EN BANC [G.R. No. 100152. March 31, 2000] ACEBEDO OPTICAL COMPANY, INC., petitioner, vs.

THE HONORABLE COURT OF APPEALS, Hon. MAMINDIARA MANGOTARA, in his capacity as Presiding Judge of the RTC, 12th Judicial Region, Br. 1, Iligan City; SAMAHANG OPTOMETRIST Sa PILIPINAS - Iligan City Chapter, LEO T. CAHANAP, City Legal Officer, and Hon. CAMILO P. CABILI, City Mayor of Iligan, respondents. DECISION PURISIMA, J.: At bar is a petition for review under Rule 45 of the Rules of Court seeking to nullify the dismissal by the Court of Appeals of the original petition for certiorari, prohibition and mandamus filed by the herein petitioner against the City Mayor and City Legal Officer of Iligan and the Samahang Optometrist sa Pilipinas - Iligan Chapter (SOPI, for brevity). The antecedent facts leading to the filing of the instant petition are as follows: Petitioner applied with the Office of the City Mayor of Iligan for a business permit. After consideration of petitioners application and the opposition interposed thereto by local optometrists, respondent City Mayor issued Business Permit No. 5342 subject to the following conditions: 1. Since it is a corporation, Acebedo cannot put up an optical clinic but only a commercial store; 2. Acebedo cannot examine and/or prescribe reading and similar optical glasses for patients, because these are functions of optical clinics; 3. Acebedo cannot sell reading and similar eyeglasses without a prescription having first been made by an independent optometrist (not its employee) or independent optical clinic. Acebedo can only sell directly to the public, without need of a prescription, Ray-Ban and similar eyeglasses; 4. Acebedo cannot advertise optical lenses and eyeglasses, but can advertise Ray-Ban and similar glasses and frames; 5. Acebedo is allowed to grind lenses but only upon the prescription of an independent optometrist.i[1] On December 5, 1988, private respondent Samahan ng Optometrist Sa Pilipinas (SOPI), Iligan Chapter, through its Acting President, Dr. Frances B. Apostol, lodged a complaint against the petitioner before the Office of the City Mayor, alleging that Acebedo had violated the conditions set forth in its business permit and requesting the cancellation and/or revocation of such permit. Acting on such complaint, then City Mayor Camilo P. Cabili designated City Legal Officer Leo T. Cahanap to conduct an investigation on the matter. On July 12, 1989, respondent City Legal Officer submitted a report to the City Mayor finding the herein petitioner guilty of violating all the conditions of its business permit and recommending the disqualification of petitioner from operating its business in Iligan City. The report further advised that no new permit shall be granted to petitioner for the year 1989 and should only be given time to wind up its affairs. On July 19, 1989, the City Mayor sent petitioner a Notice of Resolution and Cancellation of Business Permit effective as of said date and giving petitioner three (3) months to wind up its affairs. On October 17, 1989, petitioner brought a petition for certiorari, prohibition and mandamus with prayer for restraining order/preliminary injunction against the respondents, City Mayor, City Legal Officer and Samahan ng Optometrists sa Pilipinas-Iligan City Chapter (SOPI), docketed as Civil Case No. 1497 before the Regional Trial Court of Iligan City, Branch I. Petitioner alleged that (1) it was denied due process because it was not given an opportunity to present its evidence during the investigation conducted by the City Legal Officer; (2) it was denied equal protection of the laws as the limitations imposed on its business permit were not imposed on similar businesses in Iligan City; (3) the City Mayor had no authority to impose the special conditions on its business permit; and (4) the City Legal Officer had no authority to conduct the investigation as the matter falls within the exclusive jurisdiction of the Professional Regulation Commission and the Board of Optometry. Respondent SOPI interposed a Motion to Dismiss the Petition on the ground of non-exhaustion of administrative remedies but on November 24, 1989, Presiding Judge Mamindiara P. Mangotara deferred resolution of such Motion to Dismiss until after trial of the case on the merits. However, the prayer for a writ of preliminary injunction was granted. Thereafter, respondent SOPI filed its answer. On May 30, 1990, the trial court dismissed the petition for failure to exhaust administrative remedies, and dissolved the writ of preliminary injunction it earlier issued. Petitioners motion for reconsideration met the same fate. It was denied by an Order dated June 28, 1990. On October 3, 1990, instead of taking an appeal, petitioner filed a petition for certiorari, prohibition and mandamus with the Court of Appeals seeking to set aside the questioned Order of Dismissal, branding the same as tainted with grave abuse of discretion on the part of the trial court. On January 24, 1991, the Ninth Divisionii[2] of the Court of Appeals dismissed the petition for lack of merit. Petitioners motion reconsideration was also denied in the Resolution dated May 15, 1991. Undaunted, petitioner has come before this court via the present petition, theorizing that: A. THE RESPONDENT COURT, WHILE CORRECTLY HOLDING THAT THE RESPONDENT CITY MAYOR ACTED BEYOND HIS AUTHORITY IN IMPOSING THE SPECIAL CONDITIONS IN THE PERMIT AS THEY HAD NO BASIS IN ANY LAW OR ORDINANCE, ERRED IN HOLDING THAT THE SAID SPECIAL CONDITIONS NEVERTHELESS BECAME BINDING ON PETITIONER UPON ITS ACCEPTANCE THEREOF AS A PRIVATE AGREEMENT OR CONTRACT. B. THE RESPONDENT COURT OF APPEALS ERRED IN HOLDING THAT THE CONTRACT BETWEEN PETITIONER AND THE CITY OF ILIGAN WAS ENTERED INTO BY THE LATTER IN THE PERFORMANCE OF ITS PROPRIETARY FUNCTIONS. The petition is impressed with merit. Although petitioner agrees with the finding of the Court of Appeals that respondent City Mayor acted beyond the scope of his authority in imposing the assailed conditions in subject business permit, it has excepted to the ruling of the Court of Appeals that the

said conditions nonetheless became binding on petitioner, once accepted, as a private agreement or contract. Petitioner maintains that the said special conditions are null and void for being ultra vires and cannot be given effect; and therefore, the principle of estoppel cannot apply against it. On the other hand, the public respondents, City Mayor and City Legal Officer, private respondent SOPI and the Office of the Solicitor General contend that as a valid exercise of police power, respondent City Mayor has the authority to impose, as he did, special conditions in the grant of business permits. Police power as an inherent attribute of sovereignty is the power to prescribe regulations to promote the health, morals, peace, education, good order or safety and general welfare of the people.iii[3] The State, through the legislature, has delegated the exercise of police power to local government units, as agencies of the State, in order to effectively accomplish and carry out the declared objects of their creation.iv[4] This delegation of police power is embodied in the general welfare clause of the Local Government Code which provides: Sec. 16. General Welfare. - Every local government unit shall exercise the powers expressly granted, those necessarily implied therefrom, as well as powers necessary, appropriate, or incidental for its efficient and effective governance, and those which are essential to the promotion of the general welfare. Within their respective territorial jurisdictions, local government units shall ensure and support, among other things, the preservation and enrichment of culture, promote health and safety, enhance the right of the people to a balanced ecology, encourage and support the development of appropriate and self-reliant scientific and technological capabilities, improve public morals, enhance economic prosperity and social justice, promote full employment among their residents, maintain peace and order, and preserve the comfort and convenience of their inhabitants. The scope of police power has been held to be so comprehensive as to encompass almost all matters affecting the health, safety, peace, order, morals, comfort and convenience of the community. Police power is essentially regulatory in nature and the power to issue licenses or grant business permits, if exercised for a regulatory and not revenue-raising purpose, is within the ambit of this power.v[5] The authority of city mayors to issue or grant licenses and business permits is beyond cavil. It is provided for by law. Section 171, paragraph 2 (n) of Batas Pambansa Bilang 337 otherwise known as the Local Government Code of 1983, reads: Sec. 171. The City Mayor shall: xxx n) Grant or refuse to grant, pursuant to law, city licenses or permits, and revoke the same for violation of law or ordinance or the conditions upon which they are granted. However, the power to grant or issue licenses or business permits must always be exercised in accordance with law, with utmost observance of the rights of all concerned to due process and equal protection of the law. Succinct and in point is the ruling of this Court, that: "x x x While a business may be regulated, such regulation must, however, be within the bounds of reason, i. e., the regulatory ordinance must be reasonable, and its provision cannot be oppressive amounting to an arbitrary interference with the business or calling subject of regulation. A lawful business or calling may not, under the guise of regulation, be unreasonably interfered with even by the exercise of police power. xxx xxx xxx xxx xxx The exercise of police power by the local government is valid unless it contravenes the fundamental law of the land or an act of the legislature, or unless it is against public policy or is unreasonable, oppressive, partial, discriminating or in derogation of a common right."vi[6] In the case under consideration, the business permit granted by respondent City Mayor to petitioner was burdened with several conditions. Petitioner agrees with the holding by the Court of Appeals that respondent City Mayor acted beyond his authority in imposing such special conditions in its permit as the same have no basis in the law or ordinance. Public respondents and private respondent SOPI, on the other hand, are one in saying that the imposition of said special conditions on petitioners business permit is well within the authority of the City Mayor as a valid exercise of police power. As aptly discussed by the Solicitor General in his Comment, the power to issue licenses and permits necessarily includes the corollary power to revoke, withdraw or cancel the same. And the power to revoke or cancel, likewise includes the power to restrict through the imposition of certain conditions. In the case of Austin-Hardware, Inc. vs. Court of Appeals,vii[7] it was held that the power to license carries with it the authority to provide reasonable terms and conditions under which the licensed business shall be conducted. As the Solicitor General puts it: "If the City Mayor is empowered to grant or refuse to grant a license, which is a broader power, it stands to reason that he can also exercise a lesser power that is reasonably incidental to his express power, i. e. to restrict a license through the imposition of certain conditions, especially so that there is no positive prohibition to the exercise of such prerogative by the City Mayor, nor is there any particular official or body vested with such authority"viii[8] However, the present inquiry does not stop there, as the Solicitor General believes. The power or authority of the City Mayor to impose conditions or restrictions in the business permit is indisputable. What petitioner assails are the conditions imposed in its particular case which, it complains, amount to a confiscation of the business in which petitioner is engaged. Distinction must be made between the grant of a license or permit to do business and the issuance of a license to engage in the practice of a particular profession. The first is usually granted by the local authorities and the second is issued by the Board or Commission tasked to regulate the particular profession. A business permit authorizes the person, natural or otherwise, to engage in business or some form of commercial activity. A professional license, on the other hand, is the grant of authority to a natural person to engage in the practice or exercise of his or her profession. In the case at bar, what is sought by petitioner from respondent City Mayor is a permit to engage in the business of running an optical shop. It does not purport to seek a license to engage in the practice of optometry as a corporate body or entity, although it does have in its employ, persons who are duly licensed to practice optometry by the Board of Examiners in Optometry. The case of Samahan ng Optometrists sa Pilipinas vs. Acebedo International Corporation, G.R. No. 117097,ix[9] promulgated by this Court on March 21, 1997, is in point. The factual antecedents of that case are similar to those of the case under consideration and the issue ultimately resolved therein is exactly the same issue posed for resolution by this Court en banc.

In the said case, the Acebedo International Corporation filed with the Office of the Municipal Mayor an application for a business permit for the operation of a branch of Acebedo Optical in Candon, Ilocos Sur. The application was opposed by the Samahan ng Optometrists sa Pilipinas-Ilocos Sur Chapter, theorizing that Acebedo is a juridical entity not qualified to practice optometry. A committee was created by the Office of the Mayor to study private respondents application. Upon recommendation of the said committee, Acebedos application for a business permit was denied. Acebedo filed a petition with the Regional Trial Court but the same was dismissed. On appeal, however, the Court of Appeals reversed the trial courts disposition, prompting the Samahan ng Optometrists to elevate the matter to this Court. The First Division of this Court, then composed of Honorable Justice Teodoro Padilla, Josue Bellosillo, Jose Vitug and Santiago Kapunan, with Honorable Justice Regino Hermosisima, Jr. as ponente, denied the petition and ruled in favor of respondent Acebedo International Corporation, holding that "the fact that private respondent hires optometrists who practice their profession in the course of their employment in private respondents optical shops, does not translate into a practice of optometry by private respondent itself."x[10] The Court further elucidated that in both the old and new Optometry Law, R.A. No. 1998, superseded by R.A. No. 8050, it is significant to note that there is no prohibition against the hiring by corporations of optometrists. The Court concluded thus: "All told, there is no law that prohibits the hiring by corporations of optometrists or considers the hiring by corporations of optometrists as a practice by the corporation itself of the profession of optometry." In the present case, the objective of the imposition of subject conditions on petitioners business permit could be attained by requiring the optometrists in petitioners employ to produce a valid certificate of registration as optometrist, from the Board of Examiners in Optometry. A business permit is issued primarily to regulate the conduct of business and the City Mayor cannot, through the issuance of such permit, regulate the practice of a profession, like that of optometry. Such a function is within the exclusive domain of the administrative agency specifically empowered by law to supervise the profession, in this case the Professional Regulations Commission and the Board of Examiners in Optometry. It is significant to note that during the deliberations of the bicameral conference committee of the Senate and the House of Representatives on R.A. 8050 (Senate Bill No. 1998 and House Bill No. 14100), the committee failed to reach a consensus as to the prohibition on indirect practice of optometry by corporations. The proponent of the bill, former Senator Freddie Webb, admitted thus: "Senator Webb: xxx xxx xxx The focus of contention remains to be the proposal of prohibiting the indirect practice of optometry by corporations. We took a second look and even a third look at the issue in the bicameral conference, but a compromise remained elusive."xi[11] Former Senator Leticia Ramos-Shahani likewise voted her reservation in casting her vote: "Senator Shahani: Mr. President The optometry bills have evoked controversial views from the members of the panel. While we realize the need to uplift the standards of optometry as a profession, the consensus of both Houses was to avoid touching sensitive issues which properly belong to judicial determination. Thus, the bicameral conference committee decided to leave the issue of indirect practice of optometry and the use of trade names open to the wisdom of the Courts which are vested with the prerogative of interpreting the laws."xii[12] From the foregoing, it is thus evident that Congress has not adopted a unanimous position on the matter of prohibition of indirect practice of optometry by corporations, specifically on the hiring and employment of licensed optometrists by optical corporations. It is clear that Congress left the resolution of such issue for judicial determination, and it is therefore proper for this Court to resolve the issue. Even in the United States, jurisprudence varies and there is a conflict of opinions among the federal courts as to the right of a corporation or individual not himself licensed, to hire and employ licensed optometrists.xiii[13] Courts have distinguished between optometry as a learned profession in the category of law and medicine, and optometry as a mechanical art. And, insofar as the courts regard optometry as merely a mechanical art, they have tended to find nothing objectionable in the making and selling of eyeglasses, spectacles and lenses by corporations so long as the patient is actually examined and prescribed for by a qualified practitioner.xiv[14] The primary purpose of the statute regulating the practice of optometry is to insure that optometrical services are to be rendered by competent and licensed persons in order to protect the health and physical welfare of the people from the dangers engendered by unlicensed practice. Such purpose may be fully accomplished although the person rendering the service is employed by a corporation.xv[15] Furthermore, it was ruled that the employment of a qualified optometrist by a corporation is not against public policy.xvi[16] Unless prohibited by statutes, a corporation has all the contractual rights that an individual hasxvii[17] and it does not become the practice of medicine or optometry because of the presence of a physician or optometrist.xviii[18] The manufacturing, selling, trading and bartering of eyeglasses and spectacles as articles of merchandise do not constitute the practice of optometry. xix[19] In the case of Dvorine vs. Castelberg Jewelry Corporation,xx[20] defendant corporation conducted as part of its business, a department for the sale of eyeglasses and the furnishing of optometrical services to its clients. It employed a registered optometrist who was compensated at a regular salary and commission and who was furnished instruments and appliances needed for the work, as well as an office. In holding that the corporation was not engaged in the practice of optometry, the court ruled that there is no public policy forbidding the commercialization of optometry, as in law and medicine, and recognized the general practice of making it a commercial business by advertising and selling eyeglasses. To accomplish the objective of the regulation, a state may provide by statute that corporations cannot sell eyeglasses, spectacles, and lenses unless a duly licensed physician or a duly qualified optometrist is in charge of, and in personal attendance at the place where such articles are sold.xxi[21] In such a case, the patients primary and essential safeguard lies in the optometrists control of the "treatment" by means of prescription and preliminary and final examination.xxii[22] In analogy, it is noteworthy that private hospitals are maintained by corporations incorporated for the purpose of furnishing medical and surgical treatment. In the course of providing such treatments, these corporations employ physicians, surgeons and medical practitioners, in the same way that in the course of manufacturing and selling eyeglasses, eye frames and optical lenses, optical shops hire licensed optometrists to examine, prescribe and dispense ophthalmic lenses. No one has ever charged that these corporations are engaged in the practice of medicine. There is indeed no valid basis for treating corporations engaged in the business of running optical shops differently. It also bears stressing, as petitioner has pointed out, that the public and private respondents did not appeal from the ruling of the Court of Appeals. Consequently, the holding by the Court of Appeals that the act of respondent City Mayor in imposing the

questioned special conditions on petitioners business permit is ultra vires cannot be put into issue here by the respondents. It is well-settled that: "A party who has not appealed from the decision may not obtain any affirmative relief from the appellate court other than what he had obtain from the lower court, if any, whose decision is brought up on appeal.xxiii[23] xxx an appellee who is not an appellant may assign errors in his brief where his purpose is to maintain the judgment on other grounds, but he cannot seek modification or reversal of the judgment or affirmative relief unless he has also appealed."xxiv[24] Thus, respondents submission that the imposition of subject special conditions on petitioners business permit is not ultra vires cannot prevail over the finding and ruling by the Court of Appeals from which they (respondents) did not appeal. Anent the second assigned error, petitioner maintains that its business permit issued by the City Mayor is not a contract entered into by Iligan City in the exercise of its proprietary functions, such that although petitioner agreed to such conditions, it cannot be held in estoppel since ultra vires acts cannot be given effect. Respondents, on the other hand, agree with the ruling of the Court of Appeals that the business permit in question is in the nature of a contract between Iligan City and the herein petitioner, the terms and conditions of which are binding upon agreement, and that petitioner is estopped from questioning the same. Moreover, in the Resolution denying petitioners motion for reconsideration, the Court of Appeals held that the contract between the petitioner and the City of Iligan was entered into by the latter in the performance of its proprietary functions. This Court holds otherwise. It had occasion to rule that a license or permit is not in the nature of a contract but a special privilege. "xxx a license or a permit is not a contract between the sovereignty and the licensee or permitee, and is not a property in the constitutional sense, as to which the constitutional proscription against impairment of the obligation of contracts may extend. A license is rather in the nature of a special privilege, of a permission or authority to do what is within its terms. It is not in any way vested, permanent or absolute."xxv[25] It is therefore decisively clear that estoppel cannot apply in this case. The fact that petitioner acquiesced in the special conditions imposed by the City Mayor in subject business permit does not preclude it from challenging the said imposition, which is ultra vires or beyond the ambit of authority of respondent City Mayor. Ultra vires acts or acts which are clearly beyond the scope of ones authority are null and void and cannot be given any effect. The doctrine of estoppel cannot operate to give effect to an act which is otherwise null and void or ultra vires. The Court of Appeals erred in adjudging subject business permit as having been issued by respondent City Mayor in the performance of proprietary functions of Iligan City. As hereinabove elaborated upon, the issuance of business licenses and permits by a municipality or city is essentially regulatory in nature. The authority, which devolved upon local government units to issue or grant such licenses or permits, is essentially in the exercise of the police power of the State within the contemplation of the general welfare clause of the Local Government Code. WHEREFORE, the petition is GRANTED; the Decision of the Court of Appeals in CA-GR SP No. 22995 REVERSED; and the respondent City Mayor is hereby ordered to reissue petitioners business permit in accordance with law and with this disposition. No pronouncement as to costs. SO ORDERED. Bellosillo, Puno, Mendoza, Quisumbing, Buena, Gonzaga-Reyes, Ynares-Santiago, and De Leon, Jr., JJ., concur. Kapunan, J., see concurring opinion. Vitug, J., please see dissent. Davide, Jr., C.J., Melo, Panganiban, and Pardo, JJ., joined Mr. Justice Vitug in his dissent. FIRST DIVISION [G.R. No. 156819. December 11, 2003] ALICIA E. GALA, GUIA G. DOMINGO and RITA G. BENSON, petitioners, vs. ELLICE AGRO-INDUSTRIAL CORPORATION, MARGO MANAGEMENT AND DEVELOPMENT CORPORATION, RAUL E. GALA, VITALIANO N. AGUIRRE II, ADNAN V. ALONTO, ELIAS N. CRESENCIO, MOISES S. MANIEGO, RODOLFO B. REYNO, RENATO S. GONZALES, VICENTE C. NOLAN, NESTOR N. BATICULON, respondents. DECISION YNARES-SANTIAGO, J.: This is a petition for review under Rule 45 of the Rules of Court, seeking the reversal of the decision dated November 8, 2002xxvi[1] and the resolution dated December 27, 2002xxvii[2] of the Court of Appeals in CA-G.R. SP No. 71979. On March 28, 1979, the spouses Manuel and Alicia Gala, their children Guia Domingo, Ofelia Gala, Raul Gala, and Rita Benson, and their encargados Virgilio Galeon and Julian Jader formed and organized the Ellice Agro-Industrial Corporation.xxviii[3] The total subscribed capital stock of the corporation was apportioned as follows: Name Number of Shares Amount Manuel R. Gala 11, 700 1,170,000.00 Alicia E. Gala 23,200 2,320,000.00 Guia G. Domingo 16 1,600.00 Ofelia E. Gala 40 4,000.00 Raul E. Gala 40 4,000.00 Rita G. Benson 2 200.00 Virgilio Galeon 1 100.00 Julian Jader 1 100.00 TOTAL 35,000 P3,500,000.00xxix[4] As payment for their subscriptions, the Gala spouses transferred several parcels of land located in the provinces of Quezon and Laguna to Ellice. xxx[5] In 1982, Manuel Gala, Alicia Gala and Ofelia Gala subscribed to an additional 3,299 shares, 10,652.5 shares and 286.5 shares, respectively. xxxi[6] On June 28, 1982, Manuel Gala and Alicia Gala acquired an additional 550 shares and 281 shares, respectively. xxxii[7]

Subsequently, on September 16, 1982, Guia Domingo, Ofelia Gala, Raul Gala, Virgilio Galeon and Julian Jader incorporated the Margo Management and Development Corporation (Margo). xxxiii[8] The total subscribed capital stock of Margo was apportioned as follows: Name Number of Shares Amount Raul E. Gala 6,640 66,400.00 Ofelia E. Gala 6,640 66,400.00 Guia G. Domingo 6,640 66,400.00 Virgilio Galeon 40 40.00 Julian Jader 40 40.00 TOTAL 20,000 P200,000.00xxxiv[9] On November 10, 1982, Manuel Gala sold 13,314 of his shares in Ellice to Margo. xxxv[10] Alicia Gala transferred 1,000 of her shares in Ellice to a certain Victor de Villa on March 2, 1983. That same day, de Villa transferred said shares to Margo. xxxvi[11] A few months later, on August 28, 1983, Alicia Gala transferred 854.3 of her shares to Ofelia Gala, 500 to Guia Domingo and 500 to Raul Gala. xxxvii[12] Years later, on February 8, 1988, Manuel Gala transferred all of his remaining holdings in Ellice, amounting to 2,164 shares, to Raul Gala. xxxviii[13] On July 20, 1988, Alicia Gala transferred 10,000 of her shares to Margo. xxxix[14] Thus, as of the date on which this case was commenced, the stockholdings in Ellice were allocated as follows: Name Number of Shares Amount Margo 24,312.5 2,431,250.00 Alicia Gala 21,480.2 2,148,020.00 Raul Gala 2,704.5 270,450.00 Ofelia Gala 980.8 98,080.00 Gina Domingo 516 51,600.00 Rita Benson 2 200.00 Virgilio Galeon 1 100.00 Julian Jader 1 100.00 Adnan Alonto 1 100.00 Elias Cresencio 1 100.00 TOTAL 50,000 P5,000,000.00 On June 23, 1990, a special stockholders meeting of Margo was held, where a new board of directors was elected. xl[15] That same day, the newly-elected board elected a new set of officers. Raul Gala was elected as chairman, president and general manager. During the meeting, the board approved several actions, including the commencement of proceedings to annul certain dispositions of Margos property made by Alicia Gala. The board also resolved to change the name of the corporation to MRG Management and Development Corporation. xli[16] Similarly, a special stockholders meeting of Ellice was held on August 24, 1990 to elect a new board of directors. In the ensuing organizational meeting later that day, a new set of corporate officers was elected. Likewise, Raul Gala was elected as chairman, president and general manager. On March 27, 1990, respondents filed against petitioners with the Securities and Exchange Commission (SEC) a petition for the appointment of a management committee or receiver, accounting and restitution by the directors and officers, and the dissolution of Ellice Agro-Industrial Corporation for alleged mismanagement, diversion of funds, financial losses and the dissipation of assets, docketed as SEC Case No. 3747. xlii[17] The petition was amended to delete the prayer for the appointment of a management committee or receiver and for the dissolution of Ellice. Additionally, respondents prayed that they be allowed to inspect the corporate books and documents of Ellice. xliii[18] In turn, petitioners initiated a complaint against the respondents on June 26, 1991, docketed as SEC Case No. 4027, praying for, among others, the nullification of the elections of directors and officers of both Margo Management and Development Corporation and Ellice Industrial Corporation; the nullification of all board resolutions issued by Margo from June 23, 1990 up to the present and all board resolutions issued by Ellice from August 24, 1990 up to the present; and the return of all titles to real property in the name of Margo and Ellice, as well as all corporate papers and records of both Margo and Ellice which are in the possession and control of the respondents. xliv[19] The two cases were consolidated in an Order dated November 23, 1993. xlv[20] Meanwhile, during the pendency of the SEC cases, the shares of stock of Alicia and Ofelia Gala in Ellice were levied and sold at public auction to satisfy a judgment rendered against them by he Regional Trial Court of Makati, Branch 66, in Civil Case No. 42560, entitled Regines Condominium v. Ofelia (Gala) Panes and Alicia Gala. xlvi[21] On November 3, 1998, the SEC rendered a Joint Decision in SEC Cases Nos. 3747 and 4027, the dispositive portion of which states: WHEREFORE, premises considered, judgment is hereby rendered, as follows: 1. Dismissing the petition in SEC Case No. 3747, 2. Issuing the following orders in SEC Case No. 4027; (a) Enjoining herein respondents to perform corporate acts of both Ellice and Margo, as directors and officers thereof. (b) Nullifying the election of the new sets of Board of Directors and Officers of Ellice and Margo from June 23, 1990 to the present, and that of Ellice from August 24, 1990 to the present. (c) Ordering the respondent Raul Gala to return all the titles of real properties in the names of Ellice and Margo which were unlawfully taken and held by him. (d) Directing the respondents to return to herein petitioners all corporate papers, records of both Ellice and Margo which are in their possession and control. SO ORDERED. xlvii[22] Respondents appealed to the SEC En Banc, which, on July 4, 2002, rendered its Decision, the decretal portion of which reads:

WHEREFORE, the Decision of the Hearing Officer dated November 3, 1998 is hereby REVERSED and SET ASIDE and a new one hereby rendered granting the appeal, upholding the Amended Petition in SEC Case No. 3747, and dismissing the Petition with Prayer for Issuance of Preliminary Restraining Order and granting the Compulsory Counterclaim in SEC Case No. 4027. Accordingly, appellees Alicia Gala and Guia G. Domingo are ordered as follows: (1) jointly and solidarily pay ELLICE and/or MARGO the amount of P700,000.00 representing the consideration for the unauthorized sale of a parcel of land to Lucky Homes and Development Corporation (Exhs. N and CCC); (2) jointly and severally pay ELLICE and MARGO the proceeds of sales of agricultural products averaging P120,000.00 per month from February 17, 1988; (3) jointly and severally indemnify the appellants P90,000.00 as attorneys fees; (4) jointly and solidarily pay the costs of suit; (5) turn over to the individual appellants the corporate records of ELLICE and MARGO in their possession; and (6) desist and refrain from interfering with the management of ELLICE and MARGO. SO ORDERED. xlviii[23] Petitioners filed a petition for review with the Court of Appeals which dismissed the petition for review and affirmed the decision of the SEC En Banc. xlix[24] Hence, this petition, raising the following issues: I WHETHER OR NOT THE LOWER COURT ERRED IN NOT DECLARING AS ILLEGAL AND CONTRARY TO PUBLIC POLICY THE PURPOSES AND MANNER IN WHICH RESPONDENT CORPORATIONS WERE ORGANIZED WHICH WERE, E.G. TO (1) PREVENT THE GALA ESTATE FROM BEING BROUGHT UNDER THE COVERAGE (SIC) OF THE COMPREHENSIVE AGRARIAN REFORM PROGRAM (CARP) AND (2) PURPORTEDLY FOR ESTATE PLANNING. II WHETHER OR NOT THE LOWER COURT ERRED (1) IN SUSPICIOUSLY RESOLVING THE CASE WITHIN TWO (2) DAYS FROM RECEIPT OF RESPONDENTS COMMENT; AND (2) IN NOT MAKING A DETERMINATION OF THE ISSUES OF FACTS AND INSTEAD RITUALLY CITING THE FACTUAL FINDINGS OF THE COMMISSION A QUO WITHOUT DISCUSSION AND ANALYSIS; III WHETHER OR NOT THE LOWER COURT ERRED IN RULING THAT THE ORGANIZATION OF RESPONDENT CORPORATIONS WAS NOT ILLEGAL FOR DEPRIVING PETITIONER RITA G. BENSON OF HER LEGITIME. IV WHETHER OR NOT THE LOWER COURT ERRED IN NOT PIERCING THE VEILS OF CORPORATE FICTION OF RESPONDENTS CORPORATIONS ELLICE AND MARGO. l[25] In essence, petitioners want this Court to disregard the separate juridical personalities of Ellice and Margo for the purpose of treating all property purportedly owned by said corporations as property solely owned by the Gala spouses. The petitioners first contention in support of this theory is that the purposes for which Ellice and Margo were organized should be declared as illegal and contrary to public policy. They claim that the respondents never pursued exemption from land reform coverage in good faith and instead merely used the corporations as tools to circumvent land reform laws and to avoid estate taxes. Specifically, they point out that respondents have not shown that the transfers of the land in favor of Ellice were executed in compliance with the requirements of Section 13 of R.A. 3844.li[26] Furthermore, they alleged that respondent corporations were run without any of the conventional corporate formalities. lii[27] At the outset, the Court holds that petitioners contentions impugning the legality of the purposes for which Ellice and Margo were organized, amount to collateral attacks which are prohibited in this jurisdiction. liii[28] The best proof of the purpose of a corporation is its articles of incorporation and by-laws. The articles of incorporation must state the primary and secondary purposes of the corporation, while the by-laws outline the administrative organization of the corporation, which, in turn, is supposed to insure or facilitate the accomplishment of said purpose. liv[29] In the case at bar, a perusal of the Articles of Incorporation of Ellice and Margo shows no sign of the allegedly illegal purposes that petitioners are complaining of. It is well to note that, if a corporations purpose, as stated in the Articles of Incorporation, is lawful, then the SEC has no authority to inquire whether the corporation has purposes other than those stated, and mandamus will lie to compel it to issue the certificate of incorporation. lv[30] Assuming there was even a grain of truth to the petitioners claims regarding the legality of what are alleged to be the corporations true purposes, we are still precluded from granting them relief. We cannot address here their concerns regarding circumvention of land reform laws, for the doctrine of primary jurisdiction precludes a court from arrogating unto itself the authority to resolve a controversy the jurisdiction over which is initially lodged with an administrative body of special competence.lvi[31] Since primary jurisdiction over any violation of Section 13 of Republic Act No. 3844 that may have been committed is vested in the Department of Agrarian Reform Adjudication Board (DARAB),lvii[32] then it is with said administrative agency that the petitioners must first plead their case. With regard to their claim that Ellice and Margo were meant to be used as mere tools for the avoidance of estate taxes, suffice it say that the legal right of a taxpayer to reduce the amount of what otherwise could be his taxes or altogether avoid them, by means which the law permits, cannot be doubted. lviii[33] The petitioners allegation that Ellice and Margo were run without any of the typical corporate formalities, even if true, would not merit the grant of any of the relief set forth in their prayer. We cannot disregard the corporate entities of Ellice and Margo on this ground. At most, such allegations, if proven to be true, should be addressed in an administrative case before the SEC. lix[34] Thus, even if Ellice and Margo were organized for the purpose of exempting the properties of the Gala spouses from the coverage of land reform legislation and avoiding estate taxes, we cannot disregard their separate juridical personalities. Next, petitioners make much of the fact that the Court of Appeals promulgated its assailed Decision a mere two days from the time the respondents filed their Comment. They alleged that the appellate court could not have made a deliberate study of the factual questions in the case, considering the sheer volume of evidence available. lx[35] In support of this allegation, they point out that the Court of Appeals merely adopted the factual findings of the SEC En Banc verbatim, without deliberation and analysis. lxi[36] In People v. Mercado, lxii[37] we ruled that the speed with which a lower court disposes of a case cannot thus be attributed to the injudicious performance of its function. Indeed, magistrates are not supposed to study a case only after all the pertinent pleadings have been filed. It is a mark of diligence and devotion to duty that jurists study a case long before the deadline set for the

promulgation of their decision has arrived. The two-day period between the filing of petitioners Comment and the promulgation of the decision was sufficient time to consider their arguments and to incorporate these in the decision. As long as the lower court does not sacrifice the orderly administration of justice in favor of a speedy but reckless disposition of a case, it cannot be taken to task for rendering its decision with due dispatch. The Court of Appeals in this intra-corporate controversy committed no reversible error and, consequently, its decision should be affirmed. lxiii[38] Verily, if such swift disposition of a case is considered a non-issue in cases where the life or liberty of a person is at stake, then we see no reason why the same principle cannot apply when only private rights are involved. Furthermore, well-settled is the rule that the factual findings of the Court of Appeals are conclusive on the parties and are not reviewable by the Supreme Court. They carry even more weight when the Court of Appeals affirms the factual findings of a lower fact-finding body.lxiv[39] Likewise, the findings of fact of administrative bodies, such as the SEC, will not be interfered with by the courts in the absence of grave abuse of discretion on the part of said agencies, or unless the aforementioned findings are not supported by substantial evidence. lxv[40] However, in the interest of equity, this Court has reviewed the factual findings of the SEC En Banc, which were affirmed in toto by the Court of Appeals, and has found no cogent reason to disturb the same. Indeed, we are convinced that the arguments raised by the petitioners are nothing but unwarranted conclusions of law. Specifically, they insist that the Gala spouses never meant to part with the ownership of the shares which are in the names of their children and encargados, and that all transfers of property to these individuals are supposedly void for being absolutely simulated for lack of consideration.lxvi[41] However, as correctly held by the SEC En Banc, the transfers were only relatively simulated, inasmuch as the evident intention of the Gala spouses was to donate portions of their property to their children and encargados. lxvii[42] In an attempt to bolster their theory that the organization of the respondent corporations was illegal, the petitioners aver that the legitime pertaining to petitioners Rita G. Benson and Guia G. Domingo from the estate of their father had been subject to unwarranted reductions as a result thereof. In sum, they claim that stockholdings in Ellice which the late Manuel Gala had assigned to them were insufficient to cover their legitimes, since Benson was only given two shares while Domingo received only sixteen shares out of a total number of 35,000 issued shares. lxviii[43] Moreover, the reliefs sought by petitioners should have been raised in a proceeding for settlement of estate, rather than in the present intra-corporate controversy. If they are genuinely interested in securing that part of their late fathers property which has been reserved for them in their capacity as compulsory heirs, then they should simply exercise their actio ad supplendam legitimam, or their right of completion of legitime.lxix[44] Such relief must be sought during the distribution and partition stage of a case for the settlement of the estate of Manuel Gala, filed before a court which has taken jurisdiction over the settlement of said estate. lxx[45] Finally, the petitioners pray that the veil of corporate fiction that shroud both Ellice and Margo be pierced, consistent with their earlier allegation that both corporations were formed for purposes contrary to law and public policy. In sum, they submit that the respondent corporations are mere business conduits of the deceased Manuel Gala and thus may be disregarded to prevent injustice, the distortion or hiding of the truth or the letting in of a just defense. lxxi[46] However, to warrant resort to the extraordinary remedy of piercing the veil of corporate fiction, there must be proof that the corporation is being used as a cloak or cover for fraud or illegality, or to work injustice, lxxii[47] and the petitioners have failed to prove that Ellice and Margo were being used thus. They have not presented any evidence to show how the separate juridical entities of Ellice and Margo were used by the respondents to commit fraudulent, illegal or unjust acts. Hence, this contention, too, must fail. On June 5, 2003, the petitioners filed a Reply, where, aside from reiterating the contentions raised in their Petition, they averred that there is no proof that either capital gains taxes or documentary stamp taxes were paid in the series of transfers of Ellice and Margo shares. Thus, they invoke Sections 176 and 201 of the National Internal Revenue Code, which would bar the presentation or admission into evidence of any document that purports to transfer any benefit derived from certificates of stock if the requisite documentary stamps have not been affixed thereto and cancelled. Curiously, the petitioners never raised this issue before the SEC Hearing Officer, the SEC En Banc or the Court of Appeals. Thus, we are precluded from passing upon the same for, as a rule, no question will be entertained on appeal unless it has been raised in the court below, for points of law, theories, issues and arguments not brought to the attention of the lower court need not be, and ordinarily will not be, considered by a reviewing court, as they cannot be raised for the first time at that late stage. Basic considerations of due process impel this rule.lxxiii[48] Furthermore, even if these allegations were proven to be true, such facts would not render the underlying transactions void, for these instruments would not be the sole means, much less the best means, by which the existence of these transactions could be proved. For this purpose, the books and records of a corporation, which include the stock and transfer book, are generally admissible in evidence in favor of or against the corporation and its members. They can be used to prove corporate acts, a corporations financial status and other matters, including ones status as a stockholder. Most importantly, these books and records are, ordinarily, the best evidence of corporate acts and proceedings.lxxiv[49] Thus, reference to these should have been made before the SEC Hearing Officer, for this Court will not entertain this belated questioning of the evidence now. It is always sad to see families torn apart by money matters and property disputes. The concept of a close corporation organized for the purpose of running a family business or managing family property has formed the backbone of Philippine commerce and industry. Through this device, Filipino families have been able to turn their humble, hard-earned life savings into going concerns capable of providing them and their families with a modicum of material comfort and financial security as a reward for years of hard work. A family corporation should serve as a rallying point for family unity and prosperity, not as a flashpoint for familial strife. It is hoped that people reacquaint themselves with the concepts of mutual aid and security that are the original driving forces behind the formation of family corporations and use these tenets in order to facilitate more civil, if not more amicable, settlements of family corporate disputes. WHEREFORE, in view of the foregoing, the petition is DENIED. The Decision dated November 8, 2002 and the Resolution dated December 27, 2002, both of the Court of Appeals, are AFFIRMED. Costs against petitioners. SO ORDERED. Davide, Jr., C.J., Panganiban, Carpio, and Azcuna, JJ., concur. SECOND DIVISION [G.R. No. 122174. October 3, 2002] INDUSTRIAL REFRACTORIES CORPORATION OF THE PHILIPPINES, petitioner, vs. COURT OF APPEALS, SECURITIES AND EXCHANGE COMMISSION and REFRACTORIES CORPORATION OF THE PHILIPPINES, respondents.

DECISION AUSTRIA-MARTINEZ, J.: Filed before us is a petition for review on certiorari under Rule 45 of the Rules of Court assailing the Decision of the Court of Appeals in CA-G.R. SP No. 35056, denying due course and dismissing the petition filed by Industrial Refractories Corp. of the Philippines (IRCP). Respondent Refractories Corporation of the Philippines (RCP) is a corporation duly organized on October 13, 1976 for the purpose of engaging in the business of manufacturing, producing, selling, exporting and otherwise dealing in any and all refractory bricks, its by-products and derivatives. On June 22, 1977, it registered its corporate and business name with the Bureau of Domestic Trade. Petitioner IRCP on the other hand, was incorporated on August 23, 1979 originally under the name Synclaire Manufacturing Corporation. It amended its Articles of Incorporation on August 23, 1985 to change its corporate name to Industrial Refractories Corp. of the Philippines. It is engaged in the business of manufacturing all kinds of ceramics and other products, except paints and zincs. Both companies are the only local suppliers of monolithic gunning mix.lxxv[1] Discovering that petitioner was using such corporate name, respondent RCP filed on April 14, 1988 with the Securities and Exchange Commission (SEC) a petition to compel petitioner to change its corporate name on the ground that its corporate name is confusingly similar with that of petitioners such that the public may be confused or deceived into believing that they are one and the same corporation.lxxvi[2] The SEC decided in favor of respondent RCP and rendered judgment on July 23, 1993 with the following dispositive portion: WHEREFORE, judgment is hereby rendered in favor of the petitioner and against the respondent declaring the latters corporate name Industrial Refractories Corporation of the Philippines as deceptively and confusingly similar to that of petitioners corporate name Refractories Corporation of the Philippines. Accordingly, respondent is hereby directed to amend its Articles of Incorporation by deleting the name Refractories Corporation of the Philippines in its corporate name within thirty (30) days from finality of this Decision. Likewise, respondent is hereby ordered to pay the petitioner the sum of P50,000.00 as attorneys fees.lxxvii[3] Petitioner appealed to the SEC En Banc, arguing that it does not have any jurisdiction over the case, and that respondent RCP has no right to the exclusive use of its corporate name as it is composed of generic or common words.lxxviii[4] In its Decision dated July 23, 1993, the SEC En Banc modified the appealed decision in that petitioner was ordered to delete or drop from its corporate name only the word Refractories.lxxix[5] Petitioner IRCP elevated the decision of the SEC En Banc through a petition for review on certiorari to the Court of Appeals which then rendered the herein assailed decision. The appellate court upheld the jurisdiction of the SEC over the case and ruled that the corporate names of petitioner IRCP and respondent RCP are confusingly or deceptively similar, and that respondent RCP has established its prior right to use the word Refractories as its corporate name.lxxx[6] The appellate court also found that the petition was filed beyond the reglementary period.lxxxi[7] Hence, herein petition which we must deny. Petitioner contends that the petition before the Court of Appeals was timely filed. It must be noted that at the time the SEC En Banc rendered its decision on May 10, 1994, the governing rule on appeals from quasi-judicial agencies like the SEC was Supreme Court Circular No. 1-91. As provided therein, the remedy should have been a petition for review filed before the Court of Appeals within fifteen (15) days from notice, raising questions of fact, of law, or mixed questions of fact and law.lxxxii[8] A motion for reconsideration suspends the running of the period.lxxxiii[9] In the case at bench, there is a discrepancy between the dates provided by petitioner and respondent. Petitioner alleges the following dates of receipt and filing:lxxxiv[10] June 10, 1994 Receipt of SECs Decision dated May 10, 1994 June 20, 1994 Filing of Motion for Reconsideration September 1, 1994 Receipt of SECs Order dated August 3, 1994 denying petitioners motion for reconsideration September 2, 1994 Filing of Motion for extension of time September 6, 1994 Filing of Petition Respondent RCP, however, asserts that the foregoing dates are incorrect as the certifications issued by the SEC show that petitioner received the SECs Decision dated May 10, 1994 on June 9, 1994, filed the motion for reconsideration via registered mail on June 25, 1994, and received the Order dated August 3, 1994 on August 15, 1994.lxxxv[11] Thus, the petition was filed twenty-one (21) days beyond the reglementary period provided in Supreme Court Circular No. 1-91.lxxxvi[12] If reckoned from the dates supplied by petitioner, then the petition was timely filed. On the other hand, if reckoned from the dates provided by respondent RCP, then it was filed way beyond the reglementary period. On this score, we agree with the appellate courts finding that petitioner failed to rebut respondent RCPs allegations of material dates of receipt and filing.lxxxvii[13] In addition, the certifications were executed by the SEC officials based on their official recordslxxxviii[14] which enjoy the presumption of regularity.lxxxix[15] As such, these are prima facie evidence of the facts stated therein.xc[16] And based on such dates, there is no question that the petition was filed with the Court of Appeals beyond the fifteen (15) day period. On this ground alone, the instant petition should be denied as the SEC En Bancs decision had already attained finality and the SECs findings of fact, when supported by substantial evidence, is final.xci[17] Nevertheless, to set the matters at rest, we shall delve into the other issues posed by petitioner. Petitioners arguments, substantially, are as follows: (1) jurisdiction is vested with the regular courts as the present case is not one of the instances provided in P.D. 902-A; (2) respondent RCP is not entitled to use the generic name refractories; (3) there is no confusing similarity between their corporate names; and (4) there is no basis for the award of attorneys fees.xcii[18] Petitioners argument on the SECs jurisdiction over the case is utterly myopic. The jurisdiction of the SEC is not merely confined to the adjudicative functions provided in Section 5 of P.D. 902-A, as amended.xciii[19] By express mandate, it has absolute jurisdiction, supervision and control over all corporations.xciv[20] It also exercises regulatory and administrative powers to implement and enforce the Corporation Code,xcv[21] one of which is Section 18, which provides: SEC. 18. Corporate name. -- No corporate name may be allowed by the Securities and Exchange Commission if the proposed name is identical or deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law or is patently deceptive, confusing or contrary to existing laws. When a change in the corporate name is approved, the Commission shall issue an amended certificate of incorporation under the amended name.

It is the SECs duty to prevent confusion in the use of corporate names not only for the protection of the corporations involved but more so for the protection of the public, and it has authority to de-register at all times and under all circumstances corporate names which in its estimation are likely to generate confusion.xcvi[22] Clearly therefore, the present case falls within the ambit of the SECs regulatory powers.xcvii[23] Likewise untenable is petitioners argument that there is no confusing or deceptive similarity between petitioner and respondent RCPs corporate names. Section 18 of the Corporation Code expressly prohibits the use of a corporate name which is identical or deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law or is patently deceptive, confusing or contrary to existing laws. The policy behind the foregoing prohibition is to avoid fraud upon the public that will have occasion to deal with the entity concerned, the evasion of legal obligations and duties, and the reduction of difficulties of administration and supervision over corporation.xcviii[24] Pursuant thereto, the Revised Guidelines in the Approval of Corporate and Partnership Namesxcix[25] specifically requires that: (1) a corporate name shall not be identical, misleading or confusingly similar to one already registered by another corporation with the Commission;c[26] and (2) if the proposed name is similar to the name of a registered firm, the proposed name must contain at least one distinctive word different from the name of the company already registered.ci[27] As held in Philips Export B.V. vs. Court of Appeals,cii[28] to fall within the prohibition of the law, two requisites must be proven, to wit: (1) that the complainant corporation acquired a prior right over the use of such corporate name; and (2) the proposed name is either: (a) identical, or (b) deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law; or (c) patently deceptive, confusing or contrary to existing law. As regards the first requisite, it has been held that the right to the exclusive use of a corporate name with freedom from infringement by similarity is determined by priority of adoption.ciii[29] In this case, respondent RCP was incorporated on October 13, 1976 and since then has been using the corporate name Refractories Corp. of the Philippines. Meanwhile, petitioner was incorporated on August 23, 1979 originally under the name Synclaire Manufacturing Corporation. It only started using the name Industrial Refractories Corp. of the Philippines when it amended its Articles of Incorporation on August 23, 1985, or nine (9) years after respondent RCP started using its name. Thus, being the prior registrant, respondent RCP has acquired the right to use the word Refractories as part of its corporate name. Anent the second requisite, in determining the existence of confusing similarity in corporate names, the test is whether the similarity is such as to mislead a person using ordinary care and discrimination and the Court must look to the record as well as the names themselves.civ[30] Petitioners corporate name is Industrial Refractories Corp. of the Phils., while respondents is Refractories Corp. of the Phils. Obviously, both names contain the identical words Refractories, Corporation and Philippines. The only word that distinguishes petitioner from respondent RCP is the word Industrial which merely identifies a corporations general field of activities or operations. We need not linger on these two corporate names to conclude that they are patently similar that even with reasonable care and observation, confusion might arise.cv[31] It must be noted that both cater to the same clientele, i.e. the steel industry. In fact, the SEC found that there were instances when different steel companies were actually confused between the two, especially since they also have similar product packaging.cvi[32] Such findings are accorded not only great respect but even finality, and are binding upon this Court, unless it is shown that it had arbitrarily disregarded or misapprehended evidence before it to such an extent as to compel a contrary conclusion had such evidence been properly appreciated. cvii[33] And even without such proof of actual confusion between the two corporate names, it suffices that confusion is probable or likely to occur.cviii[34] Refractory materials are described as follows: Refractories are structural materials used at high temperatures to [sic] industrial furnaces. They are supplied mainly in the form of brick of standard sizes and of special shapes. Refractories also include refractory cements, bonding mortars, plastic firebrick, castables, ramming mixtures, and other bulk materials such as dead-burned grain magneside, chrome or ground ganister and special clay.cix[35] While the word refractories is a generic term, its usage is not widespread and is limited merely to the industry/trade in which it is used, and its continuous use by respondent RCP for a considerable period has made the term so closely identified with it. cx[36] Moreover, as held in the case of Ang Kaanib sa Iglesia ng Dios kay Kristo Hesus, H.S.K. sa Bansang Pilipinas, Inc. vs. Iglesia ng Dios kay Cristo Jesus, Haligi at Suhay ng Katotohanan, petitioners appropriation of respondent's corporate name cannot find justification under the generic word rule. cxi[37] A contrary ruling would encourage other corporations to adopt verbatim and register an existing and protected corporate name, to the detriment of the public.cxii[38] Finally, we find the award of P50,000.00 as attorney's fees to be fair and reasonable. Article 2208 of the Civil Code allows the award of such fees when its claimant is compelled to litigate with third persons or to incur expenses to protect its just and valid claim. In this case, despite its undertaking to change its corporate name in case another firm has acquired a prior right to use such name,cxiii[39] it refused to do so, thus compelling respondent to undergo litigation and incur expenses to protect its corporate name. WHEREFORE, the instant petition for review on certiorari is hereby DENIED for lack of merit. Costs against petitioner. SO ORDERED. Bellosillo, Acting C.J., (Chairman), Quisumbing, and Callejo, Sr., JJ., concur. Mendoza, J., on official leave.

FIRST DIVISION [G.R. No. 119002. October 19, 2000]

INTERNATIONAL EXPRESS TRAVEL & TOUR SERVICES, INC., petitioner, vs. HON. COURT OF APPEALS, HENRI KAHN, PHILIPPINE FOOTBALL FEDERATION, respondents. DECISION KAPUNAN, J.: On June 30 1989, petitioner International Express Travel and Tour Services, Inc., through its managing director, wrote a letter to the Philippine Football Federation (Federation), through its president private respondent Henri Kahn, wherein the former offered its services as a travel agency to the latter.cxiv[1] The offer was accepted. Petitioner secured the airline tickets for the trips of the athletes and officials of the Federation to the South East Asian Games in Kuala Lumpur as well as various other trips to the People's Republic of China and Brisbane. The total cost of the tickets amounted to P449,654.83. For the tickets received, the Federation made two partial payments, both in September of 1989, in the total amount of P176,467.50.cxv[2] On 4 October 1989, petitioner wrote the Federation, through the private respondent a demand letter requesting for the amount of P265,894.33.cxvi[3] On 30 October 1989, the Federation, through the Project Gintong Alay, paid the amount of P31,603.00.cxvii[4] On 27 December 1989, Henri Kahn issued a personal check in the amount of P50,000 as partial payment for the outstanding balance of the Federation.cxviii[5] Thereafter, no further payments were made despite repeated demands. This prompted petitioner to file a civil case before the Regional Trial Court of Manila. Petitioner sued Henri Kahn in his personal capacity and as President of the Federation and impleaded the Federation as an alternative defendant. Petitioner sought to hold Henri Kahn liable for the unpaid balance for the tickets purchased by the Federation on the ground that Henri Kahn allegedly guaranteed the said obligation.cxix[6] Henri Kahn filed his answer with counterclaim. While not denying the allegation that the Federation owed the amount P207,524.20, representing the unpaid balance for the plane tickets, he averred that the petitioner has no cause of action against him either in his personal capacity or in his official capacity as president of the Federation. He maintained that he did not guarantee payment but merely acted as an agent of the Federation which has a separate and distinct juridical personality.cxx[7] On the other hand, the Federation failed to file its answer, hence, was declared in default by the trial court.cxxi[8] In due course, the trial court rendered judgment and ruled in favor of the petitioner and declared Henri Kahn personally liable for the unpaid obligation of the Federation. In arriving at the said ruling, the trial court rationalized: Defendant Henri Kahn would have been correct in his contentions had it been duly established that defendant Federation is a corporation. The trouble, however, is that neither the plaintiff nor the defendant Henri Kahn has adduced any evidence proving the corporate existence of the defendant Federation. In paragraph 2 of its complaint, plaintiff asserted that "Defendant Philippine Football Federation is a sports association xxx." This has not been denied by defendant Henri Kahn in his Answer. Being the President of defendant Federation, its corporate existence is within the personal knowledge of defendant Henri Kahn. He could have easily denied specifically the assertion of the plaintiff that it is a mere sports association, if it were a domestic corporation. But he did not. xxx A voluntary unincorporated association, like defendant Federation has no power to enter into, or to ratify, a contract. The contract entered into by its officers or agents on behalf of such association is not binding on, or enforceable against it. The officers or agents are themselves personally liable. x x xcxxii[9] The dispositive portion of the trial court's decision reads: WHEREFORE, judgment is rendered ordering defendant Henri Kahn to pay the plaintiff the principal sum of P207,524.20, plus the interest thereon at the legal rate computed from July 5, 1990, the date the complaint was filed, until the principal obligation is fully liquidated; and another sum of P15,000.00 for attorney's fees. The complaint of the plaintiff against the Philippine Football Federation and the counterclaims of the defendant Henri Kahn are hereby dismissed. With the costs against defendant Henri Kahn.cxxiii[10] Only Henri Kahn elevated the above decision to the Court of Appeals. On 21 December 1994, the respondent court rendered a decision reversing the trial court, the decretal portion of said decision reads: WHEREFORE, premises considered, the judgment appealed from is hereby REVERSED and SET ASIDE and another one is rendered dismissing the complaint against defendant Henri S. Kahn.cxxiv[11] In finding for Henri Kahn, the Court of Appeals recognized the juridical existence of the Federation. It rationalized that since petitioner failed to prove that Henri Kahn guaranteed the obligation of the Federation, he should not be held liable for the same as said entity has a separate and distinct personality from its officers. Petitioner filed a motion for reconsideration and as an alternative prayer pleaded that the Federation be held liable for the unpaid obligation. The same was denied by the appellate court in its resolution of 8 February 1995, where it stated that: As to the alternative prayer for the Modification of the Decision by expressly declaring in the dispositive portion thereof the Philippine Football Federation (PFF) as liable for the unpaid obligation, it should be remembered that the trial court dismissed the complaint against the Philippine Football Federation, and the plaintiff did not appeal from this decision. Hence, the Philippine Football Federation is not a party to this appeal and consequently, no judgment may be pronounced by this Court against the PFF without violating the due process clause, let alone the fact that the judgment dismissing the complaint against it, had already become final by virtue of the plaintiff's failure to appeal therefrom. The alternative prayer is therefore similarly DENIED.cxxv[12] Petitioner now seeks recourse to this Court and alleges that the respondent court committed the following assigned errors:cxxvi[13] A. THE HONORABLE COURT OF APPEALS ERRED IN HOLDING THAT PETITIONER HAD DEALT WITH THE PHILIPPINE FOOTBALL FEDERATION (PFF) AS A CORPORATE ENTITY AND IN NOT HOLDING THAT PRIVATE RESPONDENT HENRI KAHN WAS THE ONE WHO REPRESENTED THE PFF AS HAVING A CORPORATE PERSONALITY. B. THE HONORABLE COURT OF APPEALS ERRED IN NOT HOLDING PRIVATE RESPONDENT HENRI KAHN PERSONALLY LIABLE FOR THE OBLIGATION OF THE UNINCORPORATED PFF, HAVING NEGOTIATED WITH PETITIONER AND CONTRACTED THE OBLIGATION IN BEHALF OF THE PFF, MADE A PARTIAL PAYMENT AND ASSURED PETITIONER OF FULLY SETTLING THE OBLIGATION.

C. ASSUMING ARGUENDO THAT PRIVATE RESPONDENT KAHN IS NOT PERSONALLY LIABLE, THE HONORABLE COURT OF APPEALS ERRED IN NOT EXPRESSLY DECLARING IN ITS DECISION THAT THE PFF IS SOLELY LIABLE FOR THE OBLIGATION. The resolution of the case at bar hinges on the determination of the existence of the Philippine Football Federation as a juridical person. In the assailed decision, the appellate court recognized the existence of the Federation. In support of this, the CA cited Republic Act 3135, otherwise known as the Revised Charter of the Philippine Amateur Athletic Federation, and Presidential Decree No. 604 as the laws from which said Federation derives its existence. As correctly observed by the appellate court, both R.A. 3135 and P.D. No. 604 recognized the juridical existence of national sports associations. This may be gleaned from the powers and functions granted to these associations. Section 14 of R.A. 3135 provides: SEC. 14. Functions, powers and duties of Associations. - The National Sports' Association shall have the following functions, powers and duties: 1. To adopt a constitution and by-laws for their internal organization and government; 2. To raise funds by donations, benefits, and other means for their purposes. 3. To purchase, sell, lease or otherwise encumber property both real and personal, for the accomplishment of their purpose; 4. To affiliate with international or regional sports' Associations after due consultation with the executive committee; xxx 13. To perform such other acts as may be necessary for the proper accomplishment of their purposes and not inconsistent with this Act. Section 8 of P.D. 604, grants similar functions to these sports associations: SEC. 8. Functions, Powers, and Duties of National Sports Association. - The National sports associations shall have the following functions, powers, and duties: 1. Adopt a Constitution and By-Laws for their internal organization and government which shall be submitted to the Department and any amendment thereto shall take effect upon approval by the Department: Provided, however, That no team, school, club, organization, or entity shall be admitted as a voting member of an association unless 60 per cent of the athletes composing said team, school, club, organization, or entity are Filipino citizens; 2. Raise funds by donations, benefits, and other means for their purpose subject to the approval of the Department; 3. Purchase, sell, lease, or otherwise encumber property, both real and personal, for the accomplishment of their purpose; 4. Conduct local, interport, and international competitions, other than the Olympic and Asian Games, for the promotion of their sport; 5. Affiliate with international or regional sports associations after due consultation with the Department; xxx 13. Perform such other functions as may be provided by law. The above powers and functions granted to national sports associations clearly indicate that these entities may acquire a juridical personality. The power to purchase, sell, lease and encumber property are acts which may only be done by persons, whether natural or artificial, with juridical capacity. However, while we agree with the appellate court that national sports associations may be accorded corporate status, such does not automatically take place by the mere passage of these laws. It is a basic postulate that before a corporation may acquire juridical personality, the State must give its consent either in the form of a special law or a general enabling act. We cannot agree with the view of the appellate court and the private respondent that the Philippine Football Federation came into existence upon the passage of these laws. Nowhere can it be found in R.A. 3135 or P.D. 604 any provision creating the Philippine Football Federation. These laws merely recognized the existence of national sports associations and provided the manner by which these entities may acquire juridical personality. Section 11 of R.A. 3135 provides: SEC. 11. National Sports' Association; organization and recognition. - A National Association shall be organized for each individual sports in the Philippines in the manner hereinafter provided to constitute the Philippine Amateur Athletic Federation. Applications for recognition as a National Sports' Association shall be filed with the executive committee together with, among others, a copy of the constitution and by-laws and a list of the members of the proposed association, and a filing fee of ten pesos. The Executive Committee shall give the recognition applied for if it is satisfied that said association will promote the purposes of this Act and particularly section three thereof. No application shall be held pending for more than three months after the filing thereof without any action having been taken thereon by the executive committee. Should the application be rejected, the reasons for such rejection shall be clearly stated in a written communication to the applicant. Failure to specify the reasons for the rejection shall not affect the application which shall be considered as unacted upon: Provided, however, That until the executive committee herein provided shall have been formed, applications for recognition shall be passed upon by the duly elected members of the present executive committee of the Philippine Amateur Athletic Federation. The said executive committee shall be dissolved upon the organization of the executive committee herein provided: Provided, further, That the functioning executive committee is charged with the responsibility of seeing to it that the National Sports' Associations are formed and organized within six months from and after the passage of this Act. Section 7 of P.D. 604, similarly provides: SEC. 7. National Sports Associations. - Application for accreditation or recognition as a national sports association for each individual sport in the Philippines shall be filed with the Department together with, among others, a copy of the Constitution and ByLaws and a list of the members of the proposed association. The Department shall give the recognition applied for if it is satisfied that the national sports association to be organized will promote the objectives of this Decree and has substantially complied with the rules and regulations of the Department: Provided, That the Department may withdraw accreditation or recognition for violation of this Decree and such rules and regulations formulated by it. The Department shall supervise the national sports association: Provided, That the latter shall have exclusive technical control over the development and promotion of the particular sport for which they are organized. Clearly the above cited provisions require that before an entity may be considered as a national sports association, such entity must be recognized by the accrediting organization, the Philippine Amateur Athletic Federation under R.A. 3135, and the Department of Youth and Sports Development under P.D. 604. This fact of recognition, however, Henri Kahn failed to substantiate. In attempting to prove the juridical existence of the Federation, Henri Kahn attached to his motion for reconsideration before the trial court a copy of the constitution and by-laws of the Philippine Football Federation. Unfortunately, the same does not prove that said Federation has indeed been recognized and accredited by either the Philippine Amateur Athletic Federation or the Department of Youth and Sports

Development. Accordingly, we rule that the Philippine Football Federation is not a national sports association within the purview of the aforementioned laws and does not have corporate existence of its own. Thus being said, it follows that private respondent Henry Kahn should be held liable for the unpaid obligations of the unincorporated Philippine Football Federation. It is a settled principal in corporation law that any person acting or purporting to act on behalf of a corporation which has no valid existence assumes such privileges and becomes personally liable for contract entered into or for other acts performed as such agent.cxxvii[14] As president of the Federation, Henri Kahn is presumed to have known about the corporate existence or non-existence of the Federation. We cannot subscribe to the position taken by the appellate court that even assuming that the Federation was defectively incorporated, the petitioner cannot deny the corporate existence of the Federation because it had contracted and dealt with the Federation in such a manner as to recognize and in effect admit its existence.cxxviii[15] The doctrine of corporation by estoppel is mistakenly applied by the respondent court to the petitioner. The application of the doctrine applies to a third party only when he tries to escape liability on a contract from which he has benefited on the irrelevant ground of defective incorporation.cxxix[16] In the case at bar, the petitioner is not trying to escape liability from the contract but rather is the one claiming from the contract. WHEREFORE, the decision appealed from is REVERSED and SET ASIDE. The decision of the Regional Trial Court of Manila, Branch 35, in Civil Case No. 90-53595 is hereby REINSTATED. SO ORDERED.

i ii iii iv v vi vii viii ix x xi xii xiii xiv xv xvi xvii xviii xix

xx xxi xxii xxiii xxiv xxv

Annex A to Memorandum of Respondent City Mayor and City Legal Officer of Iligan, Rollo, p. 231-232. [2] Associate Justice Luis Javellana, ponente; Associate Justice Alfredo Marigomen and Associate Justice Artemon Luna, members. [3] Binay vs. Domingo, 201 SCRA 508. [4] Tatel vs. Municipality of Virac, 207 SCRA 157. [5] Procter and Gamble Phils. vs. The Municipality of Jagna, 94 SCRA 894. [6] Balacuit vs. CFI of Agusan del Norte, 163 SCRA 182. [7] 69 SCRA 564. [8] Comment by the Solicitor General, p. 8; Rollo, p. 78. [9] 270 SCRA 298. [10] Ibid, p. 306. [11] Saturday, June 3, 1995, "Approval of the Conference Committee Report on S. No. 1998 and H. No. 14100, Record of the Senate, p. 847. [12] Ibid. [13] 128 ALR 586. [14] House of $8.50 Eyeglasses, Inc. vs. State Board of Optometry, 288 Ala 349, 261 So 2d 27; State ex rel. Board of Optometry vs. Sears Roebuck and Co., 102 Ariz 175, 427 Pd 126. [15] Silver v. Lansburgh and Brother, 72 App DC 77, 11 F2d 518, 128 ALR 582; 61 Am Jur 2d 289. [16] Georgia State Examiners v. Friedmans Jewelers (183 Ga 669, 189 SE 238). [17] State ex rel McKittrick vs. Gate City Optical Co., 339 Mo 427, 97 SW 2d 89). [18] Dickson vs. Flynn, 246 App Div 341, 286 NYS 225. [19] State ex rel. Brother vs. Beck Jewelry Enterprises, Inc., 220 Ind. 276, 41 NE 2d 622, 141 ALR 876) (61 Am Jur 187); Kindy Opticians, Inc. vs. State Board of Examiners in Optometry, 1939, 291 Mich 152, 289 NW 112, 113; New Jersey State Bd. of Optometrists vs. S.S. Kresge Co., 113 NJL 287, 174 A 353). [20] Dvorine vs. Castelberg Jewelry Corp., 170 Md. 661, 185 A 562. [21] Roschen vs. Ward, 279 US 337, 73 L Ed 722, 49 S Ct 336. [22] Small and Maine Board of Registration and examination in Optometry, 293 A 2d 786. [23] Policarpio vs. CA, 269 SCRA 344; Pison-Arceo Agricultural and Development Corporation vs. NLRC, 279 SCRA 312; Quintanilla vs. CA, 279 SCRA 397. [24] La Campana Food Products, Inc. vs. Philippine Commercial and Industrial Bank, 142 SCRA 394, 398. [25] Gonzalo Sy Trading vs. Central Bank, 70 SCRA 570.
[1]

xxvi[1] CA Rollo, p. 452; penned by Associate Justice Martin S. Villarama, Jr., concurred in by Associate Justices Godardo A. Jacinto and Mario L. Guaria III. xxvii[2] Id. xxviii[3] CA Rollo, pp. 101-101, 452. xxix[4] Id., p. 102. xxx[5] Id., p. 91. xxxi[6] Id., p. 454. xxxii[7] Id. xxxiii[8] Id., pp. 111, 453. xxxiv[9] Id., p. 112.

xxxv[10] Id., p. 454. xxxvi[11] Id. xxxvii[12] Id. xxxviii[13] Id. xxxix[14] Id. xl[15] Id., p. 136. xli[16] Id., p. 140. xlii[17] Id., p. 455.. xliii[18] Id., p. 155-156.. xliv[19] Id., p. 180.. xlv[20] Id., p. 208; penned by SEC Hearing Officer Alberto P. Atas.. xlvi[21] Id., p. 455.. xlvii[22] Rollo, pp. 144-145; penned by SEC Hearing Officer Juanito B. Almosa, Jr. xlviii[23] Id., pp. 170-171; docketed as SEC AC No. 642. Singed by Chairperson Lilia R. Bautista, Commissioners Fe Eloisa C. Gloria, Josela J. Poblador, Ma. Juanita A. Cueto and Jesus G. Martinez Enrique. xlix[24] CA Rollo, p. 466. l[25] Rollo, p. 37 (Emphasis in the original). li[26] Id., pp. 40-41. Section 13, of R.A. 3844 provides: SEC. 13. Affidavit Required in Sale of Land Subject to Right to Preemption.- No deed of sale of agricultural land under cultivation by an agricultural lessee or lessees shall be recorded in the Registry of Property unless accompanied by an affidavit of the vendor that he has given the written notice required in Section eleven of this chapter or that the land is not worked by an agricultural lessee. lii[27] Rollo, p. 40.. liii[28] CORPORATION CODE, SEC 20.

liv[29] Jesus Sacred Heart College v. Collector of Internal Revenue, 95 Phil. 16, 22 (1954); cited in Commissioner of Internal Revenue v. Court of Appeals, 358 Phil. 562, 584 (1998), dissenting opinion of Senior Associate Justice Josue N. Bellosillo. lv[30] I CAMPOS, THE CORPORATION CODE: COMMENTS, NOTES AND SELECTED CASES 75-76 (1990 ed.); citing Asuncion v. Yriarte, 28 Phil. 67 (1914). lvi[31] Machete v. Court of Appeals, 320 Phil. 227 (1995); citing Vidad v. Regional Trial Court of Negros Oriental, G.R. No. 98084, 18 October 1993, 227 SCRA 271. CORPORATION CODE, sec. 144; Pres. Dec. No. 902-A, sec. 6 (i), Rep. Act No. 8799, sec. 5 (d) and (f). lvii[32] Rep. Act No. 6657, sec. 50. lviii[33] Delpher Trades Corporation v. Intermediate Appellate Court, G.R. No. 69259, 26 January 1988, 157 SCRA 349, 356; citing Liddell & Co., Inc. v. The Collector of Internal Revenue, G.R. No. 9687, 30 June 1961, 2 SCRA 632, 641.

lix[34] Corporation Code, sec. 144; Pres Dec. No. 902-A, sec 6 (i), Rep. Act No. 8799, sec. 5 (d) and (f). lx[35] Rollo, p. 43. lxi[36] Id., p. 45. lxii[37] G.R. No. 116239, 29 November 2000, 346 SCRA 256. lxiii[38] People v. Mercado, G.R. No, 116239, 29 November 2000. 346 SCRA 256. lxiv[39] Collegio de San Juan de Letran-Calamba v. Villas, G.R. No. 137795, 26 March 2003; citing Spouses Uy v. Court of Appeals, 411 Phil. 788 (2001). lxv[40] Gokongwei v. Securities and Exchange Commission, G.R. No. 52129, 21 April 1980, 97 SCRA 78; citing Central Bank v. Cloribel, G.R. No. 26971, 11 April 1972, 44 SCRA 307. lxvi[41] Id. lxvii[42] CA Rollo, p. 89. lxviii[43] Rollo, pp. 54-55, 287. lxix[44] CIVIL CODE, art. 906; RUBEN F. BALANE, JOTTINGS AND JURISPRUDENCE IN CIVIL LAW: SUCCESSION 328-329 (1998). lxx[45] Rules of Court, Rule 73, sec. 1 and Rule 90, sec. 1.

lxxi[46] Rollo, p. 56. lxxii[47] Ong Yong v. Tiu, G.R. No. 144476, 8 April 2003. lxxiii[48] Del Rosario v. Bonga, G.R. No. 136308, 23 January 2001, 350 SCRA 101 cited in Twin Towers Condominium Corporation v. Court of Appeals, G.R. No. 123552 27 February 2003. lxxiv[49] Bitong v. Court of Appeals, 354 Phil. 516, 536 (1998). lxxv[1] Rollo, p. 89. lxxvi[2] CA rollo, p. 23. lxxvii[3] Ibid. lxxviii[4] Id., p. 26. lxxix[5] Id., p. 27. lxxx[6] Id., pp. 140-142. lxxxi[7] Id., pp. 143-144. lxxxii[8] Supreme Court Circular No. 1-91, Sections 3, 4 and 5; Western Institute of Technology, Inc. vs. Salas, 278 SCRA 216, 227 [1997]. lxxxiii[9] Id., Section 4. lxxxiv[10] Rollo, pp. 10-11. lxxxv[11] CA rollo, Annexes 1 to 2, pp. 128-130. lxxxvi[12] Rollo, pp. 79-81. lxxxvii[13] CA rollo, p. 144. lxxxviii[14] Id., p. 128. lxxxix[15] People vs. Banzales, 336 SCRA 64, 75 [2000]. xc[16] Revised Rules on Evidence, Rule 132, Section 23. xci[17] Supreme Court Circular No. 1-91, Section 8. xcii[18] Rollo, pp. 9-24. xciii[19] Now superseded by R.A. 8799, otherwise known as The Securities Regulation Code, effective August 8, 2000.

xciv[20] P.D. 902-A, Section 3. xcv[21] Corporation Code, Section 143. xcvi[22] Ang Kaanib sa Iglesia ng Dios kay Kristo Hesus, H.S.K. sa Bansang Pilipinas, Inc. vs. Iglesia ng Dios kay Cristo Jesus, Haligi at Suhay ng Katotohanan, G.R. No. 137592, December 12, 2001. xcvii[23] Universal Mills Corporation vs. Universal Textile Mills, Inc., 78 SCRA 62, 64 [1977]. xcviii[24] Lyceum of the Philippines vs. Court of Appeals, 219 SCRA 610, 615 [1993]. xcix[25] SEC Memorandum Circular No. 14-00 [October 24, 2000]. c[26] Id., no. 3. ci[27] Ibid. cii[28] 206 SCRA 457, 463 [1992]. ciii[29] Ibid., citing 1 Thomson, p. 80 citing Munn v. Americana Co., 82 N., Eq. 63, 88 Atl. 30; San Francisco Oyster House v. Mihich, 75 Wash, 274, 134 Pac. 921. civ[30] Id., p. 464, citing Ohio Nat. Life Ins. Co. vs. Ohio Life Ins. Co., 210 NE 2d 298. cv[31] Universal Mills Corporation vs. Universal Textile Mills, Inc., supra, p. 65. cvi[32] CA rollo, p. 27. cvii[33] Batangas Laguna Tayabas Bus Co., Inc. vs. Bitanga, G.R. No. 137934, August 10, 2001. cviii[34] Philips Export B.V. vs. Court of Appeals, supra., p. 464, citing 6 Fletcher [Perm Ed], pp. 107108.. cix[35] Commission of Customs vs. Court of Tax Appeals, 185 SCRA 277, 281 [1990], citing the Kent Handbook on Design and Production, 12th Edition. cx[36] CA rollo, pp. 140-141. cxi[37] Supra., Note No. 21. cxii[38] Ibid. cxiii[39] CA rollo, p. 24.
cxiv [1] Records, p. 10

cxv [2] Id., at 12-13.

cxvi [3] Id., at 14.

cxvii [4] Id., at 15.

cxviii[5] Id., at 18.

cxix [6] Id., at 1-9.

cxx [7] Id., at 29-34.

cxxi [8] Id., at 40.

cxxii [9] Rollo, pp. 195-196.

cxxiii[10] Id., at 196.

cxxiv[11] Id., at 48.

cxxv [12] Id., at 50.

cxxvi[13] Id., at 16-17.

cxxvii[14] Albert vs. University Publishing Co. Inc.., 13 SCRA 84, 87 (1965) citing Salvatierra vs. Garlitos, 56
O.G. 3069.

cxxviii[15] CA Decision, p. 11, Rollo, p 46.

cxxix[16] Campos, p. 107, citing Lowell-Woodward Hardware vs. Woods, et al., Partners As The Superior Leasing Company, Supreme Court of Kansas, 1919, 104 Kan. 729, 180 p. 734.