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Chateau De Baie Condominium Corp. v. Sps.

G.R. No. 186271, Feb. 23, 2011

This is the 2nd of 2 related cases involving the penthouse unit of Ma. Rosario
Moreno in Chateau de Baie Condo in Roxas Blvd. Rosario is also a
member/stockholder of the condo. corp., she obtained a loan (P 160M) from Oscar
Salvacion and mortgaged her properties as a security. Later on, Sps. Moreno failed
to pay association dues, hence Chateau caused the annotation of Notice of
Assessment on CCTs of Moreno properties and sent a demand letter to the Sps. The
Sps. offered to settle their obligation but petitioner declined. The president of the
petitioner wrote the Clerk of Court/Ex-Officio Sheriff of Paranaque City for the
extrajudicial public auction sale of the Moreno properties. To stop the sale, Salvacion
as mortgagee filed a peition for Certiorari w/ prayer for issuance of TRO before RTC
Paranaque, while the case was pending Sps. Moreno filed a complaint for intra-
corporate dispute against the petitioner to question how it calculated the dues
assessed against them. Also, they asked an accounting of the association dues and
damages. They prayed for the annulment of the foreclosure proceedings & issuance
of a writ of preliminary injunction.

RTC: denied MTD because it was a prohibited pleading under the Interim
Rules of Procedure Governing Intra-Corporate Controversies. Deneid MR as well.

CA: denied petition. It held that since the instant civil case involves an intra-
corporate controversy, it is the RTC which has jurisdiction pursuant to R.A. 8799 -
Securities Regulation Code and Section 9 of the Interim Rules. The public
respondent correctly applied the provisions of the Interim Rules. Under Section 8(1),
Rule 1 thereof, it is expressly stated that a Motion to Dismiss is a prohibited
pleading. MR was denied.

Issue: WON the dispute as to the validity of assessed unpaid association dues
is Intra-Corporate and thus, not barred by the completion of sale of unit.

Held: Yes.
The completion of the sale does not bar the Moreno spouses from questioning the
amount of the unpaid dues that gave rise to the foreclosure and to the subsequent
sale of their properties. The propriety and legality of the sale of the condominium
unit and the parking spaces questioned by Salvacion are different from the propriety
and legality of the unpaid assessment dues that the Moreno spouses are
questioning in the present case.
Relying on Wack wack Condo v. CA: Just because the property has already been sold
extrajudicially does not mean that the questioned assessments have now become
legal and valid or that they have become immaterial. In fact, the validity of the
foreclosure depends on the legality of the assessments and the issue must be
determined by the SEC if only to insure that the private respondent was not
deprived of her property without having been heard. If there were no valid
assessments, then there was no lien on the property, and if there was no lien, what
was there to foreclose?
Irene Martel Francisco vs. Numeriano Mallen, Jr., G.R. No. 173169 Sept. 22,

Numeriano Mallen, Jr. was hired as a waiter for VIPS Coffee Shop and
Restaurant, a fine dining restaurant which used to operate at the Harrison Plaza
Commercial Complex in Manila. On 1998, he availed several series of leaves
(sick/vacation/paternity), when he suffered from tonsilities he applied again for 3-
day sick leave but he was granted 3-month leave for being not physifically fit. Few
days after, he filed a complaint for underpayment of wages and non-payment of
holiday pay. Later on, he reported back to work with a medical certificate stating he
was fit to work but he was refused work, hence he filed a complaint for illegal
dismissal before the NLRC-NCR.

LA: Illegal dismissal.

NLRC: complaint for illegal dismissal is premature, directed petitioner to pay
the complainant separation pay in the plus his paternity leave pay.
CA: affirmed LA's decision. The respondent was constructively dismissed for
having been granted an increased three months leave instead of the three days
leave he applied for.

ISSUE: WON petitioner is personally liable for the monetary awards granted in
favor of respondent arising from his alleged illegal termination.

Irene Martel Francisco not liable for the monetary awards.

A corporation is a juridical entity with legal personality separate and distinct

from those acting for and in its behalf and, in general, from the people comprising
it. The rule is that obligations incurred by the corporation, acting through its
directors, officers and employees, are its sole liabilities.
To hold a director or officer personally liable for corporate obligations, two requisites
must concur:
(1) complainant must allege in the complaint that the director or officer assented to
patently unlawful acts of the corporation, or that the officer was guilty of gross
negligence or bad faith;and
(2) complainant must clearly and convincingly prove such unlawful acts, negligence
or bad faith.

The respondent failed to allege either in his complaint or position paper that
petitioner, as Vice-President of VIPS Coffee Shop and Restaurant, acted in bad faith.
Neither did respondent clearly and convincingly prove that petitioner, as Vice-
President of VIPS Coffee Shop and Restaurant, acted in bad faith. In fact, there was
no evidence whatsoever to show petitioners participation in respondents alleged
illegal dismissal. Clearly, the twin requisites of allegation and proof of bad faith,
necessary to hold petitioner personally liable for the monetary awards to
respondent, are lacking.