3B [SPECPRO] Digests

LAUREANO INVESTMENT & DEVELOPMENT petition with the Registry of Deeds of Makati for the
CORPORATION, petitioner, vs. THE HONORABLE issuance of a writ of possession over various lots that
COURT OF APPEALS and BORMAHECO, INC., it bought from a bank. A motion for intervention was
respondents. filed by LIDECO Corporation for certain adverse
claims. Bormaheco opposed the motion on the ground
May 06, 1997 that Lideco has no personality to sue because it is not
a juridical entity. Apparently, Lideco is not a corporation
G.R. No: 100468 Ponente: Panganiban,J.
registered with the Securities and Exchange
Commission. Bormaheco’s opposition was granted.
Related Article: Tickler:
Lideco assailed the decision on the ground that
LIDECO is an acronym for Laureano Investment &
Doctrine of the Case Development Corporation which is a duly organized
corporation.
"Lideco Corporation" had no personality to intervene
since it had not been duly registered as a corporation. RTC Ruling: Both the lower court and CA rendered a
If petitioner legally and truly wanted to intervene, it decision in favor of Bormaheco.
should have used its corporate name as the law
requires and not another name which it had not CA Ruling:
registered. Indeed, as the Respondent Court found,
nowhere in the motion for intervention and complaint in The CA held that BORMAHECO has shown that
intervention does it appear that "Lideco Corporation" LIDECO Corporation is not organized and existing
stands for Laureano Investment and Development under Philippine laws. Neither has it been registered
Corporation. Bormaheco, Inc., thus, was not estopped with the SEC. Nowhere in its complaint does it appear
from questioning the juridical personality of "Lideco that LIDECO Corporation is the brevity or acronym for
Corporation," even after the trial court had allowed it to Laureano Investment and Development Corporation. It
intervene in the case. was only when intervenor (petitioner herein) filed its
opposition to the motion to strike out that it clarified that
Lideco Corporation is the acronym for Laureano
Investment and Development Corporation. Moreover,
Parties – Roles
even assuming that Lideco Corporation and Laureano
Investment and Development Corporation are one and
the same, it was found by respondent Court that the
Facts
properties being claimed by petitioner are different
from those for which private respondent is seeking the
The record shows that spouses Reynaldo Laureano
issuance of a writ of possession; hence, the complaint
and Florence Laureano are majority stockholders of
in intervention was correctly dismissed.
LAUREANO INVESTMENT who entered into a series
of loan and credit transactions with Philippine National
Petitioner contends that private respondent is
Cooperative Bank (PNCB). To secure payment of the
estopped from, and is in bad faith for, denying its
loans, they executed Deeds of REM. In view of their
knowledge that "Lideco Corporation" and Laureano
failure to pay their indebtedness, PNCB applied for
Investment and Development Corporation are one and
extrajudicial foreclosure of the real estate mortgages.
the same entity since it has previously used LIDECO
The bank was the purchaser of the properties in
as an acronym for the latter corporation.
question in the foreclosure sale and titles thereof were
consolidated in PNCB's name. PNCB did not secure a
writ of possession nor did it file ejectment proceedings Issue/s
Whether a plaintiff, which purports to be a corporation,
against the Laureano spouses, because there were
then pending cases involving the titles of ownership of may validly bring suit under a name other than that
registered with the SEC.
subject two lots, which are situated in Bel-Air Makati.

Private respondent Bormaheco, Inc. became the Ruling

successor of the obligations and liabilities of PNCB
over subject lots by virtue of a Deed of No. A corporation may sue and be sued in its name.
Sale/Assignment. Bormaheco, Inc. filed an ex-parte Section 1, Rule 3 of the Rules of Court provides that
only natural or juridical persons or entities authorized
 3B [SPECPRO] Digests

by law may be parties to a civil action. Under the Civil

Code, a corporation has a legal personality of its own
(Article 44), and may sue or be sued in its name, in
conformity with the laws and regulations of its
organization (Article 46). Additionally, Article 36 of the
Corporation Code similarly provides:

"Article 36. Corporate powers and capacity. — Every

corporation incorporated under this Code has the
power and capacity:

1. To sue and be sued in its corporate name;

Lideco Corporation had no personality to intervene

since it had not been duly registered as a corporation.
If petitioner legally and truly wanted to intervene, it
should have used its corporate name as the law
requires and not another name which it had not
registered. Indeed, as the Respondent Court found,
nowhere in the motion for intervention and complaint in
intervention does it appear that Lideco Corporation
stands for Laureano Investment and Development
Corporation. Bormaheco, Inc., thus, was not estopped
from questioning the juridical personality of Lideco
Corporation, even after the trial court had allowed it to
intervene in the case.

Granting arguendo that the name "Lideco Corporation"

could be used by petitioner corporation in its motion,
there is an even more cogent reason for denying the
petition. The trial court concluded, and we have no
reason to disagree, that the intervention of Lideco or
petitioner corporation was not proper because neither
had any legal interest in the subject of litigation. The
evidence (tax declarations) attached to the petition for
intervention and the complaint for intervention
pertained to properties not being litigated in the instant
case. Lideco and petitioner corporation both claimed to
have an interest in two houses constructed in Lot 3,
Block 4 in Bel Air Village, Makati. The subject matter of
the instant petition, on the other hand, are Lots 4 and
5, Block 4, of Bel Air Village. This factual finding was
affirmed by the Court of Appeals; and hence, not triable
by the SC

Disposition:

WHEREFORE, premises considered, the petition is

hereby DENIED for its failure to show any reversible
error on the part of Respondent Court. The questioned
Decision of the Court of Appeals is AFFIRMED. Costs
against petitioner.