Title
Missionary Sisters of Our Lady of Fatima vs. Alzona
Case
G.R. No. 224307
Decision Date
Aug 6, 2018
A religious group’s donation acceptance, initially voided due to lack of incorporation, was upheld by the Supreme Court, recognizing corporation by estoppel and donor’s clear intent.

Case Summary (G.R. No. 163091)

Petitioner

The Missionary Sisters of Our Lady of Fatima, represented by Rev. Mother Ma. Concepción R. Realon, a religious congregation established May 30, 1989, with SEC incorporation effective August 31, 2001.

Respondents

Legal heirs of Purificación Y. Alzona, led by Amando Y. Alzona’s estate, who challenged the validity of the inter vivos donation.

Key Dates

– 1996–1999: Purificación supports and plans to donate properties to the Sisters.
– October 1999: First handwritten donation letter.
– August 28–31, 2001: Petitioners file articles of incorporation; SEC issues certificate two days after the deed.
– August 29, 2001: Deed of Donation executed.
– October 30, 2001: Purificación dies.
– April 9, 2002: Complaint for annulment filed.
– August 14, 2013: RTC upholds donation.
– January 7, 2016: CA voids donation.
– May 6, 2019: Supreme Court issues final decision.

Applicable Law

1987 Philippine Constitution; Civil Code (Articles 737, 738, 745, 749 on donations; Articles 1390, 1393 on ratification; Articles 1311 on privity); Corporation Code (Section 21 on corporation by estoppel).

Antecedent Facts

Purificación, owner/co-owner of three titled properties, intended to reward the Sisters for care rendered. She executed a handwritten letter in 1999 and a notarized Deed of Donation on August 29, 2001, conveying two parcels and her undivided share in a third. Mother Concepción accepted on behalf of the congregation, which was not yet SEC-registered.

Procedural History

The RTC dismissed the heirs’ complaint, finding the petitioners a de facto corporation with legal personality at the time of donation. The CA reversed, declaring the Deed void for lack of juridical personality. The petitioners filed for certiorari before the Supreme Court under Rule 45.

Issue

Whether the Deed of Donation is valid and binding, given the association’s lack of SEC registration at the time, and whether Mother Concepción had authority to accept the donation.

Ruling

The Supreme Court granted the petition, reversed the CA, and upheld the donation as valid and binding against the heirs.

Legal Capacity of the Donee

A valid donation requires donor capacity, donative intent, a public document, and acceptance in the same instrument (Civil Code, Article 749). The deed met these elements. The donee’s juridical personality and representative’s authority are determined at acceptance (Articles 737, 738, 745).

Corporation by Estoppel

Although the congregation lacked de facto corporate existence until August 31, 2001, equity demands that Purificación’s dealings as if it were incorporated cannot be undone. Under Corporation Code Section 21, a third party who benefits from or deals with an ostensible corporation is estopped from denying its existence in transactions entered before incorporation.

Ratification of the Donation

Purificación’s repeated conveyances (1999 letter and 2001 deed) and her referral to SEC registration counsel demonstrate full knowledge and absence of fraud. Subsequent SEC incorporation and the congregation’s affirmation of Mother Concepción’s acceptance co

...continue reading

Analyze Cases Smarter, Faster
Jur helps you analyze cases smarter to comprehend faster—building context before diving into full texts.