns 60% of the common stocks of petitioners by owning equity
interests of the petitioners’ other majority corporate shareholders.
● Narra, Tesoro and MacArthur argued that the application of the
Grandfather Rule to determine their nationality is erroneous and
allegedly without basis in the 1987 Constitution, the Foreign
Investments Act (FIA), the Philippine Mining Act, and the Rules
issued by the SEC. These laws and rules supposedly apply the
Control Test in verifying the Philippine nationality of corporate
entities for the purpose of determining compliance with Section 2, Art.
XII of the Constitution which contemplates that only corporations or
associations at least 60% of whose capital is owned by Filipino citizens
may enjoy certain rights and privileges, like the exploration and
development of natural resources.
●
●

ISSUE/S & RATIO:

1. WON blabla – YES/NO
● Ratio for Issue #1 here.
● Judicial decisions and/or findings.
2. WON blabla – YES/NO
● Ratio for Issue #2 here
3. Important issues in bold
 7. MAYOR VS. TIU
Heading/Topic in Syllabus | Date | Ponente

DOCTRINE:

FACTS:
● Important facts in bold
● Other facts
● Blabla
● Put everything we need to know here
● yadiyadiyaaa

ISSUE/S & RATIO:

1. WON blabla – YES/NO
● Ratio for Issue #1 here.
● Judicial decisions and/or findings.
2. WON blabla – YES/NO
● Ratio for Issue #2 here
3. Important issues in bold
4. Pertinent holdings to the issue should be in bold
5. Make sure to ratio per issue
6. Other issues

RULING: As the marriage license, a formal requisite, is clearly absent, the marriage
of Gloria and Syed is void ab initio.

SEPARATE OPINIONS:
Name of Justice
Points raised
Points raised relevant to the issue as per the syllabus should be in bold
 8. VDA DE ROXAS VS. OUR LADY’S FOUNDATION
Heading/Topic in Syllabus | Date | Ponente

DOCTRINE:

FACTS:
● Important facts in bold
● Other facts
● Blabla
● Put everything we need to know here
● yadiyadiyaaa

ISSUE/S & RATIO:

1. WON blabla – YES/NO
● Ratio for Issue #1 here.
● Judicial decisions and/or findings.
2. WON blabla – YES/NO
● Ratio for Issue #2 here
3. Important issues in bold
4. Pertinent holdings to the issue should be in bold
5. Make sure to ratio per issue
6. Other issues

RULING: As the marriage license, a formal requisite, is clearly absent, the marriage
of Gloria and Syed is void ab initio.

SEPARATE OPINIONS:
Name of Justice
Points raised
Points raised relevant to the issue as per the syllabus should be in bold
 9. TEE LING KIAT VS. AYALA CORP.
Doctrine of Separate Juridical Personality | March 7, 2018 | Caguioa, J.
DOCTRINE: It is a basic principle of law that money judgments are
enforceable only against property incontrovertibly belonging to the
judgment debtor. The properties belonging to a corporate entity, with
personality separate and distinct from its shareholders, cannot be made to
answer upon the stockholder’s personal liability in a money judgment.
were registered in the name of VIP, a juridical entity with
personality separate and distinct from Mr. Dee.
● Being a corporation, VIP is a juridical entity with
personality separate and distinct from Dewey, its
incorporator.
WHEREFORE, premises considered, the instant petition for review is
DENIED.

FACTS:
● Ayala Corporation obtained a favorable judgment from the RTC in a
claim for sum of money against Continental Manufacturing
Corporation (CMC) and Spouses Dewey and Lily Dee.
● In executing the judgment, the sheriff was ordered to levy upon
certain parcels of land registered in the name of Vonnel Industrial
Park, Inc (VIP), in which Dewey Dee (Mr. Dee) was an incorporator.
● However, before the scheduled sale on execution, Petitioner Tee Ling
Kiat filed a third-party claim.
● Tee Ling Kiat alleged that:
o The Sheriff assumed that since Mr. Dee is one of the
incorporators of VIP, it follows that he is a stockholder
thereof with rights, claims, shares, interest, title and
participation in the real properties belonging to VIP.
However, Mr. Dee already sold to him all his stocks in VIP.
Thus, Mr. Dee may indeed be one of the incorporators but he
is no longer a shareholder.
o And even if Mr. Dee is still a stockholder, he merely has
rights to VIP’s shares of stocks but not as to the real
properties registered under its name. VIP is a corporate
entity which has a legal personality separate and distinct
from the Spouses Dee.

ISSUE/S & RATIO:

1. WON the sheriff may levy upon VIP’s real properties
● NO.
● Money judgments are enforceable only against property
incontrovertibly belonging to the judgment debtor.
● In this case, the judgment obtained by Ayala Corp was against
the Spouses Dee in their personal capacities as sureties. Yet,
in the execution of said judgment, the properties levied upon
 10. WPM INTL TRADING VS. LABAYEN
Heading/Topic in Syllabus | Date | Ponente

DOCTRINE:

FACTS:
● Important facts in bold
● Other facts
● Blabla
● Put everything we need to know here
● yadiyadiyaaa

ISSUE/S & RATIO:

1. WON blabla – YES/NO
● Ratio for Issue #1 here.
● Judicial decisions and/or findings.
2. WON blabla – YES/NO
● Ratio for Issue #2 here
3. Important issues in bold
4. Pertinent holdings to the issue should be in bold
5. Make sure to ratio per issue
6. Other issues

RULING: As the marriage license, a formal requisite, is clearly absent, the marriage
of Gloria and Syed is void ab initio.

SEPARATE OPINIONS:
Name of Justice
Points raised
Points raised relevant to the issue as per the syllabus should be in bold
 11. MARICALUM MINING CORP VS. FLORENTINO
Heading/Topic in Syllabus | Date | Ponente

DOCTRINE:

FACTS:
● Important facts in bold
● Other facts
● Blabla
● Put everything we need to know here
● yadiyadiyaaa

ISSUE/S & RATIO:

1. WON blabla – YES/NO
● Ratio for Issue #1 here.
● Judicial decisions and/or findings.
2. WON blabla – YES/NO
● Ratio for Issue #2 here
3. Important issues in bold
4. Pertinent holdings to the issue should be in bold
5. Make sure to ratio per issue
6. Other issues

RULING: As the marriage license, a formal requisite, is clearly absent, the marriage
of Gloria and Syed is void ab initio.

SEPARATE OPINIONS:
Name of Justice
Points raised
Points raised relevant to the issue as per the syllabus should be in bold
 12. SPS FERNANDEZ VS. SMART COMM
Heading/Topic in Syllabus | Date | Ponente

DOCTRINE:

FACTS:
● Important facts in bold
● Other facts
● Blabla
● Put everything we need to know here
● yadiyadiyaaa

ISSUE/S & RATIO:

1. WON blabla – YES/NO
● Ratio for Issue #1 here.
● Judicial decisions and/or findings.
2. WON blabla – YES/NO
● Ratio for Issue #2 here
3. Important issues in bold
4. Pertinent holdings to the issue should be in bold
5. Make sure to ratio per issue
6. Other issues

RULING: As the marriage license, a formal requisite, is clearly absent, the marriage
of Gloria and Syed is void ab initio.

SEPARATE OPINIONS:
Name of Justice
Points raised
Points raised relevant to the issue as per the syllabus should be in bold
 13. ABS CBN VS. HILARIO
Heading/Topic in Syllabus | Date | Ponente
DOCTRINE:
A water district is a government-owned and controlled corporation with a special
charter since it is created pursuant to a special law, Presidential Decree (P.D.) No.
198.
FACTS:
● The present petition arose from the tax case initiated by LMWD after
it filed with the DOF, a petition requesting that certain water supply
equipment and a motor vehicle, particularly a Toyota Hi-Lux pick-up
truck, be exempted from tax. These properties were given to LMWD
through a grant by the Japanese Government for the rehabilitation of
its typhoon-damaged water supply system.
● In an indorsement dated July 5, 1995, the DOF granted the tax
exemption on the water supply equipment but assessed the
corresponding tax and duty on the Toyota Hi-Lux pick-up truck.
LMWD moved to reconsider the disallowance of the tax exemption on
the subject vehicle.
● The DOF, through, then Undersecretary Cornelio C. Gison, denied
LMWD’s request for reconsideration because the tax exemption
privileges of government agencies and GOCCs had already been
withdrawn by EO 93. This prompted LMWD, through its General
Manager Engr. Ranulfo C. Feliciano, to appeal to the CTA.
● CTA dismissed the appeal, without prejudice, for lack of jurisdiction
to take cognizance of the case and found that LMWD to be a GOCC
with an original charter. CTA denied MR.
● LMWD filed a petition of review with CA. CA denied and affirmed
CTA decision that the LMWD is a GOCC with original charter, and
not a private corporation or entity as LMWD argued.
● LMWD claims that water districts are private corporations and as
such are entitled to certain tax exemptions under the law. LMWD
argues that P.D. No. 198 is a general law, similar to the Corporation
Code and other general laws, and is not a special law. Because it is a
general law, water districts constituted under its terms are private
corporations, not a government-owned or controlled corporation
(GOCC) with original charter.
● In support of its position, LMWD points out provisions in P.D. No.
198 that it claims implements the general policy of the decree as
enunciated in its Sec. 2, specifically, Sec. 5 (pertaining to the purpose
of water districts), Sec. 6 (formation of a water district), as amended
by P.D. No. 1479, and Sec. 7 (filing of resolution forming a water
district), as amended by P.D. No. 768, of Chapter II. LMWD concludes
from this examination that P.D. No. 198 is not an original charter but
a general act authorizing the formation of water districts on a local
option basis, similar to the Corporation Code (BP. 68).
● In drawing parallelism with the Corporation Code, LMWD cites (1)
the Resolution of Formation passed by the sanggunian under PD 198
for the creation of a water district as an equivalent to the Articles of
Incorporation and By-laws under the Corp. Code, and (2) the filing of
the Resolution of Formation of the water district with the LWUA as
the counterpart of the issuance of the Certificate of Filing of the
Articles of Incorporation and By-laws to the private corporation by
the SEC. The juridical personality of a water district is acquired on the
date of filing of the resolution in the same way that the juridical
personality of a private corporation is acquired on the date of issuance
of the certificate of filing with the SEC.
● Furthermore, LMWD claims that the Constitution does not limit the
meaning of the term "general law" to the Corporation Code, as there
are other general laws such as RA 6938(Cooperative Code of the
Philippines) and RA 6810(Kalakalan 20 Law).
● Under R.A. No. 6938 and R.A. No. 6810, any group of individuals can
form a cooperative and a Countryside and Barangay Business
Enterprise (CBBE), respectively, and acquire a juridical personality
separate and distinct from their creators, members or officers
provided that they comply with all the requirements under said laws.
In the same manner, any group of individuals in a given local
government unit can form and organize themselves into a water
district provided that they comply with the requirements under P.D.
No. 198.
● Part of LMWD’s theory is that P.D. No. 198 is not the operative act
that created the local water districts; they are created through
compliance with the nine separate and distinct operative acts found
in the Procedural Formation of a Water District prescribed under
Section 6 of P.D. No. 198 and its Implementing Rules and Regulations.
The last step of these operative acts is the filing of the Resolution of
Formation of the sanggunian concerned with the LWUA after the
latter has determined that such resolution has conformed to the
requirements of Section 6 and the policy objectives in Section 2 of P.D.
No. 198, as amended.
● According to LMWD, no water district is formed by the enactment of
P.D. No. 198. The decree merely authorized the formation of water
districts by the sanggunian, in the same manner that the Corporation
Code authorizes the formation of private corporations.
 ● LMWD theorizes that what is actually chartered, formed and created ○ Feliciano further categorically held that P.D. No. 198
under P.D. No. 198 is the Local Water Utilities Administration constitutes the special charter by virtue of which local water
(LWUA), as provided in Section 49 of the decree. This provision districts exist. Unlike private corporations that derive their
establishing LWUA’s charter and the policy statement in Section 2 of legal existence and power from the Corporation Code, water
P.D. No. 198, are in stark contrast to the decree’s failure to provide an districts derive their legal existence and power from P.D. No.
express provision on what constitutes the water districts’ charter, 198. Section 6 of the decree in fact provides that water districts
leading to the inference that the decree is not the charter of the water "shall exercise the powers, rights and privileges given to
districts but merely authorizes their formation, on a local option basis. private corporations under existing laws, in addition to the
powers granted in, and subject to such restrictions imposed
ISSUE/S & RATIO: under this Act." Therefore, water districts would not have
corporate powers without P.D. No. 198. As already
1. WON the water districts are not GOCCs as they are quasi-public
mentioned above, the Court reiterated this ruling – i.e. that a
corporations or private corporations exercising public functions–
No, they are GOCCs made by special charter by Congress. water district is a government-owned and controlled
corporation with a special charter since it is created pursuant
○ ·The Constitution recognizes two classes of corporations. The to a special law, PD 198 – albeit with respect to the authority
first refers to private corporations created under a general of the COA to audit water districts, in De Jesus v. COA.
law. The second refers to government-owned or controlled
corporations created by special charters.
RULING: As the LWDs are not created under the Corp Code and are not registered
○ The Constitution emphatically prohibits the creation of with the SEC, they are not private corporations. Furthermore, since they are made by
private corporations except by a general law applicable to all a special charter by Congress, then they are GOCCs.
citizens. The purpose of this constitutional provision is to ban
private corporations created by special charters, which
historically gave certain individuals, families or groups
special privileges denied to other citizens.
○ The Constitution authorizes Congress to create government-
owned or controlled corporations through special charters.
Since private corporations cannot have special charters, it
follows that Congress can create corporations with special
charters only if such corporations are government-owned or
controlled.
○ Obviously, LWDs are not private corporations because they
are not created under the Corporation Code. LWDs are not
registered with the SEC.. Sec. 14 of the Corp. Code states that
"All corporations organized under this code shall file with the
Securities and Exchange Commission articles of incorporation
x x x." LWDs have no articles of incorporation, no
incorporators and no stockholders or members. There are no
stockholders or members to elect the board directors of LWDs
as in the case of all corporations registered with the Securities
and Exchange Commission. The local mayor or the provincial
governor appoints the directors of LWDs for a fixed term of
office.
 14. PACIFIC REHOUSE CORP VS. CA
Heading/Topic in Syllabus | Date | Ponente

DOCTRINE:

FACTS:
● Important facts in bold
● Other facts
● Blabla
● Put everything we need to know here
● yadiyadiyaaa

ISSUE/S & RATIO:

1. WON blabla – YES/NO
● Ratio for Issue #1 here.
● Judicial decisions and/or findings.
2. WON blabla – YES/NO
● Ratio for Issue #2 here
3. Important issues in bold
4. Pertinent holdings to the issue should be in bold
5. Make sure to ratio per issue
6. Other issues

RULING: As the marriage license, a formal requisite, is clearly absent, the marriage
of Gloria and Syed is void ab initio.

SEPARATE OPINIONS:
Name of Justice
Points raised
Points raised relevant to the issue as per the syllabus should be in bold
 15. FELICIANO ET AL VS. ARANEZ
Stock v non-stock corporation | Aug. 25, 2010 | Brion, J.

DOCTRINE:

FACTS:
● Important facts in bold
● Other facts
● Blabla
● Put everything we need to know here
● yadiyadiyaaa

ISSUE/S & RATIO:

1. WON blabla – YES/NO
● Ratio for Issue #1 here.
● Judicial decisions and/or findings.
2. WON blabla – YES/NO
● Ratio for Issue #2 here
3. Important issues in bold
4. Pertinent holdings to the issue should be in bold
5. Make sure to ratio per issue
6. Other issues

RULING: As the marriage license, a formal requisite, is clearly absent, the marriage
of Gloria and Syed is void ab initio.

SEPARATE OPINIONS:
Name of Justice
Points raised
Points raised relevant to the issue as per the syllabus should be in bold
 16. BENJIE B. GEORG VS. HOLY TRINITY COLLEGE
Corporation Law | July 20, 2016 | Perez, J.
DOCTRINE: The doctrine of apparent authority provides that a
corporation will be estopped from denying the agent’s authority if it
knowingly permits one of its officers or any other agent to act within the
scope of an apparent authority, and it holds him out to the public as
possessing the power to do those acts.
FACTS:
● The Holy Trinity College Grand Chorale and Dance Company (the
Group) was organized by Sister Teresita Medalle (Sr. Medalle), the
President of respondent Holy Trinity College in Puerto Princesa City.
The Group was slated to perform in Greece, Italy, Spain and Germany.
● Petitioner who owns a German Travel Agency entered into a MOA
with the Group. Under the said agreement, petitioner, through her
travel agency will advance the payment of international airplane
tickets amounting to P4.6M in favor of the Group on the assurance of
the Group represented by Sr. Medalle through Edward Enriquez
(Enriquez) as her attorney-in-fact that there is a confirmed financial
allocation of P4.6M from the foundation-grantor, Roque Foundation
(the Foundation). Petitioner thus paid for the Group’s domestic and
international airplane tickets.
● In an Amended Complaint for a Sum of Money with Damages filed
before the RTC, petitioner claimed that the respondent and the
foundation-grantor have not paid and refused to pay their obligation
under the MOA.
● In their Answer, respondent argued that the MOA on which the
petitioner based its cause of action does not state that respondent is
party. Neither was respondent obligated to pay the amount of P4.6M
for the European Tour of the Group nor did it consent to complying
with the terms of the MOA. Respondent asserted that the thumbmark
of Sr. Medalle was secured without her consent. Respondent
maintained that since it was not a party to the MOA, it is not bound
by the provisions stated therein
● The RTC ruled in favor of petitioner. Among the findings of the trial
court was that the doctrine of Corporation by Estoppel against
operates respondent. The school administration had itself allowed the
existence of the Group and much more allowed its President, Sr.
Medalle to operate the same under that calling before the general
public and petitioner had truly acted in good faith in dealing with it.
● On appeal, the CA reversed the trial court’s decision and held that the
record is bereft of any showing that Sr. Medalle participated in the
negotiation, perfection and partial consummation of the contract
whereby petitioner advanced the payment of international and
domestic tickets required for the Group’s European tour. Hence, the
present petition.
● One of the arguments raised by respondent was that Sr. Medalle was
not authorized by the corporation to enter into any loan agreement
thus the MOA executed was null and void for being ultra vires.
Petitioner invokes, as refutation, the doctrine of apparent authority.
ISSUE/S & RATIO:
1. WON respondent is liable under the MOA – YES
● Sr. Medalle, as President of Holy Trinity, clothed with sufficient
authority to enter into a loan agreement.
⎼ As held by the trial court, the Holy Trinity College’s Board
of Trustees never contested the standing of the Dance and
Chorale Group and had in fact lent its support in the form of
sponsoring uniforms or freely allowed the school premises
to be used by the group for their practice session
● Assuming arguendo that Sr. Medalle was not authorized by the
Holy Trinity College Board, the doctrine of apparent authority
applies in this case.
⎼ The doctrine of apparent authority provides that a
corporation will be estopped from denying the agent’s
authority if it knowingly permits one of its officers or any
other agent to act within the scope of an apparent
authority, and it holds him out to the public as possessing
the power to do those acts.
⎼ The existence of apparent authority may be ascertained
through (1) the general manner in which the corporation
holds out an officer or agent as having the power to act or, in
other words, the apparent authority to act in general, with
which it clothes him; or (2) the acquiescence in his acts of a
particular nature, with actual or constructive knowledge
thereof, whether within or beyond the scope of his ordinary
powers.
⎼ In this case, Sr. Medalle formed and organized the Group.
She had been giving financial support to the Group, in her
capacity as President of Holy Trinity College. Sr. Navarro
admitted that the Board of Trustees never questioned the
existence and activities of the Group. Thus, any agreement
 or contract entered into by Sr. Medalle as President of Holy
Trinity College relating to the Group bears the consent and
approval of respondent. It is through these dynamics that we
cannot fault petitioner for relying on Sr. Medalle’s authority
to transact with petitioner.

RULING: Finding that Sr. Medalle possessed full mental faculty in affixing her
thumbmark in the MOA and that respondent is hereby bound by her action, the
Court thus reversed the ruling of the Court of Appeals. Petition is therefore
GRANTED.
 17. ADVANCE PAPER CORP VS. ARMA TRADERS CORP
Heading/Topic in Syllabus | Date | Ponente

DOCTRINE:

FACTS:
● Important facts in bold
● Other facts
● Blabla
● Put everything we need to know here
● yadiyadiyaaa

ISSUE/S & RATIO:

1. WON blabla – YES/NO
● Ratio for Issue #1 here.
● Judicial decisions and/or findings.
2. WON blabla – YES/NO
● Ratio for Issue #2 here
3. Important issues in bold
4. Pertinent holdings to the issue should be in bold
5. Make sure to ratio per issue
6. Other issues

RULING: As the marriage license, a formal requisite, is clearly absent, the marriage
of Gloria and Syed is void ab initio.

SEPARATE OPINIONS:
Name of Justice
Points raised
Points raised relevant to the issue as per the syllabus should be in bold
18. THE MISSIONARY SISTERS OF OUR LADY FATIMA VS. AIZONA
Corporation by Estoppel | August 6, 2018| Reyes, Jr.,
DOCTRINE: It is the act of registration with the SEC through the
issuance of a certificate of incorporation that marks the beginning
of an entity’s corporate existence.
FACTS:
● The Missionary Sisters of Our Lady of Fatima, also known as the
Peach Sisters of Laguna, is a religious and charitable group
established under the patronage of the Roman Catholic Bishop of
San Pablo on May 30, 1989.
● In October 1999, Purificacion handed a handwritten letter stating
that she is donating her house and riceland, both located at Calamba,
Laguna, to the Missionary Sisters of Our Lady of Fatima through
Mother Concepcion, the Superior General.
o When Purificacion was diagnosed with lung cancer, it was
Mother Concepcion who took care of her.
● On August 28, 2001, Mother Concepcion went to SEC to file the
corresponding registration application to incorporate petitioner
congregation.
● On August 28, 2001, Purificacion executed a Deed of Donation Inter
Vivos reiterating the conveyance earlier made.
● The SEC issued the corresponding Certificate of Incorporation on
August 31, 2001.
● On April 9, 2002, Amando, the brother of Purificacion, filed a
complaint before the RTC seeking to annul the Deed executed, on
the ground that at the time the donation was made, petitioner was
not registered with the SEC and therefore has no juridical
personality and cannot legally accept the donation.
● The RTC dismissed the case. The RTC held that at the time of the
execution of the Deed, petitioner was a de facto corporation and as
such has the personality to be a beneficiary and has the power to
acquire and possess property. Further, petitioner’s incapacity cannot
be questioned or assailed as it constitutes a collateral attack which is
prohibited by the corporation code.
● CA, however, ruled that petitioner cannot be considered a de facto
corporation given that at the time of donation, there was no bona
fide attempt on its part to incorporate.
ISSUE/S & RATIO:
1. WON petitioner is a de facto corporation - No (This
notwithstanding, the Court held that petitioner is vested with
personality to accept the donation as corporation by estoppel)
● Jurisprudence settled that the filing of the articles of
incorporation and the issuance of certificate of incorporation are
essential for the existence of a de facto corporation. In fine, it is
the act of registration with the SEC through the issuance of a
certificate of incorporation that marks the beginning of an
entity’s corporate existence.
● Here, the Certificate of Incorporation was issued two days after
the donation was made.
2. WON petitioner is a corporation by estoppel - Yes
● Paragraph 2 of Sec. 21 provides: “One who assumes an
obligation to an ostensible corporation as such, cannot resist
performance thereof on the ground that there was in fact no
corporation.”
● The doctrine of corporation by estoppel is founded on principles
of equity and is designed to prevent injustice and unfairness. It
applies when a non-existent corporation enters into contracts or
dealings with third persons. While the doctrine is generally
applied to protect the sanctity of dealings with the public,
nothing prevents its application in the reverse, in fact the very
wording of the law which sets forth the doctrine of corporation
by estoppel permits such interpretation.
● Jurisprudence dictates that the doctrine of corporation by
estoppel applies for as long as there is no fraud and when the
existence of the association is attacked for causes attendant at the
time the contract or dealing sought to be enforced was entered
into, and not thereafter.
● Here, Purificacion dealt with petitioner as if it were a
corporation as evidenced by the letter and the deed of donation.
● The doctrine of corporation by estoppel rests on the idea that
there would be unjust enrichment if the Court were to disregard
 the existence of an entity as some form of benefit have already
occured in favor of one of the parties.
While in a donation, the consideration is the liberality of the
donor, it cannot be said that no benefit accrued to Purificacion in
this case. The subject deed here is a remuneratory donation.
Worthy of noting is that it was given as token of appreciation for
the past services of the congregation in taking care of her.

RULING: The validity of the donation to the congregation was upheld. While the
congregation is not considered a de facto corporation when the donation was made, it
was considered a corporation by estoppel.
 19. PRISCILO PAZ VS. NEW INTERNATIONAL ENVIRONMENTAL
Heading/Topic in Syllabus | Date | Ponente

DOCTRINE:

FACTS:
● Important facts in bold
● Other facts
● Blabla
● Put everything we need to know here
● yadiyadiyaaa

ISSUE/S & RATIO:

1. WON blabla – YES/NO
● Ratio for Issue #1 here.
● Judicial decisions and/or findings.
2. WON blabla – YES/NO
● Ratio for Issue #2 here
3. Important issues in bold
4. Pertinent holdings to the issue should be in bold
5. Make sure to ratio per issue
6. Other issues

RULING: As the marriage license, a formal requisite, is clearly absent, the marriage
of Gloria and Syed is void ab initio.

SEPARATE OPINIONS:
Name of Justice
Points raised
Points raised relevant to the issue as per the syllabus should be in bold
 20. DEE HWA LIONG FOUNDATION MEDICAL CENTER VS.
ASIAMED SUPPLIES AND EQUIPMENT
Corporation by estoppel | August 23, 2017 | J. Leonen
DOCTRINE: Petitioners were estopped from raising the separate juridical
personality of DHLFMC as a defense for solidary liability. Petitioners’
denial of the allegation that DHLFMC “[was] an entity representing itself
to be a corporation duly organized and existing,” stating that they “never
represented that [petitioner] DHLFMC [was] a corporate entity duly
organized and existing
FACTS:
● Petitioner Dee Hwa Liong Foundation Medical Center (DHLFMC)
and respondent Asiamed Supplies and Equipment Corporation
(Asiamed) entered into a Contract of Sale.
o The Contract stated that DHLFMC agreed to purchase from
Asiamed a GammaMed Plus Brachytherapy machine and a
Gammacell Elan 3000 blood irradiator for P31M which must
be paid no later than 2 working days upon delivery..
● These machines were delivered on May 20, 2003 and July 17, 2003. A
sales invoice and 2 delivery invoices were signed by petitioner
Anthony and DHLFMC VP which provides that:
o Interest of 12% per annum is to be charged on all overdue
accounts and a sum equal to 25% of the amount due is further
charged but in no case shall be less than P50 for attorney’s fees
and cost of collection.
● Asiamed filed a Complaint against DHLFMC and Anthony for sum
of money, with prayer for issuance of a writ of preliminary attachment
before RTC.
● Asiamed’s allegations:
o DHLFMC agreed to pay the total purchase price of P31M no
later than 2 days from receiving the machines.
o Despite receiving the machines on May 20, 2003 and July 17,
2003, DHLFMC only paid the amounts of P3.5M on July 25,
2003, P1M on September 16, 2003 and P800K on October 30,
2003.
o Despite demand, DHLFMC refused to pay the balance.
● DHLFMC and Anthony’s allegations:
o The purchase of the equipment was conditioned on the
approval of a loan from Planters Bank. This loan was not
approved.
● RTC favored Asiamed. CA denied appeal.
ISSUE/S & RATIO:
1. WON petitioner Anthony Dee was properly held solidary liable
with petitioner DHLFMC -
● The Court of Appeals found that petitioners admitted that they never
represented that petitioner DHLFMC is a corporate entity with
separate personality from petitioner Anthony. Thus, they are
estopped from raising its separate personality as a defense for
petitioner Anthony:
○ It is important to remember, however, that [respondent]’s
complaint alleged, among other things, that “[petitioner] DEE
HWA LIONG FOUNDATION MEDICAL CENTER, is an
entity representing itself to be a corporation duly organized
and existing under and by virtue of the laws of the Republic
of the Philippines.”
○ In reply thereto, [petitioners] answered that “[petitioners]
deny the allegations relating to the corporate circumstances
of [petitioner] DHLFMC in paragraph no. 2 of the Complaint,
. . . the truth being that the [petitioners] never represented that
[petitioner] DHLFMC is a corporate entity duly organized
and existing under and by virtue of the laws of the Republic
of the Philippines[.]”
○ From the foregoing, it cannot be denied that the [petitioners]
are estopped from raising a corporation’s separate juridical
personality as a defense to shield [petitioner] Anthony Dee
from any liability.
● Petitioners do not dispute that they specifically denied the allegation
regarding petitioner DHLFMC’s corporate circumstances.
● Petitioners fail to show how the Court of Appeals’ appreciation of this
specific denial is an error of law.
● Petitioners merely insist that petitioner Anthony was not shown to
have acted in bad faith, and thus, cannot be held solidarily liable with
petitioner DHLFMC.
● However, petitioners do not point to anything on record to counter
their own specific denial that would establish DHLFMC’s existence as
a corporation with separate juridical personality. Thus, this argument
must fail.
RULING: Since petitioner specifically denied the allegations relating the corporate
circumstances of DHLFMC, they are estopped from raising a corporation's separate
juridical personality to shield Dee from liabity.