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 readingCase Syllabus (G.R. No. 163091)
Antecedent Facts
- The Missionary Sisters of Our Lady of Fatima, also known as the Peach Sisters of Laguna, was established under the patronage of the Roman Catholic Bishop of San Pablo on May 30, 1989 to care for abandoned and neglected elderly persons.
- It obtained its Certificate of Incorporation from the Securities and Exchange Commission (SEC) on August 31, 2001; Rev. Mother Ma. Concepcion R. Realon serves as Superior General.
- Purificacion Y. Alzona, a spinster, owned parcels of land covered by Transfer Certificate of Title (TCT) Nos. T-57820 and T-162375 and co-owned another under TCT No. T-162380 in Calamba City, Laguna.
- In October 1999, Purificacion delivered a handwritten letter donating her house and riceland in Calamba to the petitioner, introduced Mother Concepcion to her nephew and niece, and directed that a share of the harvest be given to the Sisters.
- In August 2001, acting on advice of Atty. Nonato Arcillas, Mother Concepcion filed for SEC registration on August 28, 2001.
- On August 29, 2001, Purificacion executed a notarized Deed of Donation Inter Vivos conveying the subject properties to the petitioner, accepted by Mother Concepcion on its behalf.
- The petitioner secured a BIR letter dated January 14, 2002 exempting it from donor’s tax as a religious organization.
- Registration of the deed was refused due to an Affidavit of Adverse Claim filed by Amando Y. Alzona, Purificacion’s brother.
- Purificacion died on October 30, 2001; Amando died during the case and was represented by his heirs.
Procedural History
- On April 9, 2002, Amando filed a complaint before the Regional Trial Court (RTC) of Calamba City, Branch 92, to annul the Deed on ground that the unregistered petitioner lacked juridical personality.
- On August 14, 2013, the RTC dismissed the complaint, ruling (a) all essential el