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    24 Lozano Vs Delos Santos

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    Mikhel Beltran
    The dispute is between the presidents of two separate jeepney drivers' associations who had agreed to consolidate but failed to do so properly. The RTC ordered the MCTC to dismiss for lack of jurisdiction, claiming it was an intracorporate dispute under the SEC's jurisdiction. However, the Supreme Court ruled the dispute was not intracorporate because the consolidation was merely proposed and not approved or registered, so the associations remained separate. Corporation by estoppel did not apply as there was no third party involved, only the associations' members who knew consolidation had not occurred. The MCTC properly had jurisdiction, not the SEC.

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    24 Lozano Vs Delos Santos

    Uploaded by

    Mikhel Beltran
    276 views2 pages
    The dispute is between the presidents of two separate jeepney drivers' associations who had agreed to consolidate but failed to do so properly. The RTC ordered the MCTC to dismiss for lack of jurisdiction, claiming it was an intracorporate dispute under the SEC's jurisdiction. However, the Supreme Court ruled the dispute was not intracorporate because the consolidation was merely proposed and not approved or registered, so the associations remained separate. Corporation by estoppel did not apply as there was no third party involved, only the associations' members who knew consolidation had not occurred. The MCTC properly had jurisdiction, not the SEC.

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    24 Lozano vs Delos Santos

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    The dispute is between the presidents of two separate jeepney drivers' associations who had agreed to consolidate but failed to do so properly. The RTC ordered the MCTC to dismiss for lack of jurisdiction, claiming it was an intracorporate dispute under the SEC's jurisdiction. However, the Supreme Court ruled the dispute was not intracorporate because the consolidation was merely proposed and not approved or registered, so the associations remained separate. Corporation by estoppel did not apply as there was no third party involved, only the associations' members who knew consolidation had not occurred. The MCTC properly had jurisdiction, not the SEC.

    Copyright:

    © All Rights Reserved
    Download as DOC, PDF, TXT or read online from Scribd
    Download as doc, pdf, or txt
    276 views2 pages

    24 Lozano Vs Delos Santos

    Uploaded by

    Mikhel Beltran
    The dispute is between the presidents of two separate jeepney drivers' associations who had agreed to consolidate but failed to do so properly. The RTC ordered the MCTC to dismiss for lack of jurisdiction, claiming it was an intracorporate dispute under the SEC's jurisdiction. However, the Supreme Court ruled the dispute was not intracorporate because the consolidation was merely proposed and not approved or registered, so the associations remained separate. Corporation by estoppel did not apply as there was no third party involved, only the associations' members who knew consolidation had not occurred. The MCTC properly had jurisdiction, not the SEC.

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    © All Rights Reserved
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    of 2

    LOZANO v DELOS SANTOS AUTHOR: Castro

    [G.R. No. 125221. June 19, 1997] NOTES: This petition for Certiorari seeks to set aside the
    TOPIC: Corporation by Estoppel decision of the RTC which ordered the MCTC to dismiss the
    PONENTE: Puno, J. civil case for lack of jurisdiction.
    FACTS:
     Reynaldo Lozano (petitioner) filed a civil case for damages against Anda (respondent) before the Municipal Circuit
    Trial Court of Mabalacat and Magalang, Pampanga.
     Lozano is the president of the Kapatirang Mabalacat-Angeles Jeepney Drivers’ Association, Inc. (KAMAJDA) while
    respondent Anda was the president of the Samahang Angeles-Mabalacat Jeepney Operators’ and Drivers’ Association,
    Inc. (SAMAJODA)
     At the request of Sangguniang Bayan of Mabalacat, Lozano and Anda agreed to do the following:
    a) to consolidate their respective associations and form the Unified Mabalacat-Angeles Jeepney Operators’ and
    Drivers’ Association, Inc. (UMAJODA);
    b) to elect one set of officers who shall be given the sole authority to collect the daily dues from the members of
    the consolidated association;
     Both Lozano and Anda ran for president; Lozano won the elections.
     Anda protested and, alleging fraud, refused to recognize the results of the election. He also refused to abide by their
    agreement and continued collecting the dues from the members of his association despite several demands.
     Lozano filed a complaint to restrain Anda from collecting the dues and to order him to pay damages in the amount of
    P25,000.00 and attorney’s fees of P500.00.
     Anda filed a Motion to Dismiss for lack of jurisdiction, claiming that jurisdiction was with SEC. Motion was
    DENIED by MCTC.
     In the petition for review filed by Anda with the RTC, the trial court found the dispute to be intracorporate, therefore
    subject to the jurisdiction of the SEC and ordered the MCTC to dismiss the case. Hence, this petition.
    ISSUE(S):
    Whether or not the dispute is intracorporate, making the doctrine of corporation by estoppel applicable in the case
    HELD:
    NO, the dispute is not intracorporate, because it is between members of separate and distinct associations.
    Petitioner and private respondent have no intracorporate relation much less do they have an intracorporate dispute.
    RATIO:

     There is no intracorporate nor partnership relation between petitioner and private respondent. The controversy
    between them arose out of their plan to consolidate their respective jeepney drivers’ and operators’ associations
    into a single common association. This unified association was, however, still a proposal. It had not been approved
    by the SEC, neither had its officers and members submitted their articles of consolidation in accordance with
    Sections 78 and 79 of the Corporation Code. Consolidation becomes effective not upon mere agreement of the
    members but only upon issuance of the certificate of consolidation by the SEC. When the SEC, upon processing
    and examining the articles of consolidation, is satisfied that the consolidation of the corporations is not inconsistent
    with the provisions of the Corporation Code and existing laws, it issues a certificate of consolidation which makes
    the reorganization official. The new consolidated corporation comes into existence and the constituent corporations
    dissolve and cease to exist.

     The doctrine of corporation by estoppel advanced by private respondent cannot override jurisdictional
    requirements. Jurisdiction is fixed by law and is not subject to the agreement of the parties. It cannot be acquired
    through or waived, enlarged or diminished by, any act or omission of the parties, neither can it be conferred by the
    acquiescence of the court. Corporation by estoppel is founded on principles of equity and is designed to prevent
    injustice and unfairness. It applies when persons assume to form a corporation and exercise corporate functions
    and enter into business relations with third persons. Where there is no third person involved and the conflict arises
    only among those assuming the form of a corporation, who therefore know that it has not been registered, there is
    no corporation by estoppel.
    CASE LAW/ DOCTRINE:
     Corporation by estoppel is founded on principles of equity and is designed to prevent injustice and unfairness. It
    applies when persons assume to form a corporation and exercise corporate functions and enter into business
    relations with third persons. Where there is no third person involved and the conflict arises only among those
    assuming the form of a corporation, who therefore know that it has not been registered, there is no corporation by
    estoppel.

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