CORPORATE NATIONALITY CORP

R.C. ADMIN OF DAVAO v. LRC HELD

G.R. No. L-8451 | Dec. 20, 1957 | Felix, J.: RELEVANT CONSTITUTIONAL PROVISIONS:
Determining Nationality of Corporation Sole PHIL. CONST. art. XIII (now XII), § 5: Save in cases of
hereditary succession, no private agricultural land shall
FACTS be transferred or assigned except to individuals,
RODIS, A FILIPINO CITIZEN, SOLD A PARCEL OF LAND corporations, or associations qualified to acquire or hold
TO THE RC. ADMIN OF DAVAO (RCA DAVAO), A lands of the public domain in the Philippines.
CORPORATE SOLE WITH A CANADIAN INCUMBENT.
On October 4, 1954, Mateo L. Rodis, a Filipino citizen and PHIL. CONST. art. XIII (now XII), § 1: All agricultural,
resident of the City of Davao, executed a deed of sale of a timber, and mineral lands of the public domain, water,
parcel of land located in the same city covered by minerals, coal, petroleum, and other mineral oils, all
Transfer Certificate No. 2263, in favor of the Roman forces of potential energy, and other natural resources
Catholic Apostolic Administrator of Davao Inc., s of the Philippines belong to the State, and their
corporation sole organized and existing in accordance disposition, exploitation, development, or utilization
with Philippine Laws, with Msgr. Clovis Thibault, a shall be limited to cititzens of the Philippines, or to
Canadian citizen, as actual incumbent. corporations or associations at least sixty per centum of
the capital of which is owned by such citizens, SUBJECT TO
WHEN RCA DAVAO PRESTENTED THE DEED OF SALE ANY EXISTING RIGHT, grant, lease, or concession AT
TO THE RoD FOR REGISTRATION, THE LATTER, THE TIME OF THE INAUGURATION OF THE
THRU A LETTER, REQUIRED RCA DAVAO TO SUBMIT GOVERNMENT ESTABLISHED UNDER CONSTITUTION.
AN AFFIDAVIT DECLARING THAT 60% OF ITS
MEMBERS WERE FILIPINO CITIZENS. RCA DAVAO’S CONTENTIONS
The vendee in the letter dated June 28, 1954, expressed RCA DAVAO: The Corporation Law and the Canon Law
willingness to submit an affidavit, but not in the same are explicit in their provisions that a corporation sole or
manner as a previous case involving the Carmelite Nuns "ordinary" is not the owner of the of the properties that
of Davao where the latter sought to register land that he may acquire but merely the administrator thereof.
would be owned by their congregation. In this case, the
totality of the Catholic population of Davao would Petitioner explained that as a religious society or
become the owner of the property bought to be organization, [the Catholic Church] is made up of 2
registered. elements or divisions — the clergy or religious members
and the faithful or lay members. The 1948 figures of the
RoD ELEVATED THE MATTER EN CONSULTA TO THE Bureau of Census showed that there were 277,551
LAND REG COMMISSIONER (LRC). LRC RULED THAT Catholics in Davao and aliens residing therein numbered
RCA DAVAO WAS NOT QUALIFIED TO HOLD PRIVATE 3,465. Ever granting that all these foreigners are
LANDS PURSUANT TO THE CONSTITUTION. Catholics, Filipino citizens form more than 80 per cent of
A resolution was rendered on September 21, 1954, the entire Catholics population of that area.
holding that in view of the provisions of Section 1 and 5
of Article XIII of the Philippine Constitution, the vendee CORPORATION LAW ANC CANON LAW SIDES WITH
was not qualified to acquire private lands in the RCA DAVAO’S INTERPRETATION ON OWNERSHIP
Philippines in the absence of proof that at least 60 per A corporation sole is a special form of corporation
centum of the capital, property, or assets of the Roman usually associated with the clergy. Conceived and
Catholic Apostolic Administrator of Davao, Inc., was introduced into the common law by sheer necessity, this
actually owned or controlled by Filipino citizens, there legal creation which was referred to as "that unhappy
being no question that the present incumbent of the freak of English law" was designed to facilitate the
corporation sole was a Canadian citizen. exercise of the functions of ownership carried on by the
clerics for and on behalf of the church which was
Section 159 of the Corporation Law relied upon by the regarded as the property owner (See I Couvier's Law
vendee was rendered operative by the aforementioned Dictionary, p. 682-683).
provisions of the Constitution with respect to real estate,
unless the precise condition set therein — that at least SEC. 154, Corporation Law. — For the administration of
60 per cent of its capital is owned by Filipino citizens — the temporalities of any religious denomination, society
be present, and, therefore, ordered the Registered Deeds or church and the management of the estates and the
of Davao to deny registration of the deed of sale in the properties thereof, it shall be lawful for the bishop, chief
absence of proof of compliance with such condition. priest, or presiding either of any such religious
denomination, society or church to become a
CONSEQUENTLY, RCA DAVAO FILED A PETITION FOR corporation sole, unless inconsistent wit the rules,
MANDAMUS WITH THE SC. regulations or discipline of his religious denomination,
society or church or forbidden by competent authority
ISSUE thereof.
W/N RCA Davao is entitled to hold private lands [YES]

MASANGKAY - RAZON - SANCHEZ

CORPORATE NATIONALITY CORP
At first, this corporation sole administered all the
PROPERTY IS HELD IN TRUST BY THE temporalities of the church existing or located in the
ADMINISTRATION AND OWNED BY THE PEOPLE. island of Mindanao. Later on, however, new dioceses
FURTHER, THE NATIONALITY OF THE were formed and new corporations sole were created to
CORPORATION SOLE IS DISTINCT FROM THAT OF correspond with the territorial jurisdiction of the new
THE PERSON HIMSELF. ANALOGY USED: POPE dioceses, one of them being petitioner herein, the Roman
Canon Law: The bishops or archbishops, as the case may Catholic Apostolic Administrator of Davao, Inc., which
be, as corporation's sole are merely administrators of the was registered with the Securities and Exchange
church properties that come to their possession, in Commission on September 12, 1950.
which they hold in trust for the church. It can also be said
that while it is true that church properties could be A CORPORATION SOLE CAN PURCHASE AND SELL
administered by natural persons, problems regarding REAL ESTATE FOR ITS CHURCH.
succession to said properties cannot be avoided to rise SECTION 159. Any corporation sole may purchase and
upon his death. Through this legal fiction, however, hold real estate and personal; property for its church,
church properties acquired by the incumbent of a charitable, benevolent, or educational purposes, and
corporation sole pass, by operation of law, upon his may receive bequests or gifts of such purposes. It can,
death not his personal heirs but to his successor in office. therefore, be noticed that the power of a corporation
sole to purchase real property, like the power exercised
We have to realize that although there is a fraternity in the case at bar, it is not restricted although the power
among all the catholic countries and the dioceses therein to sell or mortgage sometimes is, depending upon the
all over the globe, the universality that the word rules, regulations, and discipline of the church
"catholic" implies, merely characterize their faith, a concerned represented by said corporation sole.
uniformity in the practice and the interpretation of their
dogma and in the exercise of their belief, but certainly If corporations sole can purchase and sell real estate for
they are separate and independent from one another in its church, charitable, benevolent, or educational
jurisdiction, governed by different laws. purposes, can they register said real properties?

To allow theory that the Roman Catholic Churches all Indeed it is absurd that while the corporations sole that
over the world follow the citizenship of their Supreme might be in need of acquiring lands for the erection of
Head, the Pontifical Father, would lead to the absurdity temples where the faithful can pray, or schools and
of finding the citizens of a country who embrace the cemeteries which they are expressly authorized by law
Catholic faith and become members of that religious to acquire in connection with the propagation of the
society, likewise citizens of the Vatican or of Italy. And Roman Catholic Apostolic faith or in furtherance of their
this is more so if We consider that the Pope himself may freedom of religion they could not register said
be an Italian or national of any other country of the properties in their name.
world. The same thing be said with regard to the
nationality or citizenship of the corporation sole created THE CORPORATION SOLE WAS ORIGINALLY NOT
under the laws of the Philippines, which is not altered by INTENDED BY THE FRAMERS, BUT RCA DAVAO HAS
the change of citizenship of the incumbent bishops or THE RIGHT TO ACQUIRE BY PURCHASE REAL
head of said corporation sole. CPROPERTIES FOR CHARITABLE PURPOSES.
The framers of the Constitution had not in mind the
In matters regarding property belonging to the corporations sole, nor intended to apply them the
Universal Church and to the Apostolic See, the Supreme provisions of section 1 and 5 of said Article XIII when
Pontiff exercises his office of supreme administrator they passed and approved the same.
through the Roman Curia; in matters regarding other
church property, through the administrators of the Petitioner, the Roman Catholic Apostolic Administrator
individual moral persons in the Church according to that of Davao, Inc., could not be deprived of the right to
norms, laid down in the Code of Cannon Law. This does acquire by purchase or donation real properties for
not mean, however, that the Roman Pontiff is the owner of charitable, benevolent and educational purposes, nor of
all the church property; but merely that he is the supreme the right to register the same in its name with the
guardian (Bouscaren and Ellis, Cannon Law, A Text and Register of Deeds of Davao, an indispensable requisite
Commentary, p. 764). prescribed by the Land Registration Act for lands
covered by the Torrens system.
RCA DAVAO IS QUALIFIED TO ACQUIRE PRIVATE
AGRICULTURAL LANDS IN THE PHILIPPINES That under the law the nationality of said Ordinary or of
The Roman Catholic Bishop of Zamboanga was any administrator has absolutely no bearing on the
incorporated (as a corporation sole) in September, 1912, nationality of the person desiring to acquire real
principally to administer its temporalities and manage its property in the Philippines by purchase or other lawful
properties. Probably due to the ravages of the last war, means other than by hereditary succession, who
its articles of incorporation were reconstructed in the according to the Constitution must be a Filipino
Securities and Exchange Commission on April 8, 1948. (sections 1 and 5, Article XIII).
MASANGKAY - RAZON - SANCHEZ