G.R. No. 82407, 27 March 1995


On the basis of their respective stocks certificates, present plaintiffs Luis, Ricardo, Leonor and Placida, all surnamed Clemente, heirs of Pablo Clemente, and, the heirs of Mariano Elepaño, namely Concepcion, Mariano, Artemio, Vicente, Angelita, Roberto, Hernando and Lourdes all surnamed Elepaño, jointly claim ownership over the above described property, asserting that their fathers being the only known stockholders of the ‘Sociedad Popular Calambeña,’ they, to the exclusion of all others, are entitled to be declared owners of Lot No. 148-New.

The trial court dismissed the complaint not merely on what it apparently perceived to be an insuficiency of the evidence that firmly could establish plaintiffs’ claim of ownership over the property in dispute but also on its thesis that, absent a corporate liquidation, it is the corporation, not the stockholders, which can assert, if at all, any title to the corporate assets.


Whether or not the property belongs to the stockholders and their heirs.


No. “With the above views that We take, Sociedad is the legal owner of the land in dispute, in light of Exhibit ‘A’ (pp. 97-98, RTC Rollo, Vol. 1). While a copy of Patent No. 38994, issued on August 5, 1936, has not been presented during the trial, there is also no evidence of its cancellation or muniment of title presented by plaintiffs-appellants supportive of their claim of ownership of the property.

Even assuming that their parents were the only stockholders of Sociedad, and assuming that their parents were the only stockholders of Sociedad, and assuming further that Sociedad has ceased to exist, these do not ipso facto vest ownership over the property in the hands of plaintiffs-appellants.

Again, assuming that sociedad is a duly-organized entity under the laws of the Philippines, its corporate existence is separate and distinct from its stockholders and from other corporations to which it may be connected (Yutive Sons Hardware Co. vs. Court of Tax Appeals, 1 SCRA 161, 165), If it was not organized and registered under Philippine laws as a private corporation, it is a de facto corporation, as found by the court below, with the right to exercise corporate powers, and thus it is imperative that any of the modes of transferring ownership from said entity must be shown.

*Case Digest by Claudette Anne G. Sayson JD IV, S.Y. 2019-2020