G.R. No. L-10122 - Won vs. Wack Wack Golf and Country Club, Inc.

On December 2, 1942, the defendant, Wack Wack Golf & Country Club, Inc. (a non-stock corporation), issued Membership Certificate No. 201 to Iwao Teruyama.
On April 22, 1944, the certificate was assigned by Iwao Teruyama to M. T. Reyes.
Later in 1944, M. T. Reyes transferred and assigned the same certificate to the plaintiff, Ramon Lee (also known as Lee E. Won alias Ramon Lee).

Following the rehabilitation of the defendant after World War II, the plaintiff approached the club requesting that the assignment be registered in its books in accordance with the By-Laws, and for a new certificate to be issued in his name.
The defendant refused to register the assignment and to issue the new certificate.
On April 26, 1955, the plaintiff initiated an action in the Court of First Instance of Manila against the defendant, alleging that the refusal was unlawful and seeking confirmation of his ownership of one share of stock and issuance of a corresponding new certificate.

On June 6, 1955, the defendant filed a motion to dismiss the complaint, arguing that the plaintiff’s right of action had accrued in 1944 upon the assignment, and that filing the complaint in 1955 exceeded the 5-year period stipulated under Article 1149 of the Civil Code.
The matter of time bars for acting on the assignment registration was thus raised: namely, whether there existed any definite or fixed period within which the plaintiff had to formally register the assignment.

On July 30, 1955, the Court of First Instance of Manila ordered the dismissal of the complaint on the ground of prescription.
The plaintiff filed motions for reconsideration (first on August 27, 1955, and a second on September 13, 1955), both of which were denied, prompting the plaintiff to elevate the case on appeal.

The membership certificate carried a precondition stating that no transfer thereof “shall be effective with respect to the club until such assignment is registered in the books of the club, as provided in the By-Laws.”
The key legal contention revolved around whether the plaintiff was obligated to register the certificate within any definite period as dictated either by the condition contained in the certificate, the club’s By-Laws, or any statutory rule.
The defendant contended that the plaintiff’s right to have the assignment registered commenced at the moment of transfer (1944), thereby implying that any delay in asserting said right rendered the action time-barred.
The plaintiff maintained that no fixed period for registration existed, and his cause of action arose only after the defendant’s refusal in 1955, meaning that the complaint was timely.

Whether the condition in the membership certificate or any provision in the By-Laws or applicable statutes imposed a definite or fixed period within which the assignment had to be registered.
Whether the plaintiff’s right to have the assignment registered, and his subsequent claim, was time-barred by the Prescription Law (Article 1149 of the Civil Code) given the lapse of time from the original assignment (1944) to the filing of the complaint (1955).
Whether the instant cause of action accrued at the moment of the certificate’s assignment in 1944 or only when the plaintiff’s right was effectively impaired by the defendant’s refusal to register the assignment in 1955.