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Padcom Condominium Corp. vs. Ortigas Center
Association, Inc.
*
G.R. No. 146807. May 9, 2002.

PADCOM CONDOMINIUM CORPORATION, petitioner,

vs. ORTIGAS CENTER ASSOCIATION, INC., respondent.

Civil Law; Land Registration; Liens; Under the Torrens

system of registration, claims and liens of whatever character
except those mentioned by law existing against the land binds the
holder of the title and the whole world.Under the Torrens
system of registration, claims and liens of whatever character,
except those mentioned by law, existing against the land binds
the holder of the title and the whole world.
Same; Same; Same; Any lien annotated on previous
certificates of title should be incorporated in or carried over to the
new transfer certificates of title; Such lien is inseparable from the
property as it is a right in rem, a burden on the property whoever
its owner may be.This is so because any lien annotated on
previous certificates of title should be incorporated in or carried
over to the new transfer certificates of title. Such lien is insepara

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* FIRST DIVISION.

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VOL. 382, MAY 9, 2002 223

Padcom Condominium Corp. vs. Ortigas Center Association, Inc.

ble from the property as it is a right in rem, a burden on the

property whoever its owner may be. It subsists notwithstanding a
change in ownership; in short, the personality of the owner is
disregarded.
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PETITION for review on certiorari of a decision of the

Court of Appeals.

The facts are stated in the opinion of the Court.

Pelaez, Gregorio, Sipin, Bala & Robles for petitioner.
Julio C. Elamparo for respondent.

DAVIDE, JR., C.J.:

1
Challenged in this case is the 30 June 2000 decision of the
Image rights not available
Petitioner Padcom Condominium Corporation (hereafter
PADCOM) owns and manages the Padilla Office
Condominium Building (PADCOM Building) located at
Emerald Avenue, Ortigas Center, Pasig City. The land on
which the building stands was originally acquired from the
Ortigas & Company, Limited Partnership (OCLP), by
Tierra Development Corporation (TDC) under a Deed of
Sale dated 4 September 1974. Among the terms and
conditions in the deed of sale was the requirement that the
transferee and its successorininterest must become
members of an association for realty owners and longterm
lessees in the area later known as the Ortigas Center.
Subsequently, the said lot, together with improvements
thereon, was conveyed by TDC in favor of 4
PADCOM in a
Deed of Transfer dated 25 February 1975.
In 1982, respondent Ortigas Center Association, Inc.
(hereafter the Association) was organized to advance the
interests and pro

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1 Rollo, 29. Per Martin, Jr., F., J., with Valdez, Jr., S. and Fernando, S.,
JJ., concurring.
2 Id., 95106, Per Judge Leoncio M. Janolo, Jr.
3 Entitled Ortigas Center Association, Inc. v. Padcom Condominium
Corporation.
4 Rollo, 115118.

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224 SUPREME COURT REPORTS ANNOTATED

Padcom Condominium Corp. vs. Ortigas Center
Association, Inc.

mote the general welfare of the real estate owners and

longterm lessees of lots in the Ortigas Center. It sought
the collection of membership dues in the amount of two
thousand seven hundred twentyfour pesos and forty
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centavos (P2,724.40) per month from PADCOM. The

corporate books showed that PADCOM owed the
Association P639,961.47, representing membership dues,
interests
5
and penalty charges from April 1983 to June
1993. The letters exchanged between the parties through
the years showed repeated demands for payment, requests
for extensions of payment, and even a settlement scheme
proposed by PADCOM in September 1990.
In view of PADCOMs failure and refusal to pay its
arrears in monthly dues, including interests and penalties
thereon, the Association filed a complaint for collection of
sum of money before the trial court below, which was
docketed as Civil Case No. 63801. The Association averred
that purchasers of lands within the Ortigas Center complex
from OCLP are obligated under their contracts of sale to
become members of the Association. This obligation was
allegedly passed on to PADCOM when 6
it bought the lot
from TDC, its predecessorininterest.
In its answer, PADCOM contended that it is a non
stock, nonprofit association, and for it to become a special
member of the Association, it should first apply for and be
accepted for membership by the latters Board of Directors.
No automatic membership was apparently contemplated in
the Associations Bylaws. PADCOM added that it could
not be compelled to become a member without violating its
right to freedom of association. And since it was not a
member of the Association, it was 7 not liable for
membership dues, interests and penalties.
During the trial, the Association presented its
accountant as lone witness to prove that PADCOM was,
indeed, one of its members and, as such, did not pay its
membership dues.
PADCOM, on the other hand, did not present its
evidence; instead it filed a motion to dismiss by way of
demurrer to evidence. It

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5 Annex G; Rollo, 74.

6 Rollo, 5054.
7 Rollo, 5559.

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alleged that the facts established by the Association

showed no right to the relief prayed for. It claimed that the
provisions of the Associations Bylaws and the Deed of
Transfer did not contemplate automatic membership.
Rather, the owner or longterm lessee becomes a member of
the Association only after applying with and being accepted
by its Board of Directors. Assuming further that PADCOM
was a member of the Association, the latter failed to show
that the collection of monthly dues was a valid corporate
act duly authorized by a proper 8
resolution of the
Associations Board of Directors.
After due consideration of the issues raised in the
motion to dismiss, the 9trial court rendered a decision
dismissing the complaint.
The Association appealed the case to the Court of
Appeals, which docketed 10
the appeal as CAG.R. CV No.
60099. In its decision of 30 June 2000, the Court of
Appeals reversed and set aside the trial courts dismissal of
Civil Case No. 63801, and decreed as follows:

WHEREFORE, the appealed decision dated September 1, 1997 is

REVERSED and SET ASIDE and, in lieu thereof, a new one is
entered ordering the appellee (PADCOM) to pay the appellant
(the Association) the following:

1) P639,961.47 as and for membership dues in arrears

inclusive of earned interests and penalties; and
2) P25,000.00 as and for attorneys fees.

Costs against the appellees.

SO ORDERED.

The Court of Appeals justified its ruling by declaring that

PADCOM automatically became a member of the
Association when the land was sold to TDC. The intent to
pass the obligation to prospective transferees was evident
from the annotation of the same clause at the back of the
Transfer Certificate of Title covering the

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8 Id., 8093.
9 Id., 106.
10 Supra note 1.

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Padcom Condominium Corp. vs. Ortigas Center
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Association, Inc.

lot. Despite disavowal of membership, PADCOMs

membership in the Association was evident from these
facts: (1) PADCOM was included in the Associations list of
bona fide members as of 30 March 1995; (2) Narciso
Padilla, PADCOMs President, was one of the Associations
incorporators; and (3) having received the demands for
payment, PADCOM not only acknowledged them, but
asked for and was granted repeated extensions, and even
proposed a scheme for the settlement of its obligation. The
Court of Appeals also ruled that PADCOM cannot evade
payment of its obligation to the Association without
violating equitable principles underlying quasicontracts.
Being covered by the Associations avowed purpose to
promote the interests and welfare of its members,
PADCOM cannot be allowed to expediently deny and avoid
the obligation arising from such membership.
Dissatisfied with the adverse judgment of the Court of
Appeals, PADCOM filed the petition for review in this case.
It raises the sole issue of whether it can be compelled to
join the association pursuant to the provision on automatic
membership appearing as a condition in the Deed of Sale of
04 September 1974 and the annotation thereof on Transfer
Certificate of Title No. 457308.
PADCOM contends that it cannot be compelled to be a
member of the Association solely by virtue of the
automatic membership clause that appears on the title of
the property and the Deed of Transfer. In 1975, when it
bought the land, the Association was still inexistent.
Therefore, the provision on automatic membership was
anticipatory in nature, subject to the actual formation of
the Association and the subsequent formulation of its
implementing rules.
PADCOM likewise maintains that the Associations By
laws requires an application for membership. Since it never
sought membership, the Court of Appeals erred in
concluding that it was a member of the Association by
implication. Aside from the lack of evidence proving such
membership, the Association has no basis to collect
monthly dues since there is no board resolution defining
and prescribing how much should be paid. For its part, the
Association claims that the Deed of Sale between OCLP
and TDC clearly stipulates automatic membership for the
owners of lots in the Ortigas Center, including their
successors
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Padcom Condominium Corp. vs. Ortigas Center
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ininterest. The filing of applications and acceptance

thereof by the Board of Directors of the Association are,
therefore, mere formalities that can be dispensed with or
waived. The provisions of the Associations Bylaws cannot
in any manner alter or modify the automatic membership
clause imposed on a property owner by virtue of an
annotation of encumbrance on his title.
The Association likewise asserts that membership
therein requires the payment of certain amounts for its
operations and activities, as may be authorized by its
Board of Directors. The membership dues are for the
common expenses of the homeowners for necessary
services.
After a careful examination of the records of this case,
the Court sees no reason to disturb the assailed decision.
The petition should be denied. 11
Section 44 of Presidential Decree No. 1529 mandates
that:

SEC. 44. Statutory liens affecting title.Every registered owner

receiving a certificate of title in pursuance of a decree of
registration, and every subsequent purchaser of registered land
taking a certificate of title for value and in good faith, shall hold
the same free from all encumbrances except those noted on said
certificate and any of the following encumbrances which may be
subsisting, namely: x x x

Under the Torrens system of registration, claims and liens

of whatever character, except those mentioned by law,
existing against 12the land binds the holder of the title and
the whole world.
It is undisputed that when the land in question was
bought by PADCOMs predecessorininterest, TDC, from
OCLP, the sale bound TDC to comply with paragraph (G) of
the covenants, conditions and 13
restrictions of the Deed of
Sale, which reads as follows:

______________

11 Amending and Codifying the Laws Relative to Registration of

Property and for Other Purposes.
12 See Narciso Pea, Narciso Pea, Jr., and Nestor N. Pea,
REGISTRATION OF LAND TITLES AND DEEDS, 1988 ED., 162.
13 Rollo, 111.

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Padcom Condominium Corp. vs. Ortigas Center
Association, Inc.

G. AUTOMATIC MEMBERSHIP WITH THE ASSOCIATION:

The owner of this lot, its successorininterest hereby binds

himself to become a member of the ASSOCIATION which will be
formed by and among purchasers, fully paid up Lot BUYERS,
Building Owners and the COMPANY in respect to COMPANY
OWNED LOTS.

The OWNER of this lot shall abide by such rules and

regulations that shall be laid down by the ASSOCIATION
in the interest of security, maintenance, beautification and
general welfare of the OFFICE BUILDING zone. The
ASSOCIATION when organized shall also, among others,
provide for and collect assessments which shall constitute a
lien on the property, junior only to liens of the Government
for taxes. Evidently, it was agreed by the parties that dues
shall be collected from an automatic member and such fees
or assessments shall be a lien on the property.
This stipulation was likewise annotated at the back of 14
Transfer Certificate of Title No. 457308 issued to TDC.
And when the latter sold the lot to PADCOM on 15
25
February 1975, the Deed of Transfer expressly stated:

NOW, THEREFORE, for and in consideration of the foregoing

premises, the DEVELOPER, by these presents, cedes, transfers
and conveys unto the CORPORATION the abovedescribed parcel
of land evidenced by Transfer Certificate of Title No. 457308, as
well as the Common and Limited Common Areas of the
Condominium project mentioned and described in the Master
Deed with Declaration of Restrictions (Annex A hereof), free
from all liens and encumbrances, except those already annotated
at the back of said Transfer Certificate of Title No. 457308, x x x

This is so because any lien annotated on previous

certificates of title should be incorporated in or carried over
to the new transfer certificates of title. Such lien is
inseparable from the property as it is a right in rem, a
burden on the property whoever its owner may be. It
subsists notwithstanding a change in ownership; in 16short,
the personality of the owner is disregarded. As
emphasized earlier, the provision on automatic
membership was annotated in the

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14 CA Decision, 4; Rollo, 32.

15 Rollo, 117.
16 See Ligon v. Court of Appeals, 244 SCRA 693 (1995).

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Padcom Condominium Corp. vs. Ortigas Center
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Certificate of Title and made a condition in the Deed of

Transfer in favor of PADCOM. Consequently, it is bound by
and must comply with the covenant.
Moreover, Article 1311 of the Civil Code provides that
contracts take effect between the parties, their assigns and
heirs. Since PADCOM is the successorininterest of TDC,
it follows that the stipulation on automatic membership
with the Association is also binding on the former.
We are not persuaded by PADCOMs contention that the
Bylaws of the Association requires application for
membership and acceptance thereof 17
by the Board of
Directors. Section 2 of the Bylaws reads:

Section 2. Regular Members.Upon acceptance by the Board of

Directors of Ortigas Center Association, Inc., all real estate
owners, or longterm lessees of lots within the boundaries of the
Association as defined in the Articles of Incorporation become
regular members, provided, however that the longterm lessees of
a lot or lots in said area shall be considered as the regular
members in lieu of the owners of the same. Likewise, regular
membership in the Association automatically ceases upon the
cessation of a member to be an owner or longterm lessee of real
estate in the area.
A lessee shall be considered a longterm lessee if his lease is in
writing and for a period of two (2) years or more. Membership of a
longterm lessee in the Association shall be coterminus with his
legal possession (or his lease) of the lot/s in the area. Upon the
lessees cessation of membership in the Association, the owner
shall automatically succeed the lessee as member thereat.

As lot owner, PADCOM is a regular member of the

Association. No application for membership is necessary. If
at all, acceptance by the Board of Directors is a ministerial
function considering that PADCOM is deemed to be a
regular member upon the acquisition of the lot pursuant to
the automatic membership clause annotated in the

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Certificate of Title of the property and the Deed of

Transfer.
Neither are we convinced by PADCOMs contention that
the automatic membership clause is a violation of its
freedom of association. PADCOM was never forced to join
the association. It could

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17 Rollo, 6263.

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Padcom Condominium Corp. vs. Ortigas Center
Association, Inc.

have avoided such membership by not buying the land from

TDC. Nobody forced it to buy the land when it bought the
building with the annotation of the condition or lien on the
Certificate of Title thereof and accepted the Deed.
PADCOM voluntarily agreed to be bound by and respect
the condition, and thus to join the Association.
In addition, under the principle of estoppel, PADCOM is
barred from disclaiming membership in the Association. In
estoppel, a person, who by his act or conduct has induced
another to act in a particular manner, is barred from
adopting an inconsistent position, attitude or course 18
of
conduct that thereby causes loss or injury to another.
We agree with the Court of Appeals conclusion from the
facts or circumstances it enumerated in its decision and
enumerated above that PADCOM is, indeed, a regular
member of the Association. These facts and circumstances
are sufficient grounds to apply the doctrine of estoppel
against PADCOM.
Having ruled that PADCOM is a member of the
Association, it is obligated to pay its dues incidental
thereto. Article 1159 of the Civil Code mandates:

Art. 1159. Obligations arising from contracts have the force of law
between the contracting parties and should be complied with in
good faith.

Assuming in gratis argument that PADCOM is not a

member of the Association, it cannot evade payment
without violating the equitable principles underlying quasi
contracts. Article 2142 of the Civil Code provides:

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Art. 2142. Certain lawful, voluntary and unilateral acts give rise
to the juridical relation of quasicontract to the end that no one
shall be unjustly enriched or benefited at the expense of another.

Generally, it may be said that a quasicontract is based on

the presumed will or intent of the obligor dictated by equity
and by the principles of absolute justice. Examples of these
principles are: (1) it is presumed that a person agrees to
that which will benefit him;

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18 Cruz v. Court of Appeals, 293 SCRA 239, 255256 (1998).

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Padcom Condominium Corp. vs. Ortigas Center
Association, Inc.

(2) nobody wants to enrich himself unjustly at the expense

of another; or (3) one must do unto others what he would
want others 19 to do unto him under the same
circumstances.
As resident and lot owner in the Ortigas area, PADCOM
was definitely benefited by the Associations acts and
activities to promote the interests and welfare of those who
acquire property therein or benefit from the acts or
activities of the Association.
Finally, PADCOMs argument that the collection of
monthly dues has no basis since there was no board
resolution defining how much fees are to be imposed
deserves scant consideration. Suffice it is to say that
PADCOM never protested upon receipt of the earlier
demands for payment of membership dues. In fact, by
proposing a scheme to pay its obligation, PADCOM cannot
belatedly question the Associations authority to assess and
collect the fees in accordance with the total land area
owned or occupied by the members, which finds support in
a resolution dated 6 November
20
1982 of the Associations
21
incorporating directors and Section 2 of its Bylaws.
WHEREFORE, the petition is hereby DENIED for lack
of merit. Costs against petitioner.
SO ORDERED.

Puno, Kapunan, YnaresSantiago and Austria

Martinez, JJ., concur.

Petition denied.
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Note.Every person dealing with registered land may

solely rely on the correctness of the certificate of title
issued therefore and the law will in no way oblige him to go
behind the certificate to determine the condition of the
property. (Republic vs. Court of Appeals, 306 SCRA 81
[1999])

o0o

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19 Tolentino, CIVIL CODE OF THE PHILIPPINES, VOL. V, 1992 ED.,

575 citing 5 Guttierez 596.
20 Rollo, 125.
21 Id., 6667.

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