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Case digest · Corporation sole; capacity to acquire private agricultural land
Roman Catholic Apostolic Administrator of Davao, Inc. vs. Land Registration Commission
A Filipino sold land in Davao City to the Catholic Church’s corporation sole, whose incumbent was a Canadian. The Land Registration Commissioner ordered the sale denied registration without proof that 60 percent of its capital, property or assets was owned or controlled by Filipinos.
Facts
1954
Mateo L. Rodis, a Filipino citizen and resident of Davao City, sold a parcel of land in the city, covered by Transfer Certificate of Title No. 2263, to the Roman Catholic Apostolic Administrator of Davao, Inc., a corporation sole organized under Philippine laws, with Msgr. Clovis Thibault, a Canadian citizen, as actual incumbent.
The affidavit
The Register of Deeds, recalling that the Carmelite Nuns of Davao had been required, in an earlier case, to submit an affidavit that 60 percent of their members were Filipino citizens, required a similar affidavit. The buyer answered that the cases were not similar: the Carmelite Nuns had five incorporators, while the corporation sole has only one, and in its case “the totality of the Catholic population of Davao would become the owner of the property” to be registered.
September 21, 1954
On referral, the Land Registration Commissioner held that under Secs. 1 and 5 of Art. XIII of the Constitution then in force, the buyer was not qualified to acquire private lands without proof that at least 60 percent of its capital, property or assets was owned or controlled by Filipino citizens, “there being no question that the present incumbent of the corporation sole was a Canadian citizen.” He ordered the Register of Deeds to deny registration without that proof.
The petition
The corporation sole filed a petition for mandamus with the Supreme Court. It cited 1948 census figures of 277,551 Catholics in Davao and 3,465 resident aliens, and the 1954 Catholic Directory, which showed Filipino clergy and women novices at 60.5 percent of its clergy and religious.
Issue
Is a corporation sole whose incumbent is a foreigner qualified to acquire private agricultural land in the Philippines?
Ruling
Yes. The Court reversed the Commissioner’s resolution and ordered the Register of Deeds of Davao City to register the deed of sale.
A corporation sole consists of one person and his successors in office. Under the Corporation Law and Canon Law, the bishops, as corporations sole, are merely administrators of church properties, which they hold in trust for the church, and ownership of these temporalities falls on the church, diocese or congregation acquiring them. The Church in the Philippines, lawfully incorporated here, is separate and distinct from the Holy See, and the nationality of a corporation sole is not altered by the change of citizenship of its incumbent. Corporations sole cannot be considered aliens because they have no nationality at all, and the framers of the Constitution did not have them in mind when they required 60 percent Filipino capital. Even counting the membership, the Catholics of Davao were predominantly Filipino citizens, a fact the respondents did not dispute. The Court did not revisit Krivenko: a great majority of its members were not prepared to exclude urban lots from the term private agricultural lands. Two Justices, J.B.L. Reyes and Concepcion, JJ., dissented.
“Citizenship is a political right which cannot be acquired by a sort of ‘radiation’.”
Doctrine
A corporation sole “consists of one person only, and his successors (who will always be one at a time), in some particular station”. It administers church property in trust; it does not own it. And “corporations sole cannot be considered as aliens because they have no nationality at all.” The Court held that the framers of the Constitution did not have corporations sole in mind when they required 60 percent Filipino capital, and that the citizenship of the incumbent does not decide the corporation sole’s capacity to acquire land. Today, Sec. 111 of the Revised Corporation Code lets a corporation sole purchase and hold real estate “for its church, charitable, benevolent, or educational purposes”; it says nothing about the incumbent’s citizenship.
Compare: the dissent
J.B.L. Reyes, J., joined by Concepcion, J., would have affirmed the denial of registration, reasoning that control decides capacity: “Because ownership divorced from control is not true ownership.” In the Church, he wrote, “the control is from above, not from below.”
Bar tip
For a corporation sole, do not stop at the incumbent’s citizenship. The Court held that corporations sole have no nationality and merely administer church property in trust. Remember that the dissent looked at control instead, and that the Court did not reverse Krivenko.
Hear it explained
Land Titles Jurisprudence Ep. 5, at 11:07
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This digest is general legal information for education, not legal advice, and it is not a substitute for reading the decision. Quoted passages are taken word for word from the full text.