G.R. No. L-25858 November 26, 1968
LU MING, LAM LOY and LEE E. WON, plaintiffs-appellants, vs. VICENTE LOPEZ, TIMOTEO FERNANDEZ, FRANCISCO LEE LLACER, LEONG CHEW, KOK KO, MANILA CANTONESE ASSOCIATION, INC. and the REGISTER OF DEEDS OF MANILA, defendants-appellees.

FACTS

Plaintiffs Lu Ming, Lam Loy, and Lee E. Won, along with defendants Vicente Lopez, Timoteo Fernandez, Francisco Lee Llacer, Leong Chew, and Kok Ko, were members of the Asociacion Cantonesa de Manila, a corporation whose 50-year term expired on September 1, 1958. On August 23, 1958, the Board of Directors, which included the plaintiffs, constituted themselves as a Board of Liquidators to wind up corporate affairs and dispose of assets. Plaintiffs were re-elected to the Board from 1958 to 1960 but lost their bids in the 1961 elections, wherein defendants Vicente Lopez, Leong Chew, and Kok Ko were elected. On March 31, 1961, the new Board of Directors constituted themselves as a new Board of Liquidators and authorized defendant Kok Ko to convey the association’s properties, including three parcels of land in Manila, to the newly organized Manila Cantonese Association, Inc., which was formed to continue the association’s humanitarian purposes. Kok Ko executed the deed of conveyance on June 8, 1961, and Transfer Certificate of Title No. 63964 was issued in the corporation’s name. On June 6, 1965, plaintiffs filed a complaint to cancel the title, alleging they had acted as trustees, and sought an accounting of earnings, exemplary damages, and attorney’s fees. Defendants moved to dismiss, primarily on the ground of plaintiffs’ lack of legal capacity to sue.

ISSUE

Whether the plaintiffs have the legal capacity to sue.

RULING

No, the plaintiffs lack the legal capacity to sue. The Supreme Court affirmed the lower court’s order dismissing the complaint. The plaintiffs merely claimed to have acted as trustees but were only three members of a 15-member Board of Directors (and Board of Liquidators) from 1958 to 1960, constituting a minority. Their authority ended in 1960 when they were not re-elected. The new Board of Liquidators constituted in 1961 had the authority to convey the property. The complaint contained no allegation that the property was ever conveyed to the plaintiffs as trustees, nor did they allege they represented the Board of Directors or the majority thereof. Furthermore, the Asociacion Cantonesa de Manila had no juridical existence even for liquidation purposes after September 1, 1961, and thus could not have brought the action.