GR 82407; (March, 1995) (Digest)
G.R. No. 82407 March 27, 1995
LUIS C. CLEMENTE, LEONOR CLEMENTE DE ELEPAÑO, HEIRS OF ARCADIO C. OCHOA, represented by FE O. OCHOA-BAYBAY, CONCEPCION, MARIANO, ARTEMIO, VICENTE, ANGELITA, ROBERTO, HERNANDO AND LOURDES, all surnamed ELEPAÑO, petitioners, vs. THE HON. COURT OF APPEALS, ELVIRA PANDINCO-CASTRO AND VICTOR CASTRO, respondents.
FACTS
Petitioners filed an action for “Declaration of Ownership with Receivership” before the Regional Trial Court of Calamba, Laguna, seeking to be declared owners of a parcel of land (Lot No. 148-New) in Calamba, Laguna. They claimed ownership by virtue of being heirs of Mariano Elepaño and Pablo Clemente, whom they asserted were the only known stockholders of the “Sociedad Popular Calambeña,” a sociedad anonima organized around the early American occupation. This sociedad acquired the subject land on installment from the Friar Lands Estate on June 8, 1911, with a patent issued in its name on August 5, 1936. The sociedad operated a cockpit but ceased to exist. During trial, only the petitioners presented evidence; the private respondents, who also claimed ownership by acquisitive prescription, did not present any evidence despite opportunities given by the trial court.
ISSUE
Whether or not the petitioners, as heirs of the alleged sole stockholders of the defunct “Sociedad Popular Calambeña,” have sufficiently established their claim of ownership over the corporate asset (Lot No. 148-New) to entitle them to a declaration of ownership.
RULING
No. The Supreme Court affirmed the decisions of the lower courts dismissing the complaint. The petitioners failed to substantiate their claim of ownership over the corporate property. The evidence only established that the “Sociedad Popular Calambeña” existed, acquired the land, and that the petitioners’ predecessors were original stockholders. The Court held that ownership of corporate assets remains with the corporation, not its stockholders, absent a proper liquidation and distribution of assets. Since the sociedad was the registered owner and there was no evidence of a proper transfer of the asset to the stockholders, the petitioners’ action must fail. The Court noted that if the sociedad is defunct, the proper remedy is to settle its affairs through the modes provided in the Corporation Code (e.g., dissolution, liquidation) before the Securities and Exchange Commission, not a direct action by alleged stockholders for declaration of ownership over a specific corporate asset.