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MISSIONARY SISTERS OF OUR LADY OF FATIMA v. AMANDO V. ALZONA

FACTS:

The Missionary Sisters of Our Lady of Fatima, also known as the Peach Sisters of Laguna, a religious and charitable group under the Roman Catholic Bishop of San Pablo, is involved in a donation case with the legal heirs of Purificacion Y. Alzona. Purificacion donated her properties to the petitioner through its Superior General, Mother Concepcion. The Bureau of Internal Revenue granted donor's tax exemption, but the Register of Deeds denied the registration due to an Adverse Claim filed by one of Purificacion's brothers. The brother, Amando, filed a complaint to annul the donation, alleging that the petitioner was not registered with the SEC at the time of the donation and lacked juridical personality. The RTC dismissed the complaint, finding all essential elements of the donation were present and no evidence of incapacity or lack of juridical personality of the petitioner. The petitioner argued that it had legal personality to accept the donation as a religious institution and could be considered a de facto corporation. The respondents argued that the petitioner lacked legal capacity due to the absence of a Certificate of Incorporation from the SEC and questioned its de facto corporation status.

ISSUES:

  1. Does the petitioner (Missionary Sisters of Our Lady of Fatima) have the legal capacity to accept the donation as a donee?

  2. Does Mother Concepcion have the authority to accept the donation on behalf of the petitioner?

RULING:

  1. Legal Capacity of the Petitioner to Accept the Donation

    • The Supreme Court ruled that the petitioner has the requisite legal personality to accept the donation. Although at the time of the donation, the petitioner was not yet registered as a corporation, the Supreme Court applied the doctrine of corporation by estoppel. Purificacion, the donor, dealt with the petitioner as if it was a corporation. Hence, the petitioner is deemed vested with personality to accept the donation under the principle of corporation by estoppel. Despite not being recognized as a de facto corporation, the petitioner's subsequent incorporation and conduct validate the donation.

  2. Authority of Mother Concepcion to Accept the Donation

    • The Supreme Court upheld the authority of Mother Concepcion to act on behalf of the petitioner in accepting the donation. The authority of Mother Concepcion was never questioned by the petitioner and was affirmed and supported by the latter after their SEC registration, thus ratifying her authority to accept the donation.

PRINCIPLES:

  • Doctrine of Corporation by Estoppel A person who has contracted or otherwise dealt with a non-existent corporation as if it were duly incorporated is estopped from denying the corporate existence to avoid the enforcement of the contract.

  • Ratification by Conduct Ratification can validate a defective contract, purging it of any infirmities and making it retroactively valid from the day of its creation.

  • Requirements for a Valid Donation of Immovable Property Essential reduction of the donor's patrimony, increase in the donee's patrimony, intent to donate, inclusion in a public document, and proper acceptance.

  • Privity in Estate Principle Heirs are considered "privies" to the donor's contract and are bound by the agreements entered into by their predecessor in interest.

  • Application of Charitable Giving Charitable giving is recognized and encouraged as an important social fabric contributing to the elimination of inequality and support to society.

SO ORDERED.