G.R. No. 75287 - House International Building Tets Association, Inc. vs. Intermediate Appellate Court

The property in dispute is the 14-storey House International Building located at 777 Ongpin Street, Binondo, Manila.
The building’s land and improvements were originally owned by Atty. Felipe Ang, who later mortgaged the property to the Government Service Insurance System (GSIS).
Following foreclosure of the mortgage and Ang’s failure to exercise his right of redemption, ownership was consolidated with the GSIS.

GSIS sold the property to Centertown Marketing Corporation (CENTERTOWN) via a deed of conditional sale executed without notice to the building’s tenants and without clearance from the then Ministry of Human Settlements.
CENTERTOWN’s Articles of Incorporation did not authorize it to engage in the real estate business, prompting it to organize a sister corporation named Manila Towers Development Corporation (TOWERS) for the purpose of conducting real estate transactions.
CENTERTOWN subsequently assigned all its rights and obligations under the deed of conditional sale to TOWERS, with GSIS’ consent and approval.

The petitioner, House International Building Tenants Association, Inc. (ASSOCIATION), is a domestic non-stock, non-profit civic corporation composed predominantly of long-standing tenants of the building.
The association initiated a complaint in the Regional Trial Court of Manila seeking the annulment of the deed of conditional sale and its subsequent assignment, contending that the transaction was ultra vires since CENTERTOWN was not authorized to acquire real estate.
The trial court dismissed the complaint, a ruling later affirmed by the Court of Appeals.

The petitioner argued that the deed of conditional sale was null and void ab initio based on its ultra vires nature and other public policy and constitutional provisions (including eminent domain and agrarian reform concerns).
The petitioner further contended that the association, as a corporate entity composed of tenant-members, had the requisite standing to sue for the protection of their rights.
The constitutional and legislative references cited included provisions of the 1973 Constitution, relevant sections of the Civil Code (Art. 1397, Art. 1311), as well as P.D. 1517 relating to tenants’ preferential rights.

Whether the House International Building Tenants Association, Inc. (ASSOCIATION) has the proper personality and capacity to sue on its own behalf.
Whether the association, which is separate and distinct from its individual tenant-members, is entitled to assert the rights inherently belonging to the actual tenants—the real parties in interest.

Whether the petitioner has a valid cause of action against GSIS, CENTERTOWN, and TOWERS concerning the annulment of the deed of conditional sale and its assignment.
Whether the alleged ultra vires nature of the deed renders the contract null and void ab initio, or if it should be regarded as only voidable under the applicable legal provisions.