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[G.R. No. L-9996. October 15, 1957.

]

EUFEMIA EVANGELISTA, MANUELA EVANGELISTA and
FRANCISCA EVANGELISTA, petitioners, vs. THE COLLECTOR
OF INTERNAL REVENUE and THE COURT OF TAX
APPEALS, respondents.

Santiago F. Alidio and Angel S. Dakila, Jr. for petitioner.
Solicitor General Ambrosio Padilla, Assistant Solicitor General
Esmeraldo Umali and Solicitor Felicisimo R. Rosete for the respondents.

SYLLABUS

1. TAXATION; TAX ON CORPORATIONS INCLUDES ORGANIZATION
WHICH ARE NOT NECESSARY PARTNERSHIP. — "Corporations" strictly
speaking are distinct and different from "partnership". When our Internal
Revenue Code includes "partnership" among the entities subject to the tax on
"corporations", it must be allude to organization which are not
necessarily "partnership" in the technical sense of the term.
2. ID.; DULY REGISTERED GENERAL PARTNERSHIP ARE
EXEMPTED FROM THE TAX UPON CORPORATIONS. — Section 24 of the
Internal Revenue Code exempts from the tax imposed upon corporations "duly
registered general partnership", which constitute precisely one of the most
typical form of partnership in this jurisdiction.
3. ID.; CORPORATION INCLUDES PARTNERSHIP NO MATTER HOW
ORGANIZED. — As defined in section 84 (b) of the Internal Revenue Code "the
term corporation includes partnership, no matter how created or
organized." This qualifying expression clearly indicates that a joint venture need
not be undertaken in any of the standards form, or conformity with the usual
requirements of the law on partnerships, in order that one could be deemed
constituted for the purposes of the tax on corporations.
4. ID.; CORPORATIONS INCLUDES "JOINT ACCOUNT" AND
ASSOCIATIONS WITHOUT LEGAL PERSONALITY. — Pursuant to Section
84 (b) of the Internal Revenue Code, the term "corporations" includes, among
the others, "joint accounts (cuenta en participacion)" and "associations", none
of which has a legal personality of its own independent of that of its
members. For purposes of the tax on corporations, our National Internal
Revenue Code includes these partnership. — with the exception only of duly
registered general partnership. — within the purview of the term
"corporations." Held: That the petitioners in the case at bar, who are engaged

in real estate transactions for monetary gain and divide the same among
themselves, constitute a partnership, so far as the said Code is concerned, and
are subject to the income tax for the corporation.
5. ID.; CORPORATION; PARTNERSHIP WITHOUT LEGAL
PERSONALITY SUBJECT TO RESIDENCE TAX ON CORPORATION. — The
pertinent part of the provision of Section 2 of Commonwealth Act No. 465 which
says: "The term corporation as used in this Act includes joint-stock company,
partnership, joint account (cuentas en participacion), association or insurance
company, no matter how created or organized." is analogous to that of Section
24 and 84 (b) of our Internal Revenue Code which was approved the day
immediately after the approval of said Commonwealth Act No. 565. Apparently,
the terms "corporation" and "Partnership" are used both statutes with
substantially the same meaning, Held: That the petitioners are subject to the
residence tax corporations.

DECISION

CONCEPCION, J : p

This is a petition, filed by Eufemia Evangelista, Manuela Evangelista
and Francisca Evangelista, for review of a decision of the Court of Tax
Appeals, the dispositive part of which reads:
"FOR ALL THE FOREGOING, we hold that the petitioners are liable for
the income tax, real estate dealer's tax and the residence tax for the years 1945
to 1949, inclusive, in accordance with the respondent's assessment for the
same in the total amount of P6,878.34, which is hereby affirmed and the petition
for review filed by petitioners is hereby dismissed with costs against
petitioners."
It appears from the stipulation submitted by the parties:
"1. That the petitioners borrowed from their father the sum of
P59,140.00 which amount together with their personal monies was used
by them for the purpose of buying real properties;
"2. That on February 2, 1943 they bought from Mrs. Josefina
Florentino a lot with an area of 3,713.40 sq. m. including improvements
thereon for the sum of P100,000.00; this property has an assessed value
of P57,517.00 as of 1948;
"3. That on April 3, 1944 they purchased from Mrs. Josefa Oppus
21 parcels of land with an aggregate area of 3,718.40 sq. m. including
improvements thereon for P18,000.00; this property has an assessed
value of P8,255.00 as of 1948;

288.... and to endorse and deposit all notes and checks for them..... That on April 23....... as follows: INCOME TAXES 1945....... the petitioners had the same rented or leased to various tenants....14.........35......... "8.............983............ 1944 they purchased from the Insular Investments...... for and in their behalf.. real estate dealer's fixed tax and corporation residence tax for the years 1945- 1949.00 while the expenses amounted to P3. to issue receipts therefor... contracts..................90 _______________ Total including surcharge and compromise P6....30 1949......140.......575... "10................. That after having bought the above-mentioned real properties..... to sign all letters.. That on April 28....... m. according to the assessments made by said officer. That in 1948 they realized a gross rental income of P17.....50 .... Valentin Afable a lot of 8....... to collect and receive rents. including improvements thereon for P237..65 as expenses....00 as of 1943....234........ they realized a gross rental income in the sum of P24.453..30.. a lot of 4.. m. This property has an assessed value of P59. 1954.........371 sq.. "5....00 thereby leaving them a net rental income of P5....... That in 1946.1. computed......144.... Inc........... in default of such payment... 1945....... 1944 they bought from Mrs..157. "7...837....... 1945 up to and including December..................615..71 1947..... they appointed their brother Simeon Evangelista to 'manage their properties with full power to lease......498... out of which amount was deducted the sum of P16........." It further appears that on September 24....13...912...599............................. "6...33. "4..1...P37... "9..910.... the total amount collected as rents on their real properties was P9....786....... to bring suits against the defaulting tenant.....00..P614.....650.........1.........358 sq.. thereby leaving them a net rental income of P12....84 1946..00 out of the which amount was deducted the sum of P4.27 for expenses thereby leaving them a net rental income of P7... This property has an assessed value of P4.. 1945.825.00 as of 1948.. etc...........948. That from the month of March......34 1948.. including improvements thereon for P108...09 REAL ESTATE DEALER'S FIXED TAX 1946.... respondent Collector of Internal Revenue demanded the payment of income tax on corporations. That in a document dated August 16.

................... 1954......75 1949................................... The issue in this case is whether petitioners are subject to the tax on corporations provided for in section 24 of Commonwealth Act No..00 1948. ... as used in sections 24 and 84 of said Code...... with costs against the respondent......38.......50 RESIDENCE TAXES OF CORPORATION 1945.. With respect to the tax on corporations....75 1948.... 466..... and paid annually upon the total net income received in the preceding taxable year from all sources by every corporation organized in.............. as well as to the residence tax for corporations and the real estate dealers' fixed tax....75 TOTAL TAXES DUE P6.............150.." .........150.................................................. whereupon they instituted the present case in the Court of Tax Appeals............ and...............38.............. otherwise known as the National Internal Revenue Code.... 1947................ no matter how created or organized but not including duly registered general co- partnerships (compañias colectivas). the issue hinges on the meaning of the terms "corporation" and "partnership"................. and that they be absolved from the payment of the taxes in question....75 1946...... collected..34 Said letter of demand and the corresponding assessments were delivered to petitioners on December 3..........................................00 1949...........00 ____________ Total including penalty P527.....75 ______________ Total including surchage P193.... the Court of Tax Appeals rendered the above-mentioned decision for the respondent.......................................38................ the case is now before Us for review at the instance of the petitioners.....P38.......................... Rate of tax on corporations...........878......... After appropriate proceedings........ 24...... — There shall be levied............... 1954" be reversed. assessed... with a prayer that "the decision of the respondent contained in his letter of demand dated September 24.. or existing under the laws of the Philippines......38.150.. a tax upon such income equal to the sum of the following: ..... ..................... the pertinent parts of which read: "SEC................ a petition for reconsideration and new trial having been subsequently denied...........75 1947................... .

The first element is undoubtedly present in the case at bar.000. from 1945 to 1948 inclusive. Said common fund was not something they found already in existence.825. no matter how created or organized. for petitioners do not even suggest that there has been any change in the utilization thereof.30 by way of rentals. or to other personal uses. Upon consideration of all the facts and circumstances surrounding the case. Seemingly. joint-stock companies. What is more they jointly borrowed a substantial portion thereof in order to establish said common fund." Pursuant to this article. The number of lots (24) acquired and transactions undertaken.000. as well as the brief interregnum between each.000. petitioners have agreed to. It was not a property inherited by them pro indiviso. The properties were leased separately to several persons. one cannot but perceive a character of habitualitypeculiar to business transactions engaged in for purposes of gain. the essential elements of a partnership are two. joint accounts (cuentas en participacion).14. the issue narrows down to their intent in acting as they did. property or industry to a common fund. 1944. but in a series of transactions.234.00. . they bought a lot for P100. 1943. 3. The aforesaid lots were not devoted to residential purposes. They created it purposely.00. but does not include duly registered general copartnerships (compañias colectivas). and (b) intent to divide the profits among the contracting parties. particularly the last three purchases. 1943. who. Five (5) days later (April 28. 84(b). paid the total sum of P70. of petitioners herein. contribute money and property to a common fund. In other words. On April 3. On February 2. the lots are still being so let. admittedly.068. on April 23. 2. for." Article 1767 of the Civil Code of the Philippines provides: "By the contract of partnership two or more persons bind themselves to contribute money. This was soon followed. 1944). we are fully satisfied that their purpose was to engage in real estate transactions for monetary gain and then divide the same among themselves. namely: (a) an agreement to contribute money. by the acquisition of another real estate for P108. 1944. is strongly indicative of a pattern or common design that was not limited to the conservation and preservation of the aforementioned common fund or even of the property acquired by petitioners in February. property. they got a fourth lot for P237. They invested the same. not merely in one transaction. or industry to a common fund. with the intention of dividing the profits among themselves. Hence. and did. associations or insurance companies. "Sec. they purchased 21 lots for P18. because: 1. The term 'corporation' includes partnerships.

When our Internal Revenue Code includes "partnerships" among the entities subject to the tax on "corporations". and. not copartners. none of which has a legal personality of its own. Thus. for. to bring suits. This pretense was correctly rejected by the Court of Tax Appeals. independent of that of its members. To begin with. the term "corporation" includes. those cases are not in point. which. either on their purpose in creating the set up already adverted to. "the term corporation includes partnerships." This qualifying expression clearly indicates that a joint venture need not be undertaken in any of the standard forms. to sign letters and contracts. over fifteen (15) years. The foregoing conditions have existed for more than ten (10) years. namely. to be exact. since the first property was acquired. to organizations which arenot necessarily "partnerships". They did not even try to offer an explanation therefor. strictly speaking. and over twelve (12) years. 4. in order that one could be deemed constituted for purposes of the tax on corporations. with full power to lease. to collect rents. which constitute precisely one of the most typical forms of partnerships in this jurisdiction. (cuentas en participacion)" and "associations". in the technical sense of the term. or in conformity with the usual requirements of the law on partnerships. the tax in question is one imposed upon "corporations". Simeon Evangelista. pursuant to said section 84(b). they might not suffice to establish the intent necessary to constitute a partnership. the lawmaker could not have regarded that personality as a condition essential to the existence of the . the properties have been under the management of one person. are distinct and different from "partnerships". and to indorse and deposit notes and checks. Only one or two of the aforementioned circumstances were present in the cases cited by petitioners herein. and some of the characteristics of partnerships are lacking in the case at bar. 6. however. that they are mere co-owners. hence. since Simeon Evangelista became the manager. no matter how created or organized. Again. in consequence of the acts performed by them. 1945. taken singly. the affairs relative to said properties have been handled as if the same belonged to a corporation or business enterprise operated for profit. 5. or. section 24 of said Code exempts from the aforementioned tax "duly registered general partnerships". or on the causes for its continued existence. therefore. Although. Likewise. the collective effect of these circumstances is such as to leave no room for doubt on the existence of said intent in petitioners herein. did not come into existence. for instance. with a personality independent of that of its members. to issue receipts. a legal entity. Thus. said Code must allude. Accordingly. among other. Petitioners insist. Petitioners have not testified or introduced any evidence. Since August. as defined in section 84(b) of said Code. "joint accounts.

our National Internal Revenue Code. an additional argument in favor of the imposition of said tax on corporations. acting in a representative capacity. . . financial operation." It may not be amiss to add that petitioners' allegation to the effect that their liability in connection with the leasing of the lots above referred to. a syndicate. . . joint-stock companies and insurance companies. By specific provision of said laws. a 'common law' trust. or a partnership. an interinsurance exchange operating through an attorney in fact. a joint- stock corporation or company. or a corporation. within the meaning of the Code. Under the Internal Revenue Laws of the United States. a trust or an estate. like corporate affairs. financial operation." (8 Merten's Law of Federal Income Taxation. and any other type of organization (by whatever name known) which is not. as well. It includes any organization. or the attainment of some object. on which we express no opinion tends to increase the similarity between the nature of their venture and that of corporations. which. the term "association" is not used in the aforementioned laws ". the American Law. italics ours. provides its own concept of a partnership. a committee. a 'business' trusts a 'Massachusetts' trust. includes these partnerships — with the exception only of duly . Under the term 'partnership' it includes not only a partnership as known at common law but. under the management of one person — even if true. p. are conducted by a single individual. created for the transaction of designated affairs. like a corporation. pool. p. joint venture. or venture is carried on. It is immaterial whether such organization is created by an agreement.) "The term 'partnership' includes a syndicate. group. or some other group. therefore. or other unincorporated organization which carries on any business... 789. a statute. and which is not. In fact." However. group. and 'investment' trust (whether of the fixed or the management type). . pool. and the affairs of which. through or by means of which any business. 562 Note 63. ." (7A Merten's Law of Federal Income Taxation. 788. continues notwithstanding that its members or participants change. p.partnerships therein referred to. in any narrow or technical sense. It includes a voluntary association. . or venture. or otherwise. a partnership association. joint venture or other unincorporated organization. italics ours. . . "corporations" are taxed differently from "partnerships".) Similarly. such "corporations" include "associations. as above stated.) For purposes of the tax on corporations. a declaration of trust. estate. a trust. and is. . within the meaning of the Code." (7A Merten's Law of Federal Income Taxation. italics ours. ". "duly registered general copartner ships" —which are possessed of the aforementioned personality — have been expressly excluded by law (sections 24 and 84 [b]) from the connotation of the term "corporation. a board.

therefore. partnership. J.) Wherefore.time dealer in real estate or as an owner of rental property or properties rented or offered to rent for an aggregate amount of three thousand pesos or more a year.. leasing.no matter how created or organized. association or insurance company. whether domestic or resident foreign. also. "The term 'corporation' as used in this Act includes joint-stock company. Padilla. 465 provides in part: "Entities liable to residence tax." It is. It is so ordered. Paras. Endencia and Felix. Lastly. in no case. to the residence tax for corporations. engaged in or doing business in the Philippines shall pay an annual residence tax of five pesos and an annual additional tax which. 1939). and are subject to the income tax for corporations." (Italics ours." (italics ours. A. B. .registered general copartnerships — within the purview of the term "corporation. exchanging.) Considering that the pertinent part of this provision is analogous to that of sections 24 and 84(b) of our National Internal Revenue Code (Commonwealth Act No. Thus. or renting property or his own account as principal and holding himself out as a full or part. the day immediately after the approval of said Commonwealth Act No. for "real estate dealers.. . J. no matter how created or organized.. and that the yearly gross rentals of said properties from 1945 to 1948 ranged from P9.599 to P17. it is apparent that the terms "corporation" and "partnership" are used in both statutes with substantially the same meaning. C. 1939. As regards the residence tax for corporations. JJ. Reyes. L. Consequently. the appealed decision of the Court of Tax Appeals is hereby affirmed with costs against the petitioners herein.. insofar as said Code is concerned. they are subject to the tax provided in section 193 (q) of our National Internal Revenue Code. . in accordance with the following schedule: . joint account (cuentas en participacion). .453. — Every corporation. concur. shall exceed one thousand pesos. petitioners are subject. Reyes. pursuant to section 194(s) thereof: "'Real estate dealer' includes any person engaged in the business of buying. . selling.. clear to our mind that petitioners herein constitute a partnership. section 2 of Commonwealth Act No. Bengzon. the records show that petitioners have habitually engaged in leasing the properties above mentioned for a period of over twelve years. . 466). and that the latter was approved on June 15." inasmuch as. 465 (June 14.

This was soon followed on April 23. they bought a lot for P100. "(3) The sharing of gross returns does not of itself establish a partnership. whether such co-owners or co-possessors do or do not share any profits made by the use of the property. The number of lots (24) acquired and transactions undertaken. concurring: I agree with the opinion that petitioners have actually contributed money to a common fund with express purpose of engaging in real estate business for profit. On February 2.000. 1944. particularly the last three purchases. they purchased 21 lots for P18.14. On April 3. 1944). The series of transactions which they had undertaken attest to this. This only means that. the presence of other elements constituting partnership is necessary. Said article paragraphs 2 and 3.000. and the freedom to transfer or assign any interest in the property by one with the consent of the . J. provides: "(2) Co-ownership or co-possession does not of itself establish a partnership. Separate Opinions BAUTISTA ANGELO. In other words. 1944. but in a series of transactions. such as the clear intent to form a partnership. they got a fourth lot for P237. by the acquisition of another real estate for P108. 1943.825. This appears in the following portion of of the decision: "2. the existence of a juridical personality different from that of the individual partners. Five (5) days later (April 28. whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived." From the above it appears that the fact that those who agree to form a co-ownership share or do not share any profits made by the use of the property held in common does not convert their venture into a partnership Or the sharing of the gross returns does not of itself establish a partnership whether or not the persons sharing therein have a joint or common right or interest in the property. aside from the circumstance of profit. is strongly indicative of a pattern or common design that was not limited to the conservation and preservation of the afore-mentioned common fund or even of the property acquired by petitioner in February. 1943. They invested the same.234." I wish however to make the following observation: Article 1769 of the new Civil Code lays down the rule for determining when a transaction should be deemed a partnership or a co-ownership.. one cannot but perceive a character of habituality peculiar to businesstransactions engaged in for purposes of gain. as well as the brief interregnum between each. not merely in one transaction.

12 S." . p. 635-636). vs.. 1157. his brother. 682. Wilson. Ed. 142 U. taken singly. the collective effect of these circumstances (referring to the series of transactions) such as to leave no room for doubt on the existence of said intent in petitioners herein. 74. by two. 673. Ct. Sideway.) "The common ownership of property does not itself create a partnership between the owners.) This is impliedly recognized in the following portion of the decision: "Although. without becoming partners.. They have no common stock or capital. App. 341." (Magee vs. 35 L. 470. 160 No. E. 2n Ed. nor does an agreement to share the profits and losses on the sale of land create a partnership. no partnership existed as between the three parties. 233 Mass. 1067. are not thereby rendered partners. 150 P. S.) "A joint purchase of land. 363.) "Where plaintiff. Vol. the parties are only tenants in common." (Elements of the law of Partnership by Floyd R. they might not suffice to establish the intent necessary to constitute a partnership. I. 142 S. Herring." (Spurlockvs. Civil Code of the Philippines Annotated. pp. Mechem. W. 123 N. and no community of interest as principal proprietors in the business itself which the proceeds derived. whatever their relation may have been as to third parties. It is evident that an isolated transaction whereby two or more persons contribute funds to buy certain real estate for profit in the absence of other circumstances showing a contrary intention cannot be considered a partnership. 50 Ill. does not constitute a copartnership in respect thereto. agree among themselves as to the management and use of such property and the application of the proceeds therefrom. and they may. and to divide the profits of disposing of it." (Clark vs. "Persons who contribute property or funds for a common enterprise and agree to share the gross returns of that enterprise in proportion to their contribution. and dispose of the whole property. manage the business. but who severally retain the title to their respective contribution. the brother and the other not being entitled to share in plaintiff's commissions. 1953 ed.. though they may use it for purpose of making gains. and another agreed to become owners of a single tract of realty. section 83. Magee. (b) generally a participating in both profits and losses. 327. holding as tenants in common. 14.) "In order to constitute a partnership inter sese there must be: (a) An intent to form the same. as far as third persons are concerned as enables each party to make contract. (c) and such a community of interest." (Municipal Paving Co.others (Padilla.

(Evangelista v.. and when invoked in support of an end subversive of this policy. Yatco & Yatco for appellant. CONCEPT OF SEPARATE AND DISTINCT PERSONALITY. Chicago Smelting & Refining Corp. respondent-appellee. CORPORATIONS.. will be disregarded by the courts. CORPORATE LIABILITY FOR PARTNERSHIP DEBTS. 83 June 19. Bros.R. The concept cannot be extended to a point beyond its reasons and policy. Collector of Internal Revenue. 2d 12. Solicitor General Edilberto Barot..) The reason for the rule is that the members of the partnership may be said to have simply put on a new coat. L-9996. April 28. 102 PHIL 140-152) [G. No. 539. and the . — The weight of authority the view that where a corporation was formed by. Supp. SYLLABUS 1. Garden City News Corps. ID. and is prima facie liable therefor. 692.Y. 1960. it is but a legal fiction introduced for purposes of convenience and to subserve the ends of justice. [October 15. petitioner- appellant. such corporation is presumed to have assumed partnership debts. L-14606. ID. 246 Ill. Ball vs. No. in payment for which corporate capital stock was issued. Solicitor Camilo Quiazon and Crispin Baizas for appellee. vs. 57 P. App. Jur. WHEN DISREGARDED BY COURTS.. or taken on a corporate cloak.) 2.R.. — Although a corporation once formed is conferred a juridical personality separate and distinct from the persons composing it. N. G. vs Sullivan. 160. ||| 1957].] LAGUNA TRANSPORTATION CO. and consisted of members of partnership whose business and property was conveyed and transferred to the corporation for the purpose of continuing its business. INC. SOCIAL SECURITY SYSTEM. (Stowell vs. (13 Am.

with principal place of business at Biñan. respondent filed its answer on February 11. since the latter's business has been in operation for at least 2 years prior to September 1. Ed.1 To this petition. Inc. On the date of the trial. with the principal place of business at the new GSIS Bldg. "3.] 402-411. and for a declaration that petitioner is covered by said Act. as follows: "1. respondent filed a motion for preliminary hearing on its defense that petitioner failed to exhaust administrative remedies. Manila. therefore. as amended by Republic Act No.. the parties agreed to present. it was postponed by agreement of the parties.. in lieu of any other evidence. When the case was called for preliminary hearing. 1161. where it may be served with summons.) DECISION BARRERA. a stipulation of facts. not obliged to pay to the latter the contributions required under the Social Security Act. 1957. On February 11. 1958. corner Arroceros and Concepcion Streets. "2.corporation is a mere continuation of the partnership. it was set for trial. That respondent has served notice upon the petitioner requiring it to register as member of the System and to remit the premiums due from all the employees of . 1792. 1958. which they did on May 27. (8 Fletcher Cyclopedia Corporations [Perm. 1958. J : p On January 24. filed with the Court of First Instance of Laguna a petition praying that an order be issued by the court declaring that it is not bound to register as a member of respondent Social Security System and. Subsequently. That petitioner is a domestic corporation duly organized and existing under the laws of the Philippines. That respondent is an agency created under Republic Act No. petitioner Laguna Transportation Co. 1958 praying for its dismissal due to petitioner's failure to exhaust administrative remedies. Laguna.

400. and a supplemental Information Sheet . "7. the said vendeed formed an unregistered partnership under the name of Laguna Transportation Company which continued to operate the lines and equipment bought from the Biñan Transportation Company.81 Maura Mendoza 333 shares 33. That the original partners forming the Laguna Transportation Company. "9.90 Florentino Mata 110 shares 11. and which corporation is the plaintiff now in this case. sold part of the lines and equipment it operates to Gonzalo Mercado.49 Artemio Mercado 94 shares 9.330. . . 1956. That after the sale. Inc.822. . That the plaintiff filed on August 30. 1957 an Employee's Data Record .565. Inc.000.00 1.00 P27. Artemio Mercado.481.300. .54 Sabina Borja 64 shares 6..00 P9. 1957. of Amount Amount Shares Subscribed Paid "Dominador Cruz 333 shares P33.00 _________ _________ ________ 1. That the incorporation of the Laguna Transportation Company. "4. organized a corporation known as the Laguna Transportation Company.750.00 2. in addition to new lines which it was able to secure from the Public Service Commission. the Biñan Transportation Co. That sometime in 1949. "5.00 3.55 "8.00 9. a corporation duly registered with the Securities and Exchange Commission. Florentino Mata and Dominador Vera Cruz.160. which was registered with the Securities and Exchange Commission on June 20.021.400.. . and their corresponding shares are as follows: Name No.000.81 Gonzalo Mercado 66 shares 6.600.the petitioner and the contribution of the latter to the System beginning the month of September.. That the corporation continued the same transportation business of the unregistered partnership. with the addition of two new members.160.000 shares P100.00 1.. "6.

provides: "SEC. plaintiff requested for exemption from coverage by the System on the ground that it started operation only on June 20. subject to compulsory coverage thereunder. That prior to November 11. Manager of the Production Department of the respondent System for and in behalf of the Acting Administrator. it was subject to compulsory coverage under said law. . if they have been for at least six months in the service of an employer who is a member of the System. . That the Commission may not compel any employer to became a member of the System unless . 1958. "12. the court. 1957. therefore. informed plaintiff that plaintiff's business has been in actual operation for at least two years. Compulsory Coverage. "11. Petitioner claims that the lower court erred in holding that it is an employer engaged in business as a common carrier which had been in operation for at least 2 years prior to the enactment of the Social Security Act and. Provided. Carlos Sanchez. 1161. petitioner appealed directly to us. in part. the Social Security System notified plaintiff that it was covered. 1957. . when it was registered with the Securities and Exchange Commission but on November 11. . rendered a decision the dispositive part of which reads: "Wherefore.. . . raising purely questions of law. the Court is of the opinion and so declares that the petitioner was an employer engaged in business as common carrier which had been in operation for at least two years prior to the enactment of Republic Act No.. On November 14.. 1956. plaintiff through counsel sent a letter to the Social Security System contesting the claim of the System that plaintiff was covered." On the basis of the foregoing stipulation of facts. as amended by Republic Act 1792 and by virtue thereof. "10. . . Section 9 of the Social Security Act. inclusive. 1957. 9. on August 15." From this decision. — Coverage in the System shall be compulsory upon all employees between the ages of sixteen and sixty years. 1957. . On November 27.

The corporation continued the same transportation business of the unregistered partnership. and when invoked in support of an end subversive of this policy.) "If any general rule can be laid down. commenced the operation of its business as a common carrier on April 1. 43 Off. vs. cited Koppel Philippines. . it is that a corporation will be looked upon as a legal entity as a general rule. and until sufficient reason to the contrary appears. Hence. or defend crime. 160. 1954 and for at least two years prior to the passage of the amendatory act on June 21. Inc.S. The concept cannot be extended to a point beyond its reasons and policy. 247. and Dominador Vera Cruz." (Emphasis supplied. since it was registered as a corporation with the Securities and Exchange Commission only on June 20. 142 Fed. by registering its articles of incorporation with the Securities and Exchange Commission on June 20. U. it must be considered to have been in operation once formed is conferred a juridical personality separate and distinct from the persons composing it. except with the addition of the word "Inc. but. These 4 original partners. (13 Am. only a change in the form of the organization of the entity engaged in the business of transportation of passengers.) It is not disputed that the Laguna Transportation Company. he shall have been in operation for at least two years . Artemio Mercado. Ed. in effect. 1956. The firm name "Laguna Transportation Company" was not altered. 1957." to indicate that petitioner was duly incorporated under existing laws.] 135-136. Gaz. when the notion of legal entity is used to defeat public convenience. an unregistered partnership composed of Gonzalo Mercado. Petitioner argues that. justify wrong." (1 Fletcher Cyclopedia Corporations [Perm. said entity as an employer engaged in business. using the same lines and equipment. 1956.. 4604. protect fraud. Milwankee Refrigeration Transit Co. it is but a legal fiction introduced for purposes of convenience and to subserve the ends of justice. will be disregarded by the courts. Yatco. There was. the law will regard the corporation as an association of persons. Jur.) . Florentina Mata. was already in operation for at least 3 years prior to the enactment of the Social Security Act on June 18. . . 1949. with 2 others (Maura Mendoza and Sabina Borja) later converted the partnership into a corporate entity. in the present state of authority..

634. or taken on a corporate cloak. Ed. Garden City News Corps. as a new entity. and consisted of members of a partnership whose business and property was conveyed and transferred to the corporation for the purpose of continuing its business. 83 June 19. thereby. petitioner herein. The door to fraudulent circumvention of the statute would.R. on the theory that. 310. Artemio Mercado. courts will look to the substance and not to the form. in fact. As a rule.) The reason for the rule is that the members of the partnership may be said to have simply put on a new coat. To adopt petitioner's argument would defeat. rather than promote.Y. App. vs. no transfer of interest. 2d 263.. 57 P. Sullivan. 692. Moreover. i. petitioner admitted that as an employer engaged in the business of a common carrier. it has not been in operation for a period of at least 2 years. its operation commenced on April 1. Snyder. to our mind.) Finally. in payment for which corporate capital stock was issued. Supp. 172 Fed. Chicago Smelting & Refining Corp. Florentino Mata. This omission. 612.] 139-140. (Stowell vs. Unlike in the conveyance made by the Biñan Transportation Company to the partners Gonzalo Mercado. 1949 while it was a partnership and continued by the corporation upon its formation on June 20. vs. Bros.e. the ends for which the Social Security Act was enacted. such corporation is presumed to have assumed partnership debts. the weight of authority supports the view that where a corporation was formed by. and the corporation . and Dominador Vera Cruz. vs. Montollo Eric Works. 246 IU. clearly indicates that there was. N. and is prima facie liable therefor... (Colonial Trust Co. Metropolitan Holding Co. 79 F. 44 Phil. 538. 1 Fletcher Cyclopedia Corporations [Perm. but a mere change in the form of the organization of the employer engaged in the transportation business. be opened. 2d 12. no mention whatsoever is made either in the pleadings or in the stipulation of facts that the lines and equipment of the unregistered partnership had been sold and transferred to the corporation.. 103 A. Arnold vs. from an unregistered partnership to that of a corporation. An employer could easily circumvent the statute by simply changing his form of organization every other year. 1956. et al.L. Willits. Ball vs. and then claim exemption from contribution to the System as required.

(8 Fletcher Cyclopedia Corporations [Perm. No. In fact the practice is for an attorney-at-law to bring the action. 1954. Social Security System. G. SYLLABUS 1. GREGORIO ARANETA. Inc. with costs against petitioner- appellant.] 402-411. .. the same is hereby affirmed. May 28. Araneta & Araneta for appellee.. Paras. 107 PHIL 833-839) EN BANC [G. — Section 2 of the Rules of Court requires that an action be brought in the name of. ATTORNEY MAY BRING ACTION IN THE PLAINTIFF'S NAME. concur. Bengzon. INC.. Montemayor. TUASON & CO. C. defendant-appellant. is a mere continuation of the partnership. 1960]. L-4935.R. that is. finding no error in the judgment of the court a quo. the real property interest. PARTIES. So ordered. in the name of the plaintiff.J. Concepción.M. REAL PARTY IN INTEREST.) Wherefore..R. to file the complaint. but not necessarily by. Bautista Angelo. v. Jose A.. Labrador.   (Laguna Transportation Co. L-14606. plaintiff-appellee.] J. and Gutierrez David. QUIRINO BOLAÑOS. Ed. ||| [April 28. vs. JJ. Buendia for appellant. No. INC. represented by its Managing PARTNER.

— A decree of registration can no longer be impugned on the ground of fraud. 80 A. CORPORATION AS PARTY MAY BE REPRESENTED BY ANOTHER PERSON. to recover possession of registered land situated in barrio Tatalon. the action is not a class suit. 2. nor could title to that land in derogation of that of plaintiff be acquired by adverse possession or prescription since adverse. . ACTIONS. 389-390. IDENTITY OF CAUSE OF ACTION. Neither could the decree be collaterally attacked by any person claiming title to. for the true rule is that "although a corporation has no power to enter into a partnership.L. — Where one action is for the recovery of ownership and the other is for recovery of possession. 6. Quezon City Branch. — There is nothing against one corporation being represented by another person. 1952 ed." (Wyoming-Indiana Oil Gas Co.. there is no identity of cause of action. natural or juridical. AMENDMENTS TO CONFIRM TO EVIDENCE NOT NECESSARY TO RENDER JUDGMENT ON FACTS PROVED THOUGH NOT ALLEGED. citing 2 Fletcher Cyc. NATURAL OR JUDICIAL.. or interest in. vs. ID. it may nevertheless enter into a joint venture with another where the nature of that venture is in line with the business authorized by its charter. DECISION REYES. — Where the facts shown entitled plaintiff to relief other than that asked for. J :p This is an action originally brought in the Court of First Instance of Rizal. and the appellate court may treat the pleading as amended to confirm to the evidence. 1082.. although the pleadings were not actually amended. ID. notorious and continuous possession under claim of ownership is ineffective against Torrens title ands the right to secure possession under a decree of registration does not prescribe. error or lack of notice to defendant. no amendment to the complaint is necessary. after one year has elapsed from the issuance and entry of the decree. LAND REGISTRATION. COMPLAINTS. Quezon City. CLASS SUIT. 5.. Weston. Rules of Court.) 3. E. especially where defendant has himself raised the point on which recovery is based. — Where the action seeks relief for each individual plaintiff and not relief for and on behalf of others. NOT ALLOWED.) 4. 1043.R. REOPENING OF DECREE AFTER ONE YEAR. in a suit in court. (Citing Maran. the land prior to the registration proceedings.

The answer further alleges that registration of the land in dispute was obtained by plaintiff or its predecessors in interest thru "fraud or error and without knowledge (of) or notice either personal or thru publication to defendant and/or predecessors in interest. Plaintiff's complaint was amended three times with respect to the extent and description of the land sought to be recovered. plaintiff again. until he vacates the land. 1940. which was plaintiff's Transfer Certificate of Title No. the lower court rendered judgment for plaintiff. exclusive and public and notorious possession (of the land in dispute) under claim of ownership. sets up prescription and title in himself thru "open. had testified that the area occupied and claimed by defendant was about 13 hectares. "II. "IV. And still later. The trial court erred in holding that the land in dispute is covered by transfer certificates of Title Nos. defendant makes the following assignment of errors: "I. "VI. after defendant had indicated the plaintiff's surveyors the portion of land claimed and occupied by him. But the complaint was amended by reducing the area to 6 hectares. 37686 and 37677. The trial court erred in admitting the third amended complaint. The second amendment became necessary and was allowed following the testimony of plaintiff's surveyors that a portion of the area was embraced in another certificate of title. in his answer." The answer therefore prays that the complaint be dismissed with costs and plaintiff required to reconvey the land to defendant or pay its value. amended its complaint to make its allegations conform to the evidence. "III. The trial court erred in denying defendant's motion to strike. Defendant. declaring defendant to be without any right to the land in question and ordering him to restore possession thereof to plaintiff and to pay the latter a monthly rent of P132. Quirino Feria. as shown in his Exhibit 1. continuous. with the leave of court. The trial court erred in including in its decision land not involved in the litigation. The original complaint described the land as a portion of a lot registered in plaintiff's name under Transfer Certificate of Title No. after defendant's surveyor and witness. "V. Appealing directly to this court because of the value of the property involved. . in the course of trial. The trial court erred in not dismissing the case on the ground that the case was not brought by the real party in interest. After trial. more or less. The trial court erred in not finding that the defendant is the true and lawful owner of the land. adverse to the entire world by defendant and his predecessors in interest" from "time immemorial".62 from January. and also to pay the costs. 37677. 37686 of the land record of Rizal Province and as containing an area of 13 hectares more or less.

62 monthly from January." As to the first assigned error.. The trial court erred in not ordering the plaintiff to reconvey the land in litigation to the defendant. Errors II. (Section 2. but failure so to amend does not affect the result of the trial of these issues. The contention that Gregorio Araneta. Rules of Court. That practice appears to have been followed in this case. it may nevertheless enter into a joint venture with another where the nature of that venture is in line with the business authorized by its charter.. 1082. The trial court erred in finding that the defendant is liable to pay the plaintiff the amount of P132. another corporation. Inc. as if they had been raised in the pleadings.. If evidence is objected to at the trial on the ground that it is not within the issues made by the pleadings. the court may allow the pleadings to be amended and shall be so freely when the presentation of the merits of the action will be subserved thereby and the objecting party fails to satisfy the court that the admission of such evidence would prejudice him in . 80 A. even after judgment. Rule 2. in a suit in court. but not necessarily by. Tuason & Co. Inc. Weston. 1043. until he vacates the premises. "counsel for plaintiff" and commences with the statement "Comes now plaintiff. in the name of the plaintiff. the real party in interest. "VIII. but there is nothing against one corporation being represented by another person. which sanctions such amendment. citing 2 Fletcher Cyc. It reads: SEC. as "its managing partner" is not in line with the corporate business of either of them. since the complaint is signed by the law firm of Araneta & Araneta. referring to the admission of the third amended complaint. R." It is true that the complaint also states that the plaintiff is "represented herein by its Managing Partner Gregorio Araneta. "VII. L. Inc. Amendment to conform to evidence. by J.) In fact the practice is for an attorney-at-law to bring the action. that is to file the complaint. III. vs. may be answered by mere reference to section 4 of Rule 17. What the Rules of Court require is that an action be brought in the name of. — When issues not raised by the pleadings are tried by express or implied consent of the parties. Inc. 1940. 4.". Such amendment of the pleadings as may be necessary to cause them to conform to the evidence and to raise these issues may be made upon motion of any party at my time. they shall be treated in all respects. there is nothing to the contention that the present action is not brought by the real party in interest. that is. for the true rule is that "though a corporation has no power to enter into a partnership. can not act as managing partner for plaintiff on the theory that it is illegal for two corporations to enter into a partnership is without merit. M. through its undersigned counsel." (Wyoming- Indiana Oil Gas Co. of Corp. natural or juridical.) There is nothing in the record to indicate that the venture in which plaintiff is represented by Gregorio Araneta. and IV.

covered by transfer certificate of title No. is against defendant. and of lot No. 1914 under original certificate of title No. error or lack of notice to defendant. or interest in." defendant later changed his lawyer and also his theory and tried to prove that the land in dispute was not covered by plaintiff's certificate of title. through his attorney.789 square meters. Quezon City. more or less.3-C and major on portion of lot 4-B-4. commenting on the provision. Neither could the decree be collaterally attacked by any person claiming title to. with an area of 5.) Our conclusion therefore is that specification of error II. witnesses for plaintiff. Let us now pass on the errors V and VI. 735. and IV are without merit.. the land prior to the registration proceedings. especially where defendant has himself raised the point on which recovery is based. 4-B-3-C. As the land in dispute is covered by plaintiff's Torrens certificate of title and was registered in 1914. and that the appellate court treat the pleadings as amended to conform to the evidence. at the early stage of the trial. the decree of registration can no longer be impugned on the ground of fraud. American courts have. for it clearly establishes that plaintiff is the registered owner of lot No. covered by transfer certificate of title No. ruled that where the facts shown entitled plaintiff to relief other than that asked for. and is well within the area covered by the two transfer certificates of title already mentioned.429. III. 37677 of the land records of the same province. under the New Federal Rules of Civil Procedure. situate in barrio Tatalon. having an area of 74. Quirico Feria." (I Moran. The court may grant a continuance to enable the objecting party to meet such evidence. Rules of Court. situated in the same barrio. The combined testimony of these three witnesses clearly shows that the portion claimed by defendant is made up of a part of lot 4 B. no amendment to the complaint is necessary. although the pleadings were not actually amended. Chief Justice Moran says in his Rules of Court: "Under this section. 389-390. The identity of the lots was established by the testimony of Antonio Manahan and Magno Faustino.3 square meters. Admitting." Under this provision amendment is not even necessary for the purpose of rendering judgment on issues proved though not alleged. maintaining his action or defense upon the merits. The evidence.297. . This fact also appears admitted in defendant's answer to the third amended complaint. Thus. both lots having been originally registered on July 8. more or less. that the land in dispute "is that described or represented in Exhibit A and in Exhibit B enclosed in red pencil with the name Quirino Bolaños. 4-B-4. and the identity of the portion thereof claimed by defendant was established by the testimony of his own witness. 1952 ed. 37686 of the land records of Rizal province. however. as more than one year has already elapsed from the issuance and entry of the decree.

Marinao et al..) Nor could title to that land in derogation of that of plaintiff.) And it is likewise settled that the right to secure possession under a decree of registration does not prescribe. for he has been asserting all along that the premises in question "have always been since time immemorial in open." But it appears from the record that the reasonable compensation for the use and occupation of the premises. 796.62 a month. . 43. 1940. has filed a motion to dismiss alleging that there is pending before the Court of First Instance of Rizal another action between the same parties and for the same cause and seeking to sustain that allegation with a copy of the complaint filed in said action. exclusive and public and notorious possession and under claim of ownership adverse to the entire world by defendant and his predecessors in interest.(Soroñgon vs. 43 Off. 92 Phil. while the present one is for recovery of possession. VIII is but a consequence of the other errors alleged and needs for further consideration. 5105.) A recent decision of this Court on this point is that rendered in the case of Jose Alcantara et al. it is claimed that 'there was no evidence to sustain the finding that defendant should be sentenced to pay plaintiff P132. (Francisco vs. Gaz. the registered owner.. until he vacates the premises. And while appellant claims that he is also involved in that other action because it is a class suit. (Section 46. 496.. (Valiente vs.) Adverse. And it cannot be supposed that defendant has been paying rents. 2 etc. 9. It also appears from the testimony of J. That other case is one for recovery of ownership. 3819. notorious and continuous possession under claim of ownership for the period fixed by law is ineffective against a Torrens title. The motion for dismissal is clearly without merit.2619 hectares. Act No. 45 Off. Judge of CFI of Tarlac. as stipulated at the hearing was P10 a month for each hectare and that the area occupied by defendant was 13. 1 45 Off.. A. As to error VII. Gaz. continuous. This disposes of the alleged errors V and VI. the complaint does not show that such is really the case. p. During the pendency of this case in this Court appellant. On the contrary. Supp. Gaz. Error No.Cruz. thru other counsel.. for the pretended identity of parties and cause of action in the two suits does not appear. 5109-5110.62 monthly from January.. The total rent to be paid for the area occupied should therefore be P132." This assignment of error is thus clearly without merit. vs. Araneta and witness Emigdio Tanjuatco that as early as 1939 an action of ejectment had already been filed against defendant.. Makalintal. it appears that the action seeks relief for each individual plaintiff and not relief for and on behalf of others. But an examination of that complaint reveals that appellant's allegation is not correct. be acquired by prescription or adverse possession.

vs.L.) 3.J. (J." (Wyoming-Indiana Oil Gas Co. GREGORIO ARANETA. 1954. defendant-appellant. G. JJ. represented by its Managing PARTNER. Labrador and Concepcion.. Montemayor. 95 PHIL ||| 106-113) EN BANC [G. with costs against the appellant. TUASON & CO. Inc. AMENDMENTS TO CONFIRM TO EVIDENCE NOT NECESSARY TO RENDER JUDGMENT ON FACTS PROVED THOUGH NOT . Bengzon. it may nevertheless enter into a joint venture with another where the nature of that venture is in line with the business authorized by its charter.. for the true rule is that "although a corporation has no power to enter into a partnership. Wherefore. plaintiff-appellee. in a suit in court.M. No. 1082.. Buendia for appellant. [May 28. Bolaños. COMPLAINTS. — There is nothing against one corporation being represented by another person.. Bautista Angelo.R. the real property interest.. In fact the practice is for an attorney-at-law to bring the action. — Section 2 of the Rules of Court requires that an action be brought in the name of. L-4935. REAL PARTY IN INTEREST. v. NATURAL OR JUDICIAL. 80 A. Weston. the judgment appealed from is affirmed. E. in the name of the plaintiff. to file the complaint. 1954]. but not necessarily by. Jose A. PARTIES. Paras. citing 2 Fletcher Cyc..] J..R. Tuason & Co. May 28. Pablo.R. that is. INC. ATTORNEY MAY BRING ACTION IN THE PLAINTIFF'S NAME. Jugo. SYLLABUS 1. L-4935. ID.M. CORPORATION AS PARTY MAY BE REPRESENTED BY ANOTHER PERSON. vs. No. concur. 2.. 1043. C. Araneta & Araneta for appellee. QUIRINO BOLAÑOS. INC. natural or juridical.

nor could title to that land in derogation of that of plaintiff be acquired by adverse possession or prescription since adverse. Plaintiff's complaint was amended three times with respect to the extent and description of the land sought to be recovered. the land prior to the registration proceedings. Quezon City. ALLEGED. or interest in. — Where the action seeks relief for each individual plaintiff and not relief for and on behalf of others. LAND REGISTRATION.. error or lack of notice to defendant. The second amendment became necessary and was allowed following the testimony of plaintiff's surveyors that a portion of the area was embraced in another certificate of title. which was plaintiff's Transfer . REOPENING OF DECREE AFTER ONE YEAR. 1952 ed. (Citing Maran. Rules of Court. The original complaint described the land as a portion of a lot registered in plaintiff's name under Transfer Certificate of Title No. ID. 37686 of the land record of Rizal Province and as containing an area of 13 hectares more or less. after one year has elapsed from the issuance and entry of the decree. ACTIONS. Neither could the decree be collaterally attacked by any person claiming title to.) 4. no amendment to the complaint is necessary. — Where the facts shown entitled plaintiff to relief other than that asked for. although the pleadings were not actually amended. the action is not a class suit. notorious and continuous possession under claim of ownership is ineffective against Torrens title ands the right to secure possession under a decree of registration does not prescribe. 389-390. to recover possession of registered land situated in barrio Tatalon. DECISION REYES. 6. But the complaint was amended by reducing the area to 6 hectares. 5. after defendant had indicated the plaintiff's surveyors the portion of land claimed and occupied by him. and the appellate court may treat the pleading as amended to confirm to the evidence. there is no identity of cause of action. IDENTITY OF CAUSE OF ACTION. — Where one action is for the recovery of ownership and the other is for recovery of possession. especially where defendant has himself raised the point on which recovery is based. J :p This is an action originally brought in the Court of First Instance of Rizal.. more or less. CLASS SUIT. — A decree of registration can no longer be impugned on the ground of fraud. Quezon City Branch. NOT ALLOWED.

until he vacates the premises.. And still later. with the leave of court. 37686 and 37677. "VII. "III. The trial court erred in holding that the land in dispute is covered by transfer certificates of Title Nos. The trial court erred in denying defendant's motion to strike. The trial court erred in including in its decision land not involved in the litigation.62 monthly from January. the real party in interest.62 from January. but not necessarily by. had testified that the area occupied and claimed by defendant was about 13 hectares. 37677. The trial court erred in admitting the third amended complaint. 1940. by J. Quirino Feria. defendant makes the following assignment of errors: "I. Appealing directly to this court because of the value of the property involved. Inc." The answer therefore prays that the complaint be dismissed with costs and plaintiff required to reconvey the land to defendant or pay its value. exclusive and public and notorious possession (of the land in dispute) under claim of ownership. sets up prescription and title in himself thru "open. Defendant. M. "VI. "VIII. The trial court erred in not dismissing the case on the ground that the case was not brought by the real party in interest. The answer further alleges that registration of the land in dispute was obtained by plaintiff or its predecessors in interest thru "fraud or error and without knowledge (of) or notice either personal or thru publication to defendant and/or predecessors in interest. Tuason & Co. after defendant's surveyor and witness. The trial court erred in not finding that the defendant is the true and lawful owner of the land. and also to pay the costs. in his answer. The trial court erred in not ordering the plaintiff to reconvey the land in litigation to the defendant.Certificate of Title No. declaring defendant to be without any right to the land in question and ordering him to restore possession thereof to plaintiff and to pay the latter a monthly rent of P132. until he vacates the land. . amended its complaint to make its allegations conform to the evidence. adverse to the entire world by defendant and his predecessors in interest" from "time immemorial". 1940. "V. "II." As to the first assigned error. that is. The trial court erred in finding that the defendant is liable to pay the plaintiff the amount of P132. plaintiff again. After trial. What the Rules of Court require is that an action be brought in the name of. as shown in his Exhibit 1. there is nothing to the contention that the present action is not brought by the real party in interest. in the course of trial. continuous. "IV. the lower court rendered judgment for plaintiff.

Inc. and IV. Errors II. another corporation. referring to the admission of the third amended complaint. Amendment to conform to evidence. Weston. for the true rule is that "though a corporation has no power to enter into a partnership. can not act as managing partner for plaintiff on the theory that it is illegal for two corporations to enter into a partnership is without merit. it may nevertheless enter into a joint venture with another where the nature of that venture is in line with the business authorized by its charter. L. ruled that where the facts shown entitled plaintiff to relief other than that asked for.. Inc. even after judgment." (Wyoming- Indiana Oil Gas Co. Rules of Court. 1043. but there is nothing against one corporation being represented by another person. Rule 2. natural or juridical. the court may allow the pleadings to be amended and shall be so freely when the presentation of the merits of the action will be subserved thereby and the objecting party fails to satisfy the court that the admission of such evidence would prejudice him in maintaining his action or defense upon the merits. citing 2 Fletcher Cyc.) In fact the practice is for an attorney-at-law to bring the action. through its undersigned counsel. commenting on the provision. vs. — When issues not raised by the pleadings are tried by express or implied consent of the parties. If evidence is objected to at the trial on the ground that it is not within the issues made by the pleadings. as "its managing partner" is not in line with the corporate business of either of them. The court may grant a continuance to enable the objecting party to meet such evidence. That practice appears to have been followed in this case. which sanctions such amendment. and that the appellate court treat the pleadings as amended to conform . that is to file the complaint. especially where defendant has himself raised the point on which recovery is based. American courts have. no amendment to the complaint is necessary.". It reads: SEC. "counsel for plaintiff" and commences with the statement "Comes now plaintiff. they shall be treated in all respects. since the complaint is signed by the law firm of Araneta & Araneta.) There is nothing in the record to indicate that the venture in which plaintiff is represented by Gregorio Araneta. in the name of the plaintiff. III. under the New Federal Rules of Civil Procedure. 1082. of Corp.(Section 2. Thus. in a suit in court. Such amendment of the pleadings as may be necessary to cause them to conform to the evidence and to raise these issues may be made upon motion of any party at my time.. Inc." It is true that the complaint also states that the plaintiff is "represented herein by its Managing Partner Gregorio Araneta. but failure so to amend does not affect the result of the trial of these issues. as if they had been raised in the pleadings. 4. The contention that Gregorio Araneta. may be answered by mere reference to section 4 of Rule 17. R. 80 A." Under this provision amendment is not even necessary for the purpose of rendering judgment on issues proved though not alleged. Chief Justice Moran says in his Rules of Court: "Under this section.

. 37686 of the land records of Rizal province. covered by transfer certificate of title No. Supp. (Section 46. to the evidence. witnesses for plaintiff. Gaz. Admitting.. 4-B-3-C. notorious and continuous possession under claim of ownership for the period fixed by law is ineffective against a Torrens title. the decree of registration can no longer be impugned on the ground of fraud..) A recent decision of this Court on this point is that rendered in the case of Jose Alcantara et . 2 etc.Cruz.297. 5109-5110. Rules of Court.. Quirico Feria. 43. or interest in. is against defendant. 3819. and the identity of the portion thereof claimed by defendant was established by the testimony of his own witness.3 square meters. for it clearly establishes that plaintiff is the registered owner of lot No. Gaz. with an area of 5.429. however. that the land in dispute "is that described or represented in Exhibit A and in Exhibit B enclosed in red pencil with the name Quirino Bolaños. The identity of the lots was established by the testimony of Antonio Manahan and Magno Faustino. 1914 under original certificate of title No. III. (Soroñgon vs.) And it is likewise settled that the right to secure possession under a decree of registration does not prescribe. Neither could the decree be collaterally attacked by any person claiming title to. Makalintal. 735. 9. The evidence. Gaz. 389-390. Let us now pass on the errors V and VI. covered by transfer certificate of title No. 1 45 Off. 5105. having an area of 74. 1952 ed. 4-B-4." (I Moran. The combined testimony of these three witnesses clearly shows that the portion claimed by defendant is made up of a part of lot 4 B. be acquired by prescription or adverse possession. both lots having been originally registered on July 8. error or lack of notice to defendant. 45 Off.) Adverse. 496. This fact also appears admitted in defendant's answer to the third amended complaint. the registered owner. more or less. and is well within the area covered by the two transfer certificates of title already mentioned. p. through his attorney..3-C and major on portion of lot 4-B-4. at the early stage of the trial. and of lot No. (Valiente vs. the land prior to the registration proceedings. and IV are without merit. more or less.789 square meters. Act No. As the land in dispute is covered by plaintiff's Torrens certificate of title and was registered in 1914. 43 Off." defendant later changed his lawyer and also his theory and tried to prove that the land in dispute was not covered by plaintiff's certificate of title. situate in barrio Tatalon. 37677 of the land records of the same province.) Nor could title to that land in derogation of that of plaintiff. Quezon City. situated in the same barrio. as more than one year has already elapsed from the issuance and entry of the decree. although the pleadings were not actually amended. Judge of CFI of Tarlac. (Francisco vs.) Our conclusion therefore is that specification of error II.

JJ.. the complaint does not show that such is really the case. On the contrary. continuous. concur.J. Paras. v. while the present one is for recovery of possession. A.. Bolaños.. the judgment appealed from is affirmed. it appears that the action seeks relief for each individual plaintiff and not relief for and on behalf of others. G. has filed a motion to dismiss alleging that there is pending before the Court of First Instance of Rizal another action between the same parties and for the same cause and seeking to sustain that allegation with a copy of the complaint filed in said action. Labrador and Concepcion. 1954]. al. Jugo.62 a month.. The total rent to be paid for the area occupied should therefore be P132.62 monthly from January. with costs against the appellant. 92 Phil. exclusive and public and notorious possession and under claim of ownership adverse to the entire world by defendant and his predecessors in interest. as stipulated at the hearing was P10 a month for each hectare and that the area occupied by defendant was 13..R. for the pretended identity of parties and cause of action in the two suits does not appear.M. And it cannot be supposed that defendant has been paying rents.. Wherefore. As to error VII. That other case is one for recovery of ownership. (J. 1940. C. Bengzon. L-4935. [May 28. Bautista Angelo.2619 hectares. Error No. And while appellant claims that he is also involved in that other action because it is a class suit. Inc. until he vacates the premises. Marinao et al. This disposes of the alleged errors V and VI. No. Montemayor. Araneta and witness Emigdio Tanjuatco that as early as 1939 an action of ejectment had already been filed against defendant. 796. 95 PHIL ||| 106-113) . vs." But it appears from the record that the reasonable compensation for the use and occupation of the premises." This assignment of error is thus clearly without merit. for he has been asserting all along that the premises in question "have always been since time immemorial in open. The motion for dismissal is clearly without merit. it is claimed that 'there was no evidence to sustain the finding that defendant should be sentenced to pay plaintiff P132. Tuason & Co. But an examination of that complaint reveals that appellant's allegation is not correct. thru other counsel. Pablo. During the pendency of this case in this Court appellant. It also appears from the testimony of J. VIII is but a consequence of the other errors alleged and needs for further consideration.