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Corporate Case Digest: PNB v. Ritratto Group, Inc. (2001)

G.R. No. 142616            July 31, 2001
Lessons Applicable: Dealings with Corp. and Stockholders (Corporate Law)

  • May 29, 1996: PNB International Finance Ltd. (PNB-IFL) a subsidiary company of PNB, organized and doing business in Hong Kong, extended a letter of credit in favor of the Ritratto Group, Inc. (Ritartto) in the amount of US$300K secured by real estate mortgages constituted over 4 parcels of land in Makati City

    • September 1996: increased successively to US$1,140,000.00 

    • November 1996: to US$1,290,000.00 

    • February 1997: US$1,425,000.00 

    • April 1998: decreased to US$1,421,316.18

  • Ritratto Group, Inc. made repayments of the loan incurred by remitting those amounts to their loan account with PNB-IFL in Hong Kong.

  • April 30, 1998: outstanding amounted to US$1,497,274.70

    • PNB-IFL, through its attorney-in-fact PNB, notified them of the foreclosure of all the real estate mortgages and that the properties subjected

  • May 25, 1999:  Ritratto Group, Inc filed a complaint for injunction with prayer for the issuance of a writ of preliminary injunction and/or temporary restraining order before the RTC. -granted 72-hour TRO

  • RTC and CA: dismissed motion to dismiss

    • PNB-IFL, is a wholly owned subsidiary of defendant Philippine National Bank, the suit against the defendant PNB is a suit against PNB-IFL

      • Rittratto: entire credit facility is void as it contains stipulations in violation of the principle of mutuality of contracts 

ISSUE: W/N PNB is an alter ego of PNB-IFL

HELD: NO. Petition is granted

  • PNB is an agent with limited authority and specific duties under a special power of attorney incorporated in the real estate mortgage. 

    • not privy to the loan contracts entered into by PNB-IFL.

  • mere fact that a corporation owns all of the stocks of another corporation, taken alone is not sufficient to justify their being treated as one entity. 

  • If used to perform legitimate functions, a subsidiary's separate existence may be respected, and the liability of the parent corporation as well as the subsidiary will be confined to those arising in their respective business. 

  • general rule the stock ownership alone by one corporation of the stock of another does not thereby render the dominant corporation liable for the torts of the subsidiary unless the separate corporate existence of the subsidiary is a mere sham, or unless the control of the subsidiary is such that it is but an instrumentality or adjunct of the dominant corporation. 

  • The Circumstance rendering the subsidiary an instrumentality (common circumstances)

(a) The parent corporation owns all or most of the capital stock of the subsidiary.
(b) The parent and subsidiary corporations have common directors or officers.
(c) The parent corporation finances the subsidiary.
(d) The parent corporation subscribes to all the capital stock of the subsidiary or otherwise causes its incorporation.
(e) The subsidiary has grossly inadequate capital.
(f) The parent corporation pays the salaries and other expenses or losses of the subsidiary.
(g) The subsidiary has substantially no business except with the parent corporation or no assets except those conveyed to or by the parent corporation.
(h) In the papers of the parent corporation or in the statements of its officers, the subsidiary is described as a department or division of the parent corporation, or its business or financial responsibility is referred to as the parent corporation's own.
(i) The parent corporation uses the property of the subsidiary as its own.
(j) The directors or executives of the subsidiary do not act independently in the interest of the subsidiary but take their orders from the parent corporation.
(k) The formal legal requirements of the subsidiary are not observed.

Corporate Law Case Digest: Remo Jr. v. IAC (1989)

G.R. No. L-67626 April 18, 1989
Lesson Applicable: Dealings Between Corporation and Stockholders (Corporate Law)

  • December, 1977: the BOD of Akron Customs Brokerage Corporation (Akron), composed of Jose Remo, Jr., Ernesto Bañares, Feliciano Coprada, Jemina Coprada, and Dario Punzalan with Lucia Lacaste as Secretary, adopted a resolution authorizing the purchase of 13 trucks for use in its business to be paid out of a loan the corporation may secure from any lending institution

  • January 25, 1978: Feliciano Coprada, as President and Chairman of Akron, purchased the trucks from E.B. Marcha Transport Company, Inc. (Marcha) for P 525K as evidenced by a deed of absolute sale. 

    • parties agreed on a downpayment in the amount of P50K and that the balance of P 475K shall be paid within 60 days from the date of the execution of the agreement. 

    • They also agreed that until balance is fully paid, the down payment of P 50K shall accrue as rentals and failure to pay the balance within 60 days, then the balance shall constitute as a chattel mortgage lien covering the cargo trucks and the parties may allow an extension of 30 days and Marcha may ask for a revocation of the contract and the reconveyance of all trucks.

      • The obligation is further secured by a promissory note executed by Coprada in favor of Akron. It is stated that the balance shall be paid from the proceeds of a loan obtained from the Development Bank of the Philippines (DBP) within 60 days

      • After the lapse of 90 days, Marsha tried to collect from Coprada but the Coprada promised to pay only upon the release of the DBP loan. 

        • Marsha sent Coprada a letter of demand dated May 10, 1978.

          • Coprada reiterated that he was applying for a loan from the DBP from the proceeds of which payment of the obligation shall be made. 

    • Meanwhile, 2 of the trucks were sold under a pacto de retro sale to a Mr. Bais of the Perpetual Loans and Savings Bank at Baclaran. 

      • March 15, 1978: sale was authorized by board resolution

  • Marsha found that no loan application was ever filed by Akron with DBP. 

  • Akron paid rentals of P 500/day pursuant to a subsequent agreement, from April 27, 1978 (the end of the 90-days to pay the balance) to May 31, 1978. Thereafter, no more rental payments were made.

  • June 17, 1978: Coprada wrote Marsha begging for a grace period of until the end of the month to pay the balance of the purchase price; that he will update the rentals within the week; and in case he fails, then he will return the 13 units should Marsha elect 

  • August 1, 1978: Marsha through counsel, wrote Akron demanding the return of the 13 trucks and the payment of P 25K back rentals from June 1 to August 1, 1978.

  • August 8, 1978: Coprada asked for another grace period of up to August 31, 1978 to pay the balance, stating as well that he is expecting the approval of his loan application from a financing company, and that 10 trucks have been returned to Bagbag, Novaliches. 

  • December 9, 1978: Coprada informed Marsha that he had returned 10 trucks to Bagbag and that a resolution was passed by the board of directors confirming the deed of assignment to Marsha of P 475K from the proceeds of a loan obtained by Akron from the State Investment House, Inc. 

  • In due time, Marsha filed a compliant for the recovery of P 525K or the return of the 13 trucks with damages against Akron and its officers and directors

    • Remo Jr. sold all his shares in Akron to Coprada. It also appears that Akron amended its articles of incorporation thereby changing its name to Akron Transport International, Inc. which assumed the liability of Akron to Marsha.

  • CA affirmed RTC: favor of Marsha

ISSUE: W/N Remo Jr. should be held personally liable together with Akron Transport International, Inc.

HELD: NO. Petition is granted.

  • The environmental facts of this case show that there is no cogent basis to pierce the corporate veil of Akron and hold petitioner personally liable

  • While it is true that in December, 1977 petitioner was still a member of the board of directors of Akron and that he participated in the adoption of a resolution authorizing the purchase of 13 trucks for the use in the brokerage business of Akron to be paid out of a loan to be secured from a lending institution, it does not appear that said resolution was intended to defraud anyone 

  • Coprada, President and Chairman of Akron, who negotiated 

    • The word "WE' in the said promissory note must refer to the corporation which Coprada represented in the execution of the note and not its stockholders or directors. Petitioner did not sign the said promissory note so he cannot be personally bound thereby.

  • As to the sale through pacto de retro of the two units to a third person by the corporation by virtue of a board resolution, Remo Jr. asserts that he never signed the resolution. 

    • Be that as it may, the sale is not inherently fraudulent as the 13 units were sold through a deed of absolute sale to Akron so that the corporation is free to dispose of the same. Of course, it was stipulated that in case of default , a chattel mortgage lien shall be constituted on the 13 units. 

  • the new corporation confirmed and assumed the obligation of the old corporation. There is no indication of an attempt on the part of Akron to evade payment of its obligation

  • it is his inherent right as a stockholder to dispose of his shares of stock anytime he so desires.

  • Fraud must be established by clear and convincing evidence. If at all, the principal character on whom fault should be attributed is Feliciano Coprada, the President of Akron. Fortunately, a judgment against him from the trial court has long been final and executory.

Corporate Law Notes: Separate Juridical Personality and Doctrine of Piercing (04/19)

A. Main Doctrine: A Corporation has a personality Separate and Distinct from its Stockholders or Members (Jardine Davies, Inv. v. JRB Realty, Inc. (2005))

1. Sources: Sec. 2; Article 44 Civil Code

Art. 44. The following are juridical persons:

xxx(2) Other corporations, institutions and entities for public interest or purpose, created by law; their personality begins as soon as they have been constituted according to law;

2. Importance of Main Doctrine
  • A corp., upon coming into existence, is invested by law w/ a personality separate and distinct from those persons composing it as well as from any other legal entity to which it may be related.  This separate and distinct personality is, however, merely a fiction created by law for conveyance and to promote the ends of justice  (Siain Enterprises, Inc. v. Cupertino Realty Corp. (2009))
  • The first doctrine of legal entity of the separate personality of the corp. may not be made to answer for acts and liabilities of its stockholders or those of legal entities to which it may be connected or vice versa. (Shrimp Specialists Inc. v. Fuji-Triumph Agri-industrial Corp. (2009))
3. Applications
  • Cases:
    • National Power Corp. v. CA
      • No allegation, finding or conclusion regarding particular acts committed by said officers and members of the BOD that showed them to have individually guilty of unmistakable malice, bad faith or ill-motive in their personal dealings with third parties - CANNOT be held personally liable for judgment rendered against the corp.
    • Development Bank of Philippines v. NLRC
      • ownership of  majority of capital stock and the fact that a majority of directors of a corp. are directors of another corp. created no employer-employee relationship, nor did it make the controlling stockholder liable for employees' claim of the subject corp. 
    • Suldao v. Cimech
      • A corp.'s authority to act and its liability for its actions are separate and apart from the individuals who owns it
      • ff. have been held and logical and legal consequence of the application of separate juridical personality
        1. such corp. may NOT be held liable for the obligations of the persons composing it or that its officers
        2. Neither can its stockholders be held liable for the obligations of such corp. 
        3. Officers of a corp. are NOT personally liable for their acts as such officers, unless it is shown that they have exceeded their authority
        4. The property of the corp. is NOT the property of its stockholders or members
        5. Nor can the property of event the controlling stockholders or the officers be treated as part of the corp. estate
        6. A suit against a corp. CANNOT be considered as a suit against its stockholders and vice-versa
        7. A mother or holding corp. has NO proprietary interest in the property, rights and interest of the subsidiary or affiliate corp.
        8. But since the separate and distinct personality of a corp. is a fiction created by law for convenience and to prevent injustice, it may be disregarded if it is used as a means to perpetuate fraud or an illegal act or as a vehicle forr the evasion of an existing obligation, the circumvention of statues, or to confuse legitimate issues
        9. However, the following facts by themselves or in combination, would NOT warrant a disregard of the veil of corp. fiction, absence fraud or other public policy consideration
          • mere ownership by a single stockholder or by another corp. of all or nearly all of the capital stock of a corp.
          • having the same address
          • presence of interlocking incorporators
          • presence of interlocking directors 
  • Majority equity ownership and interlocking directorship
    • creates no employer-employee relationship with the other corporation's employees (DBP v. NLRC (1990))
    • what are NOT of itself sufficient ground for disregarding the separate corporate personality 
      • mere ownership by a single stockholder or by another corporation of all or nearly of the capital stock of a corporation(EDSA Shangri-La Hotel and Resorts, Inc. v. BF Corp. (2008))
        • A corporate defendant against whom a writ of possession has been issued, CANNOT use the fact that it has obtained controlling equities in the corporate plaintiffs to suspend enforcement of the writ (Silverio Jr. v. Filipino Business Consultants, Inc. (2005))
      • Mere substantial identity of incorporators of 2 corporations does NOT necessarily imply fraud, nor warrant the piercing of the veil of the corporate fiction. (Laguio v. NLRC (1996))
      • Having interlocking directors, corporate officers and shareholders (Velarde v. Lopez (2004))
  • Being Corporate Officer
    • what are NOT of itself sufficient ground for disregarding the separate corporate personality
      • Being an officer or stockholder of a corporation(Prisma Construction & Dev. Corp v. Menchavez (2010))
      • President of the corp.(Booc v. Bantuas (2001))
    • a corporate officer and his spouse where he entered into and signed the contract clearly in his official capacity (Interstate Estate of Alexander T. Ty v. CA (2001))
    • The President of the corp. which becomes liable for the accident caused by its truck driver CANNOT be held solidarily liable for the judgment obligation arising from quasi-delict, since the fact alone of being President is NOT sufficient to hold him solidarily liable for the liabilities adjudged against the corp. and its employee. (Secosa v. Heirs of Erwin (2004))
    • When the compulsory counterclaim filed against corp. officers for their alleged fraudulent act indicate that such corp. officers are indispensable parties in the litigation, the orig. inclusion of the corp. in the suit does NOT thereby allow the denial of a specific counter-claim being filed to make the corp. officers personally liable. (Lafarge Cement Phils. v. Continental Cement Corp. (2004))
  • Dealings with Corp. and Stockholders
    • what are NOT of itself sufficient ground for disregarding the separate corporate personality
      • The fact that majority stockholders had used his own money to pay part of the loan of the corp. 
        • "It is understandable that a shareholder would want to help his corp. and in the process, assure that his takes in the corp. are secured (LBP v. CA (2001))
      • Use of a controlling stockholder's initials in the corporate name
        • A corp. may assume any name provided it is lawful, and there is nothing illegal in a corporation acquiring the name or as in this case, the initials of 1 of its shareholders (LBP v. CA (2001))
      • The mere fact that a stockholder sells his shares of stock in the corp. during the pendency of a collection case against the corp., 
        • Case:
          • Remo Jr. v. IAC (1989)
            • since the disposing stockholder has NO personal obligation to the to the creditor, and it is the inherent right of the stockholder  to dispose of his shares of stock anytime he so desires. 
          • PNB v. Ritratto Group, Inc. (2001)
            • GR: stock ownership alone by one corporation of the stock of another does not thereby render the dominant corporation liable for the torts of the subsidiary
            • EX: the separate corporate existence of the subsidiary is a mere sham, or unless the control of the subsidiary is such that it is but an instrumentality or adjunct of the dominant corporation
      • Just because 2 foreign companies came from the same country and closely worked together on certain projects 

Corporate Law Notes Outline

1. Historical Background
2. Concepts
3. Nature and Attributes of a Corporation
4. Separate Juridical Personality and Doctrine of Piercing the Veil of Corporate Fiction
5. Classification of Corporations
6. Corporate Contract Law
7. Articles of Corporation
8. By-Laws
9. Corporate Powers and Authority
10. Directors, Trustees and Officers
11. Stockholders and Members
12. Rights of Stockholders
13. Capital Structure: Shares of Stock
14. Acquisitions, Mergers and Consolidations
15. Rehabilitation and Insolvency
16. Corporate Dissolution and Liquidation
17. Close Corporation
18. Non-stock Corporations and Foundations
19. Foreign Corporations
20. Penalty Provisions of the Code
21. Miscellaneous

Land Titles and Deeds Notes: Voluntary Dealings with Registered Lands (pp. 232-278)





Section 51. Conveyance and other dealings by registered owner. An owner of registered land may convey, mortgage, lease, charge or otherwise deal with the same in accordance with existing laws. He may use such forms of deeds, mortgages, leases or other voluntary instruments as are sufficient in law. But no deed, mortgage, lease, or other voluntary instrument, except a will purporting to convey or affect registered land shall take effect as a conveyance or bind the land, but shall operate only as a contract between the parties and as evidence of authority to the Register of Deeds to make registration.
The act of registration shall be the operative act to convey or affect the land insofar as third persons are concerned, and in all cases under this Decree, the registration shall be made in the office of the Register of Deeds for the province or city where the land lies.

Section 52. Constructive notice upon registration. Every conveyance, mortgage, lease, lien, attachment, order, judgment, instrument or entry affecting registered land shall, if registered, filed or entered in the office of the Register of Deeds for the province or city where the land to which it relates lies, be constructive notice to all persons from the time of such registering, filing or entering.

Voluntary Dealings vs. Involuntary Dealings 
  • Voluntary Dealings
    • Need to present title - to record the deed in registry and to make memorandum on title
      • Entry in day book = NOT sufficient accomplishment of registration
        • NOT considered accomplished until and unless a memorandum of such document is made on the certificate of title 
          • Rationale: Sec. 52 and Sec. 54 complements each other
  • Involuntary Dealings
    • No presentation required; sufficient that annotation in entry book is sufficient

Operative Act (to convey or affect registered lands): registration

  • Effect of Failure to register: valid and effective between the parties
  • GR: 
    • Where there is nothing on the certificate of title to indicate any cloud or vice in the ownership of the property, or any encumbrance thereon, the purchaser is NOT required to explore further than what the Torrens title upon its face indicates in quest for any hidden defect or inchoate right that may defeat his right thereto (Fule v. Legare [1963])
    • Even if a decree in a registration proceedings is infected with nullity, still, an innocent purchaser for value relying on a Torrens title issued in pursuance thereof is protected (Cruz v. CA & Suzara [1997])
    • Although generally a forged or fraudulent deed is a nullity and conveys no title, however, there are instances where such a fraudulent document may become the root of a valid title to an innocent purchaser
      • Mirror Doctrine: A purchaser CANNOT close his eyes to facts which should put a reasonable man upon his guard and then claim that he acted in GF under the belief that there was no defect in the title of the vendor (Lucena v. CA)
        • Annotation of right usufruct (right to enjoy fruits) - does NOT impose upon the mortgagee-buyer the obligation to investigate the validity of its mortgagor's title
      • Example:
        • where the certificate of title was already transferred from the name of the true owner to the forger and while it remained that way it was sold to an innocent purchaser (Fule v. Legare [1963])
  • EX: (required to look further than what appears on the face of the title)
    1. Where the purchaser or mortgagee is a banking/financing institution (Dela Merced v. GSIS [2001])
    2. Owner still holds a valid and existing certificate of title covering the same property because the law protects the lawful holder of a registered title over the transfer of a vendor bereft of any transmissible right (Tomas v. Tomas [1980])
    3. Purchaser in bad faith (Egeo v. CA [1989])
    4. Sufficiently strong indications to impel closer inquiry into the location  boundaries, and the condition of the lot (Francisco v. CA [1987])
    5. Where a person buys land NOT from the registered owner but from 1 whose rights to the land has been merely annotated on the certificate of title (Quiniano v. CA [1971])
    6. Purchases land w/ a certificate of title containing a notice of lis pendens
    7. Purchaser had full knowledge of flaws and defects in the title (Bernales v. IAC [1988])
  • Sale of lump sum of land
    • boundaries (laid down as enclosing the land and indicating its limits) > area 

Section 54. Dealings less than ownership, how registered. No new certificate shall be entered or issued pursuant to any instrument which does not divest the ownership or title from the owner or from the transferee of the registered owners. All interests in registered land less than ownership shall be registered by filing with the Register of Deeds the instrument which creates or transfers or claims such interests and by a brief memorandum thereof made by the Register of Deeds upon the certificate of title, and signed by him. A similar memorandum shall also be made on the owner's duplicate. The cancellation or extinguishment of such interests shall be registered in the same manner.  (Sec. 54 specifies the manner of registration)

Section 55. Grantee's name, nationality, etc., to be stated. Every deed or other voluntary instrument presented for registration shall contain or have endorsed upon it the full name, nationality, residence and postal address of the grantee or other person acquiring or claiming an interest under such instrument, and every deed shall also state whether the grantee is married or unmarried, and if married, the name in full of the husband or wife. If the grantee is a corporation or association, the instrument must contain a recital to show that such corporation or association is legally qualified to acquire private lands. Any change in the residence or postal address of such person shall be endorsed by the Register of Deeds on the original copy of the corresponding certificate of title, upon receiving a sworn statement of such change. All names and addresses shall also be entered on all certificates.
Notices and processed issued in relation to registered land in pursuance of this Decree may be served upon any person in interest by mailing the same to the addresses given, and shall be binding, whether such person resides within or without the Philippines, but the court may, in its discretion, require further or other notice to be given in any case, if in its opinion the interest of justice so requires.

Formal Requisites of a Deed (Sec. 55)
  1. Full name
  2. Nationality
  3. Place of residence
  4. Postal Address of grantee or other persons acquiring or claiming interest

  • Importance: notices and processes in relation to registered landare mailed to the addresses of persons showed in the records
  • Any change in the residence or postal address of such person shall be endorsed by the Register of Deeds on the original copy of the corresponding certificate of title, upon receiving a sworn statement of such change.

  1. Civil Status (married or unmarried, and if married, the name in full of the husband or wife)
  2. Where or not corporation
    • If corporation,  recital to show that such corporation or association is legally qualified to acquire private lands
      • may be expressed in the deed by means of a statement to the effect that such corp. or assoc. has at least 60% of its capital belonging to Filipinos
Process of registration (can only be altered by legislature)
1. File the instrument creating or transferring interest and certificate of title with Register of Deeds

  1. Owner's duplicate

  • GR: conclusive authority to register accompanying deed
  • EX: ordered by the competent court to do so
  • safeguard against fraud 
    • Registration procured by mans of a forged duplicate cert. or of a forged deed or other instrument = Null and void
  • In case of loss: notice thereof need be sent to the Register of Deeds as soon as the loss or theft is discovered
  • NOTE: issuance of the mortgagee's duplicate title has been discontinued

  1. Payment of fees and documentary stamp tax
  2. Evidence of full payment of real estate tax
  3. Document of transfer - 1 copy additional for city/provincial assessor
2. Register of Deeds shall make a memorandum on the certificate of title, signed by him
3. Issue TCT 
  • GR: essential for transfer to purchaser
  • EX: sale of an unsegregated portion of a parcel of land covered by a cert. of title  where subdivision plan of such land showing all the portions or lots into which it has been subdivided, and technical descriptions of each portion or lot have been verified and approved by the Director of Land has NOT been submitted
    • ROD upon written request of the party concerned, makes only a memorandum of such deed of conveyance on the seller's certificate of title to serve as notice to 3rd parties of the fact that such portion or lot has been sold to the person/s named in the deed

Section 56. Primary Entry Book; fees; certified copies. Each Register of Deeds shall keep a primary entry book in which, upon payment of the entry fee, he shall enter, in the order of their reception, all instruments including copies of writs and processes filed with him relating to registered land. He shall, as a preliminary process in registration, note in such book the date, hour and minute of reception of all instruments, in the order in which they were received. They shall be regarded as registered from the time so noted, and the memorandum of each instrument, when made on the certificate of title to which it refers, shall bear the same date: Provided, that the national government as well as the provincial and city governments shall be exempt from the payment of such fees in advance in order to be entitled to entry and registration.
Every deed or other instrument, whether voluntary or involuntary, so filed with the Register of Deeds shall be numbered and indexed and endorsed with a reference to the proper certificate of title. All records and papers relative to registered land in the office of the Register of Deeds shall be open to the public in the same manner as court records, subject to such reasonable regulations as the Register of Deeds, under the direction of the Commissioner of Land Registration, may prescribe.
All deeds and voluntary instruments shall be presented with their respective copies and shall be attested and sealed by the Register of Deeds, endorsed with the file number, and copies may be delivered to the person presenting them.
Certified copies of all instruments filed and registered may also be obtained from the Register of Deeds upon payment of the prescribed fees.
  1. Register of Deeds to keep a day book (entry book)
  2. Enter in order of reception all deeds & voluntary instruments, write & processes regarding the land - year, month , day , time, minute of reception of instrument; 
  3. Fees of 5 php per document t be paid within 15 days
    •  provincial and city governments shall be exempt from the payment of such fees 
  4. Note memorandum, sign and issuance of certificate
  5. Documents are numbered, indexed and indorsed w/ reference to cert. of title > public records

    • subject to reasonable regulation
NOTE: GR: Cost is borne by the vendor

  • Denial of Registration (appeal within 5 days from receipt of notice) > Administrator of Land Registration Authority (appeal within 15 days from notice and deposit of P300 to the Clerk of CA) > Court of Appeals (appeal by certiorari on questions of law) > Supreme Court

  • Duties of Register of Deeds - ministerial and mandatory in character 
    • NOT authorized to determine whether or not fraud was committed (court should determine)
  • Invalidity of contract - NOT valid objection to registration where the ROD finds nothing defective or irregular on its face upon examination
    • For purpose of merely giving notice, questions regarding effect or invalidity of instruments are expected to be decided after (NOT before) registration.
  • Sale of lands to aliens 
    • GR: aliens prohibited in acquiring private lands in the Philippines
    • EX: in cases of hereditary succession 
      • NOTE: prohibition in the consti. was not in effect during Japanese Occupation
  • Sec. 10 of the Foreign Investments Act (R.A. No. 7042)

“SEC. 10. Other rights of natural-born citizen pursuant to the provisions of Article XII, Section 8 of the Constitution. – Any natural-born citizen who has lost his Philippine citizenship and who has the legal capacity to enter into a contract under Philippine Laws may be a transferee of a private land up to a maximum area of five thousand [5,000] square meters in the case of urban land or three [3] hectares in the case of rural land to be used by him for business or other purposes. In the case of married couples, one of them may avail of the privilege herein granted: Provided, That If both shall avail of the same, the total area acquired shall not exceed the maximum herein fixed.

“In case the transferee already owns urban or rural land for business or other purposes, he shall be entitled to be a transferee of additional urban or rural land for business or other purposes which when added to those already owned by him shall not exceed the maximum areas herein authorized.

“A transferee under this Act may acquire not more than two [2] lots which should be situated in different municipalities or cities anywhere in the Philippines: Provided, That the total land area thereof shall not exceed five thousand [5,000] square meters in the case of urban land or three [3] hectares in the case of rural land for use by him for business or other purposes. A transferee who has already acquired urban land shall be disqualified form acquiring rural land and vice versa.”

  • American Landholdings
    • acquired by Americans prior to July 4,1946 = VALID and cannot be impaired
  • Simultaneous registration of sales coursed thru alien buyer allowed (opinion of sec. of justice rendered on Jan 24, 1948)
  • Effect of naturalization of alien buyer - title of the alien = lawful and valid as of the date of its acquisition or transfer to him
    • BUT: no right to presume his admission to Philippine citizenship upon the expiration of the 2-year prescribed period so he cannot place "Filipino"
      • False narration of facts in deed of sale or real peoprty = falsification of public document
  • Acquisition of land w/ money furnished by alien, valid when in GF (NOT for the benefit of the alien)
  • Registration of alien corp. NOT a prerequisite to owning real property
    • restricted to the ownership and control of NOT to exceed 1,024 hectares of land
  • Private Corp. or assoc. as applicants
    • alienable land of the public domain 
      • GR: only by lease for a period of NOT exceeding 25 yrs and renewable for NOT more than 25 yrs and NOT to exceed 1,000 hectares in area
      • EX:acquired from precessors-in-interest by exclusive, continuous and adverse possession of the same for more than 30 yrs who acquired ownership of the land
  • Alien religious corp. disqualified
    • NOT violative of freedom of religion clause since land tenure is dispensable to the free exercise and enjoyment of religious profession or worship
    • BUT: Filipino Corp. w/ Alien Administrator = VALID

Negotiable Instruments Notes: Rights of the Holder (Sec. 51-59)


Sec. 51. Right of holder to sue; payment. - The holder of a negotiable instrument 
  1. may to sue thereon in his own name; and (NOTE: if unindorsed instrument, if transferor can [Sec. 49])

  2. payment to him in due course discharges the instrument.

  • When is there payment in due course:

  1. at or after maturity of the instrument

  2. to the holder

  3. in GF w/o notice that his title is defective 

*Sec. 52. What constitutes a holder in due course. - A holder in due course is a holder who has taken the instrument under the following conditions:  (CR-BOW-GV-NO)
(a) That it is complete and regular upon its face;
  • Examples of NOT complete and regular on its face:

    • w/o year of maturity

    • bill w/ no drawee

    • altered check

    • indorsed by only one of two payees

    • payable on or before ______ - blank unfilled

  • Examples of complete and regular on its face:

    • omission is immaterial (i.e. serial number)

    • unapparent alteration

    • payee's name is stricken out but another is inserted in writing

(b) That he became the holder of it before it was overdue, and without notice that it has been previously dishonored, if such was the fact;
  •  As to acceleration instruments

    • 1 installment or interest is unpaid = overdue = NOT holder in due course

  • As to interest

    • GR: if interest is overdue = holder in due course

    • EX: principal is to become due upon default of payment of interest (acceleration) = overdue = NOT holder in due course

(c) That he took it in good faith and for value;
  •  GF = 

    • lack of notice of defect or infirmity

    • holder is w/o knowledge or notice of any sort which could be set up against a prior holder of the instrument

      • basis is purpose NOT negligence EX if suspicious circumstance failed to inquire

  • GR: Inadequacy of price = VALID

  • EX: proof of fraud, mistake or undue influence

    • trifling price = impression of fraud

(d) That at the time it was negotiated to him, he had no notice of any infirmity in the instrument or defect in the title of the person negotiating it. (elaboration of [c])
  • Defects of Title (Sec. 55) 

  • Defenses

    1. mistake

    2. absence of failure of consideration (Sec. 28)

    3. minority and other forms of incapacity to contract (Sec. 22)

    4. lack of authority of an agent (Sec. 19)

  • Infirmities -wrong in the instrument itself (NOT lacking in the contract)

    1. wrong date inserted where the instrument is expressed to be payable at a fixed period after sight is undated (Sec. 13)

    2. filling up of a blank instrument NOT strictly in accordance w/ the authority given or not w/in reasonable time, where it was delivered wanting in a material particular

    3. filling up and negotiating w/o authority an incomplete and undelivered instrument (Sec. 15)

    4. Lack of valid and intentional delivery of a mechanically complete instrument (Sec. 16)

    5. Agent signing per procuration beyond the scope of his authority (Sec. 21)

      1. Ultra vires acts of a corp.

    6. Forgery (Sec. 23)

    7. Material Alteration (Sec. 124. and 125)

    8. Intoxication according to a better authority

    9. Insanity where there is no notice of insanity on the part of the one contracting w/ the insane person

Sec. 53. When person not deemed holder in due course. - Where an instrument payable on demand is negotiated on an unreasonable length of time after its issue, the holder is not deemed a holder in due course.

  • GR: Presumption holder is in due course

  • EX:Where an instrument payable on demand is negotiated on an unreasonable length of time after its issue (subjective) -for checks: 6 months = stale

Sec. 54. Notice before full amount is paid. - Where the transferee receives notice of any infirmity in the instrument or defect in the title of the person negotiating the same before he has paid the full amount agreed to be paid therefor, he will be deemed a holder in due course only to the extent of the amount therefore paid by him.

*Sec. 55. When title defective. - The title of a person who negotiates an instrument is defective within the meaning of this Act when he obtained the instrument, or any signature thereto, by fraud, duress, or force and fear, or other unlawful means, or for an illegal consideration, or when he negotiates it in breach of faith, or under such circumstances as amount to a fraud.

  • Defects of Title in general = Equitable or Personal Defenses - may result from: (relate to Sec. 52 (d) for holder in due course) 

    1. Acquisition of the instrument by

      1. fraud

      2. force, duress or fear

      3. unlawful means

      4. illegal consideration

      • NOTE: If promissory note: can only be raised against immediate parties; If bill: drawer can raise against acceptor, a party against acceptor and between immediate party

    1. Negotiation of the instrument 

      1. in breach of faith

      2. under circumstances that amount to fraud

Sec. 56. What constitutes notice of defect. - To constitutes notice of an infirmity in the instrument or defect in the title of the person negotiating the same, the person to whom it is negotiated must have had

  1. actual knowledge of the infirmity or defect, or 

  2. knowledge of such facts that his action in taking the instrument amounted to bad faith. - consists in guilty knowledge or wilful ignorance showing vicious or evil mind

*Sec. 57. Rights of holder in due course. - A holder in due course holds the instrument 
  1. free from any defect of title of prior parties, and 

  2. free from defenses available to prior parties among themselves, and 

  3. may enforce payment of the instrument for the full amount thereof against all parties liable thereon.  

  • Rights of a holder in due course:

    1. He may sue on the instrument in his own name

    2. He may receive payment and if payment is in due course, the insturment is discharged

    3. he hold the instrument 

      1. free from any defect of title of prior parties, and 

      2. free from defenses available to prior parties among themselves, and 

      • NOTE: excludes legal/real/absolute defenses -attach to the instruemnt itself and can be set up against the whole world INCLUDING holder in due course 

        • Examples of real defenses:

          1. Alteration (BUT holder in due course may enforce it according to orig. tenor)

          2. Want of delivery of incomplete instrument (Defense avail to parties PRIOR to delivery)

          3. Duress amounting to forgery (NOTE: if not amounting to forgery only equitable defense)

          4. fraud in factum or fraud in esse contractus (As opposed to fraud in inducement which does NOT prevent the making of the contract)

          5. minority

          6. marriage in case of wife (subject to ex under civil code)

          7. Insanity where the insane person has a guardian appointed by court

          8. Ultra vires act of corp where corp. is absolutely prohibited by charter or state from issuing commercial paper (NOTE: must be issuance for any particular purpose is prohibited)

          9. Want of authority of agent

          10. Execution of instrument between public enemies

          11. Illegality of contract where it is the contract or instrument itself which is expressly made illegal by statute

          12. Mistake (as to invalidate or vitiate consent)

          13. Forgery

    4. He may enforce payment of the instrument for the full amount thereof against all parties liable thereon

  • Other possible defense:

    1. blank signature -amounts to forgery = real defense

    2. bankruptcy or insolvency - may be the primarily liable (NO defense may file against assignee or trustee) or negotiator

    3. counterclaim and set-offs (personal defense NOT avail against holder in due course)

    4. discharge personal defense NOT avail against holder in due course)

    5. lack of revenue stamp -obsolete

Sec. 58. When subject to original defense. - In the hands of any holder other than a holder in due course, a negotiable instrument is subject to the same defenses as if it were non-negotiable. But a holder 
  1. who derives his title through a holder in due course, and 

  2. who is not himself a party to any fraud or illegality affecting the instrument,

has all the rights of such former holder in respect of all parties prior to the latter.
Sec. 59. Who is deemed holder in due course. - Every holder is deemed prima facie to be a holder in due course; but when it is shown that the title of any person who has negotiated the instrument was defective, the burden is on the holder to prove that he or some person under whom he claims acquired the title as holder in due course. But the last-mentioned rule does not apply in favor of a party who became bound on the instrument prior to the acquisition of such defective title.
  • GR: presumed holder in due course

  • EX: title is defective or suspicious