G.R. No. 224307 , August 6, 2018
The Missionary Sisters of Our Lady of Fatima (Peach Sisters of Laguna), represented by Rev. Mother Ma. Concepcion R. Realon, et al., Petitioners vs. Amando V. Alzona, et al., Respondents

FACTS

Purificacion Alzona, a spinster, was the registered owner of several parcels of land in Calamba, Laguna. In 1996, she became a benefactor of the petitioner, a religious group. In October 1999, Purificacion handed a handwritten letter to Mother Concepcion, the petitioner’s Superior General, stating her intent to donate her properties to the petitioner. Later, on August 29, 2001, Purificacion executed a formal Deed of Donation Inter Vivos in favor of the petitioner, which was accepted by Mother Concepcion on the same date. The petitioner had filed its registration application with the Securities and Exchange Commission (SEC) just a day prior, on August 28, 2001, and was issued its Certificate of Incorporation on August 31, 2001.
Upon Purificacion’s death, her brother and heir, Amando Alzona, filed a complaint to annul the donation. He argued that at the time of the donation’s execution and acceptance on August 29, 2001, the petitioner was not yet a registered corporation with the SEC and therefore lacked juridical personality to accept the donation. The Regional Trial Court dismissed the complaint, ruling the petitioner was a de facto corporation. The Court of Appeals reversed, declaring the donation void due to the donee’s incapacity at the time of acceptance.

ISSUE

Whether the Deed of Donation Inter Vivos is valid despite the petitioner’s lack of SEC registration at the precise moment of its acceptance.

RULING

The Supreme Court REVERSED the Court of Appeals and REINSTATED the RTC decision, upholding the validity of the donation. The Court clarified that the critical point for determining the donee’s capacity is the perfection of the contract of donation. A contract of donation is perfected at the moment the donor knows of the acceptance by the donee. The evidence showed that Purificacion, the donor, was fully aware of the acceptance, as Mother Concepcion signed the Deed in her presence on August 29, 2001. Therefore, the contract was perfected on that date.
The Court then applied the doctrine of relation back under the Corporation Code. Since the petitioner subsequently obtained its SEC registration on August 31, 2001, its corporate existence relates back to the date of the filing of its articles of incorporation, which was August 28, 2001. Consequently, the petitioner is deemed to have possessed juridical personality as of August 28, 2001, which was before the perfection of the donation contract on August 29, 2001. This relation back cures any initial incapacity. Furthermore, the Court emphasized that the petitioner’s corporate existence cannot be collaterally attacked but only in a direct quo warranto proceeding by the State. The respondents, as private individuals, have no standing to challenge the petitioner’s incorporation on this ground. The donation, being a gratuitous act motivated by love and affection, was validly executed and accepted.