Case regarding corporations sole and their capacity to acquire properties in the Philippines by virtue of their representing the congregation.
Roman Catholic Apostolic Administrator vs. LRC(J. Felix; 20 December 1957)
FactsRodis executed a deed of sale over a parcel of land in favor of the Roman Catholic Apostolic Administrator of Davao, a corporation sole, with Msgr. Thibault, a Canadian Citizen, as the actual incumbent. When the Roman Catholic Administrator presented the deed of sale for registration at the Register of Deeds of Davao, the latter required that the corporation sole prepare an affidavit declaring that 60% of the members were Filipino citizens.In spite of assurance by the corporation sole that the totality of the Catholic population of Davao would become the owner of the property, the Register of Deeds still had some doubts as to the registerability of the document, and referred the matter to the Land Registration Commissioner. The Land Registration Commissioner found that the corporation sole was not qualified to acquire private lands in the Philippines because of the requirement that 60% of the corporation was actually owned or controlled by Filipino citizens; as the present incumbent of the corporation was a Canadian citizen, the LRC found that the corporation sole was not compliant. Consequently the corporation sole instituted an action for mandamus with the Supreme Court alleging that the sale in favor is in favor of the Catholic Church, which is qualified to acquire private agricultural lands for the establishment and maintenance of places of worship, and prayed that the registration be recognized.
IssueWhether or not the Roman Catholic Apostolic Administrator of Davao Inc. is entitled to acquire private properties
RatioIn a corporation sole, the bishops or archbishops who sit as the incumbent are merely administrators of the church properties, and they only hold these in trust for the church. Consequently, upon the death of the incumbent of the corporation sole, the church properties acquired will pass on to his successor in office. The Court also finds that here is no provision of law that confers ownership of the church properties on to the Pope, or even to the corporation sole or heads of the corporation sole who are mere administrators of said properties; rather, ownership of these properties fall and develop upon the congregation.While the Catholic congregation does follow the guidance of the Pope, there cannot be said to be a merger of personalities between the Pope and the Catholic Church, and it cannot be said that the political and civil rights of the Catholics are affected by their relationship with the Pope; the fact that the clergy derive their authorities from the Vatican does not mean that the Pope bestows his own citizenship to each priest. To allow the theory that all of the Churches around the world would follow the citizenship of the Pope would lead to the absurdity that each member of the Catholic Church would be a citizen of the Vatican or of Italy. As such, it cannot be said that the citizenship of the corporation sole, as created under Philippine laws, is altered by the citizenship of whoever is the incumbent head.The Corporation Law recognized that corporation soles as those which are organized and composed of a single individual for the administration of the properties not used exclusively for religious worship of the church. The successor in office will become the corporation on ascension to office. Furthermore, the Corporation Law also recognized that the corporation sole can purchase real property, although there are restrictions as to the power to sell or mortgage depending on the rules, regulations and discipline of the church concerned. As such, the Court finds it absurd that the corporation sole can purchase properties but would not be able to register properties in its name. While the Constitution prohibits foreigners from taking, acquiring, exploiting or developing the natural resources of the country, the Court finds that the provisions relating to these are not applicable to corporation soles because they are merely administrators of the properties titled in their name. Furthermore, the administration of these properties is for the benefit of the members of the congregation, which is overwhelmingly comprised of Filipinos.As the acquisition of the properties is for the benefit of the congregation, the Roman Catholic Apostolic Administrator of Davao cannot be deprived of the right to acquire by purchase or donation real properties for charitable, benevolent and educational purposes, nor of the right to register these properties in its name in the Register of Deeds of Davao.