Lozano vs. De los santos G.R. No. 125221, June 19, 1997

G.R. No. 125221 Date

June 19, 1997

Petitioner in the case

Reynaldo M. Lozano

Respondents in the case

Judge Eliezer De Los Santos and Antonio Anda

Petition for Certiorari

Formal request for a higher court to fix a lower court's mistake

Damages

Money claimed as compensation for harm or loss

KAMAJDA

The jeepney drivers' association where Reynaldo was president

SAMAJODA

The rival jeepney drivers' association where Antonio was president

UMAJODA

The proposed unified association intended to merge KAMAJDA and SAMAJODA

Basis of Antonio's refusal

Claimed election fraud and refused to recognize Reynaldo's win

Motion to Dismiss

A formal request to throw a case out of court

Securities and Exchange Commission (SEC)

Government agency that oversees corporations and internal corporate fights

Jurisdiction

The legal power or authority to hear and decide a case

Intracorporate dispute

A legal fight happening inside a corporation between its members or officers

Reynaldo's main argument

SEC only handles fights within registered companies; UMAJODA was not registered

Presidential Decree No. 902-A

Law listing the specific disputes the SEC is authorized to handle

Two requirements for SEC jurisdiction

A corporate relationship exists and the fight concerns internal corporate business

Consolidation

When two groups join to form a brand new legal entity

Legal requirement for consolidation

Becomes official only when SEC issues a certificate of consolidation

Separate entities

Independent legal "persons" or organizations

Status of KAMAJDA and SAMAJODA

Remained separate entities because UMAJODA lacked an SEC certificate

Corporation by Estoppel

Rule treating a group as a corporation if they acted like one

Limitation of Jurisdiction

Set by law, not by what people pretend to be or agree

Purpose of Estoppel rule

To protect innocent outsiders tricked into business with a fake company

Why Estoppel failed here

Fight was between parties who knew the company was not registered

Supreme Court Verdict

Granted petition, canceled RTC orders, and returned case to MCTC