Statutory Construction
Ruben E. Agpalo
Coverage: Chapters 1-9
No more legal maxims!
Ex-post facto???
Identify if liberal or strict
implementation and cite reason why.
V. INTERPRETATION OF WORDS
AND PHRASES
Affirmed the right of lawmakers to provide
definition without encroachment.
1)   Interpret words in ordinary sense.
General rule: in the absence of legislative
intent to the contrary, they should be given
their plain, ordinary, and common usage
meaning.
Mustang Lumber v. CA – illegal logging of timber
and other forest products. Information filed has
“lumber” (Sec. 68, PD 705).
Lumber = not acquired technical meaning, thus still
covered by timber and other forest products.
2)   General words be construed
generally. (Progressive
interpretation)
Art. 353 and 355 of RPC Book II – RA 10175
Libel (thru writing). Is “in writing” applies to
those on social media? YES.
Exception: when words have acquired special
or trade meaning.
Gatchalian v. COMELEC – “Foreginer” – in
Election Code, prohibiting any foreigner from
contributing campaign funds includes juridical
persons – “person”- comprehends private juridical
person – “person” – in a penal statute, must be a
“person in law” an artificial or natural person
Vargas v. Rillaroze – “judge” without any modifying
word of phrase accompanying it is to be construed in
generic sense to comprehend all kinds of judges;
inferior courts or justices of SC
Asiatic v. CIR – Is “disposed of” limited to sale? Is
property still subject to tax if it’s been disposed of
prior to the enactment of law? (Tax on Business).
Businessmen = sell, not to throw away, give, or
donate.
•   Same words in statute, thus same
meaning.
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3)   Words construed in relation to the
provision
Garcia v. COMELEC – local ordinances are not
equal to initiative and referendum. No interpretation
shall be made to contradict.
Ramirez v. CA – RA 4200 “Anti-Wiretapping” –
who can institute a case for violation of this law?
Before used, permission should be asked first. Third
party may record since the law did not distinguish,
thus any party may.
RA 9262 – specific; can only file against
person whom you had an intimate
relationship.
Drafilon v. Municipal Council of Sigara – vice
mayor can assume position of mayor only when he is
unable (not anything under the sun)
4)   Words with Commercial or Trade
Meaning
•   Words or phrases which are
common among merchants and
traders, acquire trade or
commercial meaning
•   When any of such words or
phrases is used in a statute, it
should not be given a new or
strange interpretation
•   Rule especially applicable to:
Tariff laws and laws of commerce
•   These laws should be construed as
universally understood by the
importer or trader
San Miguel Corp. v. Municipal Council of
Mandaue – “gross value of money” Merchant: “gross
selling price” which is the total amount of money or
its equivalent which purchaser pays to the vendor to
receive the goods.
5)   Words with Technical or Legal
Meaning
Words that have, or have been used in a
technical sense or those that have been
judicially construed to have a certain
meaning should be interpreted according to
the sense in which they have been previously
used, although the sense may vary from the
strict or literal meaning of the words.
Malañaon v. Lising – Anti-graft – if accused was
acquitted, he should be reimbursed and reinstated. If
dismissed, not anymore entitled. Acquittal means he’s
not guilty, dismissal may be on mere technicality.
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6)   Words Construed in Relation to
other provisions –
General Rule: a word, phrase or provision
should not be construed but must be
interpreted in relation to other provisions of
the law.
•   This is a variation of the rule that,
statute should be construed as a
whole, and each of its provision
must be given effect.
Claudio v. COMELEC – Sec 74, LGC: “no recall
shall take place within 1 year from the date of the
official’s assumption of office or 1 year immediately
preceding a regular election
Issue: WON the limitation embraces the entire recall
preceedings or only the recall election
Held: “recall” refers only to the recall election and not
those proceedings prior thereto. The SC construed
“recall” in relation to Sec. 69 which states that, “the
power of recall…shall be exercised by the registered
voters of an LGU to which the local elective official
belongs.”
-­‐   Word or provision should not be construed in
isolation form but should be interpreted in
relation to other provisions of a statute, or
other statutes dealing on same subject in
order to effectuate what has been intended.
7)   Expressly mentioned exclude all
others –
Escribano v. Avila – jurisdiction of libel cases should
be in City Prosecutor’s Office.
8)   Doctrine of Last Antecendent – will
the description refer to everything
enumerated? NO. Only on the last
item.
Florentino v. PNB – backpay certificates for payment
of obligations for gov’t or instrument, or GOCC, or
individual or corporation if they are willing to accept
the same. PNB reject since it’s a GOCC and is not
willing to accept. However, antecedents and
consequences should be read distributively. Thus PNB
has no option but to accept his backpay certificate.
DISJUNCTIVE AND CONJUNCTIVE
WORDS
•   The word “or” is a disjunctive
term signifying disassociation
and independence of one thing
from each of the other things
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enumerated.
•   It should be construed in the sense
in which it ordinarily implies, as a
disjunctive word.
•   The use of “or” between two
phrases connotes that either
phrase serves as qualifying phrase
•   The word “and” is a conjunction
pertinently defined as meaning
“together with”, “enjoined with”,
“along or together with”, added to
or linked to”
•   The word “and” does not mean
“or”
o   Exception: when a literal
interpretation would
pervert the plain intention
of he legislature as
gleaned from the context
of the statute or from
external factors.
CIR v. Manila Jockey Club - Statute: imposes
amusement taxes on gross receipts of “proprietor,
lessee, or operator of amusement place” Held: “or”
implies that tax should be paid by either proprietor,
lessee, or operator, as the case may be, single & not by
all at the same time. Use of “or” between 2 phrases
connotes that either phrase serves as qualifying phrase.
“or” means “and”, WHEN THE SPIRIT OR
CONTEXT OF THE LAW SO WARRANTS. 

ASSOCIATED WORDS
I. NOSCITUR A SOCIIS
- where a particular word or phrase is
ambiguous in itself or it is equally susceptible
of various meanings, its correct construction
may be made clear and specific by
considering the company of words in which
it is found or with which it is associated
Carandang v Santiago – Art. 33 of the Civil Code:
“in case of defamation, fraud, & physical injuries…”
Issue: WON an offended party can file a separate and
independent civil action for damages arising from
physical injuries during pendency of criminal action
Held: The SC ruled that “physical injuries” not as one
defined in RPC, but to mean bodily harm or injury
such as physical injuries, frustrate homicide, or even
death.
II. EJUSDEM GENERIS
General Rule: where a general word or phrase
follows an enumeration of particular and
specific words of the same class or where the
latter follow the former, the general word or
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Ruben E. Agpalo
phrase is to be construed to include, or be
restricted to, persons, things or cases akin to,
resembling, or of the same kind or class as
those specifically mentioned.
Cebu Institute of Technology v. Ople – Rule V of
IRR of Labor Code: “This rule (on service incentive
leaves) shall apply to all employees, except “filed
personnel and other employees whose performance is
unsupervised by the employer including those who are
engaged on task or contract basis.”
ISSUE: Whether teachers hired on contract basis are
entitled to service incentive leave benefits as against
the claim that they are not so?
HELD: “those who were employed on task or contract
basis” should be related with “field personnel,” apply
the principle, clearly teachers are not field personnel
and therefore entitled to service incentive leave
benefits.
LIMITATIONS OF EJUSDEM GENERIS:
Requisites:
1)   Statute contains an enumeration of
particular & specific words, followed
by general word or phrase
2)   Particular and specific words
constitute a class or are the same kind
3)   Enumeration of the particular &
specific words is not exhaustive or is
not merely by examples
4)   There is no indication of legislative
intent to give the general words or
phrases a broader meaning.
III. EXPRESSIO UNIUS EST EXCLUSIO
ALTERIUS
-­‐   The express mention of one mention
of one person, thing, or consequence
implies the exclusion of all others.
-­‐   May be expressed in various ways:
1)   Expressum facit cessare tacitum-
What is expressed puts an end to
that which is implied
2)   Exception format regulam in
casibus non exceptis- A general
expression followed by
exceptions therefrom implies that
those which do not fall under the
exceptions come within the scope
of the general expression; a thing
not being excepted must be
regarded as coming within the
purview of the general rule
3)   Expressio unius est exlusion
alterius- The expression of one or
more things of a class implies the
exclusion of all not expressed,
even though all would have been
implied had non been expressed;
FINALS Garcia, Sumaya, and Tuldanes
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opposite the doctrine of necessary
implication
LIMITATIONS OF THE RULE:
1.   It is not a rule of law, but merely a
tool in statutory construction
2.   Expressio unius est exclusion
alterius, no more than auxiliary rule
of interpretation to be ignored where
other circumstances indicate that the
enumeration was not intended to be
exclusive.
IV. NEGATIVE-OPPOSITE
DOCTRINE/ ARGUMENTUM A
CONTRATIO
-­‐   What is expressed puts an end to what
is implied
Chung Fook v. White – case exempts the wife of a
naturalized American from detention, for treatment in
a hospital, who is afflicted with a contagious disease.
HELD: Court denied petition for writ of habeas corpus
(filed by the native-born American citizen on behalf of
wife detained in hospital), court resorted to negative-
opposite doctrine, stating that statute plainly relates to
wife of a naturalized citizen & cannot interpolate
“native-born” citizen.
Court’s application results to injustice (as should not
discriminate against native-born citizens), which is not
intent of law, should have used doctrine of necessary
implication.
V. DOCTRINE OF CASUS OMISSUS
Casus omissus pro omission habendus est – a
person, object or thing omitted from an
enumeration must be held to have been
omitted intentionally.
•   Operates and applies only if and
when the omission has been
clearly established, and in such a
case what is omitted in the
enumeration may not, by
construction, be included therein.
VI. DOCTRINE OF LAST
ANTECEDENT
•   Qualifying words restrict or
modify only the words or phrases
to which they are immediately
associated not those which are
distantly or remotely located.
•   Rule: use of a comma to separate
an antecedent from the rest exerts
a dominant influence in the
application of the doctrine of last
antecedent.
•   Exception: Where the intention of
the law is to apply the phrase to all
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Ruben E. Agpalo
antecedents embraced in the
provisions, the same should be
made extensive to the whole.
REDDENDO SINGULA SINGULIS
-­‐   Variation of the doctrine of last
antecedent
-­‐   Each phrase or expression to its
appropriate object, or let each be put
in its proper place, that is, the words
should be taken distributively.
People v. Tamani - Issue: when to count the 15-day
period within which to appeal a judgment of
conviction of criminal action— date of promulgation
of judgment or date of receipt of notice of judgment.
Statute: Sec. 6, Rule 122 of the Rules of Court
• Held:
Should be from ‘promulgation’ should be referring to
‘judgment,’ while notice refer to order.
PROVISIOS, GENERALLY
-­‐   To limit the application of the
enacting clause, section or provision
of a statute, or except something, or to
qualify or restrain its generality, or
exclude some possible ground of
misinterpretation of it, as extending to
cases not intended by legislature to be
brought within its purview.
Provisio may enlarge scope of law 
 “shall not apply”
•   It is still the duty of the courts to
ascertain the legislative intention
and it prevails over proviso.
•   Thus it may enlarge, than restrict
Proviso as additional legislation 
 general rule.
•   Expressed in the opening
statement of a section of a statute
•   Would mean exactly the reverse
of what is necessarily implied
when read in connection with the
limitation
•   Purpose:
o   To limit generalities
 WHOLE AND IN RELATION TO
o   Exclude from the scope of
the statute that 
which
otherwise would be within
its terms 
 or sections and is animated by one general
What proviso qualifies
General rule: qualifies or modifies only the
phrase immediately preceding it; or restrains
or limits the generality of the clause that it
FINALS Garcia, Sumaya, and Tuldanes
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immediately follows.

Exception to the rule
Proviso construed to qualify only the
immediately preceding part of the section to
which it is attached; if no contrary legislative
intent is indicated.
Where intent is to qualify or restrict the
phrase preceding it or the earlier provisions
of the statute or even the statute itself as a
whole, then the proviso will be construed in
that manner, in order that the intent of the law
may be carried out.
Repugnancy between proviso and main
provision
Where there is a conflict between the proviso
and the main provision, that which is located
in a later portion of the statute prevails, unless
there is legislative intent to the contrary.
Exceptions, generally
•   Exception consists of that which
would otherwise be included in the
provision from which it is excepted.
•   It is a clause which exempts
something from the operation of a
statute by express words.
•   “except,” “unless otherwise,” and
•   Function: to confirm the general
rule; qualify the words or phrases
constituting the general rule.
•   Exceptio firmat regulam in casibus
exceptis - A thing not being
excepted, must be regarded as
coming within the purview of the
Saving clause
Provision of law which operates to except
from the effect of the law what the clause
provides, or save something which would
otherwise be lost.
VI. STATUTES CONSTRUED AS A
OTHER STATUTES
A statute is passed as a whole and not in parts
purpose and intent. Hence, it should be
construed as a harmonious whole.
Maxim: ut res magis valeat quam pereat (that
construction is to be sought which gives
effect to the whole of the statute)
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Ruben E. Agpalo
*Unsafe way of construction: Dividing a
statute by a process of etymological
dissertation, into separate words, and then
apply each, separated from its context, some
particular definitions given by
lexicographers, and then reconstruct the
statute upon the basis of these definitions.
Intent is ascertained from statute as a whole
- The intent or meaning of it should
be ascertained from the statute taken
as a whole and not from isolated parts
of it. 
 Statutes in pari materia - Two or more
- A statute should be construed with
reference to every other part and
every word and phrase in connection
with its context. 
 matter.
Ex: PD No. 9 as amended by BP No. 6 –
bladed weapon. Preamble will show
that this law was implemented for the
reason of Martial Law, thus has self-
expiration.
Exception: If one part of a statute cannot be
reconciled or harmonized with another
without nullifying one in favor of another, the
court should construe it by choosing the one
which will best effectuate the legislative
intent
Special and general provisions in a statute –
Where there is a particular or special
provision and a general provision in the same
statute, the former is construed as an
exception to the latter.
Construction as not to render provision
nugatory
- A portion of a statute should not
be construed to destroy the other.
Construction as to give life to the law –
Laws must receive sensible interpretation to
promote the ends of which they are enacted.
- It should not be construed as to allow the
doing of an act prohibited by law.
Presumption: The legislature did not to a vain
thing in the enactment of a statute
Construction to avoid surplusage
- The statute should be construed as
to make no part of it a useless
surplusage.
As the fundamental law of the land, all
statutes should be subservient to the
Constitution. Hence, any statute should be
construed in harmony with, and not in
FINALS Garcia, Sumaya, and Tuldanes
1P – A.Y. 2017-2018
violation of it.
Construction to avoid conflict with the
Constitution – A statute should not be
construed in such a way that will give rise to
a constitutional doubt. - If a statute is
reasonably susceptible of two constructions,
one constitutional and one unconstitutional,
that construction in favor of its
constitutionality shall be avoided and the
construction that will render it invalid
rejected.
statutes relate to the same 
specific subject
matter. 
- Relate to the same person or thing,
or have 
the same purpose or object, or cover
the 
same specific or particular subject
“Same-subject statutes”
King v. Hernandez – RA 1180 Retail Trade Law; all
retail be owned by Filipinos. CA 108 Anti-Dummy
Law: prevented from using proxy “right holder
although only an agent”. Both deals on prevention of
ownership to foreigners.
General rule: A statute will not be construed
as repealing a prior act on the same subject.
In case of doubt, it will be resolved against
implied amendment or repeal and in favor of
harmonization of all laws on the subject
matter.
Exceptions:
1.  Unless there is an irreconcilable

repugnancy between them and
harmonization or reconciliation is not
possible 

2.  The new law evidently intended to
supersede all prior acts on the matter
to comprise itself the sole and
complete system of legislation on the
subject 

Special statute – relates to a particular
person or things of a class or to a particular
portion or section of the state only.
General rule: The special must prevail since
it evinces the legislative intent more clearly
than that of a general statute and must be
taken as intended to constitute an exception
to the general act.
Special Statute > General Statute
RA 7610 > Art. 266-A = if victim’s 14 y/o
12 & below with no consent at all = RPC
RA 9262 > RPC = violence
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Ruben E. Agpalo
Exceptions:
1.  Where the legislature clearly intended the

later general enactment to cover the
whole subject and to repeal all prior
inconsistent laws 
 compensation. Should be the last
2.  Where the special law merely establishes a
general rule while the general law
creates a specific and special rule 
 2)   Granting of Privileges – licenses and
Reference statutes – Refers to other statutes
and makes them 
applicable to the subject of
legislation. 
 rely on their salary. Any ground for
Reenacted statutes – The provisions of an
earlier statute are 
reproduced in the same or
substantially the 
same words.
Montelibano v. Ferrer – charter of City of Manila –
particular ordinance of other LGU was substantially
copied. Whatever implementations should be applied
in the second one. Like Intellectual Property in the US,
if situations are similar.
Adopted statute - A statute patterned after,
or copied from a 
statute of a foreign
country 
 consent. [Paper judgment – won in
In construing adopted statutes, the court must
take into consideration: 
 time.]
a)   Construction of the law by the courts
of the country from which it is taken,
or the law itself
b)   Practices under it
(Exception:
construction given to the statute
subsequent to its adoption, but it has
persuasive effect)
VII. STRICT OR LIBERAL
CONSTRUCTION
When to know which to apply?
STRICT – if it affects RIGHTS
LIBERAL – if it deals on social justice and
the general welfare.
Laurel v. Abrogar – PLDT’s connection something
was unlawfully taken through cards
(telecommunication services). However, it is not
under theft (Art. 308) but under access devices. Theft
is the unlawful taking of a personal property. Personal
property should be tangible.
Villaseñor v. Someone – preventive suspension is not
a penalty if before the trial; only imposed for fair
investigation. Thus, no liberal interpretation needed.
FINALS Garcia, Sumaya, and Tuldanes
1P – A.Y. 2017-2018
STRICT IMPLEMENTATION
1)   Expropriation – taking of private
property by the government for public
use with payment of just
resort (Look for other areas,
negotiate. If owner is willing to sell,
no need to expropriate.)
franchisees
3)   Legislative Grant to LGU – against
LGU; delegation.
4)   Removal of Officials – these officials
removal shall be interpreted against
the State.
5)   Imposition of taxes and customs
duties – lifeblood of the State.
Interpretation strictly against the
State. Law should be very clear.
6)   Tax exemptions – interpretation
against the taxpayer. Therefore, must
clearly prove entitlement to
exemption.
7)   Burden on public treasury – cannot
be sued. Proprietary except with
paper, not in reality. If department
sued has no budget, try again next
8)   Wills, testaments, formalities –
against the testator. Holographic,
handwritten, typewritten – if lacking
requirements, should be deemed void
as if he died an intestate. [Legitim –
for compulsory heirs. Anything in
excess may be given away.]
LIBERAL IMPLEMENTATION
1)   Comprehensive Agrarian Reform
Program – in favor of the tenant or
farmer.
2)   RA 7160 or the Local Government
Code – in favor of the LGU but not
legislative power.
3)   Penalties for non-payment of
obligation.
4)   Art. 91 – Prescription
5)   Domestic adoption and international
adoption – liberally in favor of the
adoptee or the child.
6)   Rules of Court – Civ Pro, Crim Pro on
bail, arrest, Special Pro on adoption,
Rules of Evidence on hearsay and
best evidence rule. If in the interest of
substantial justice. “If right will be
violated on mere technicality, it’s not
worth it.”
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Ruben E. Agpalo
•   Prosecution – establish first; show
evidence.
•   Defense – to counter evidence –
demurrer if one element is not
established.
•   Reversed order of trial if claiming
justifying or exempting
circumstances.
mandatory provision requiring publication of the
VIII. MANDATORY AND DIRECTORY
STATUTES
Use of “Shall” or “Must”
•   General Rule: shall = mandatory
o   “ought to,” “must” =
expresses mandatory,
imperative and not directory
o   confers powers, grants
benefits, jurisdictional
requirements, rules on time to
appeal, public auction sale,
qualification and
disqualification of candidates.
Enriquez v Enriquez
1.   Maximo Enriquez filed a complaint for
partition of land in Amungan against
petitioners. He alleged that he owns 10/18
undivided portion of the property, 9/18 by
purchase and 1/18 by inheritance; and that
petitioners have been residing in the premises
without his knowledge and consent, thereby
depriving him of his undivided share of the
property. RTC the ordered petitioners to
vacate the property and to surrender
possession thereof to respondents.
2.   CA – dismissed the appeal of petitioners for
their failure to pay appellate court docket fee
HELD: YES. CA correctly dismissed the petition for
failure of the petitioners to pay appellate court docket
fee.
1.   The 1997 Rules of Civil Procedure, as
amended, now require that appellate docket
and other lawful fees must be paid within the
same period for taking an appeal.
2.   Sec 4, Rule 41 provides: “Within the period
for taking an appeal, the appellant shall pay to
the clerk of the court which rendered the
judgment Or final order appealed from, the
full amount of the appellate court docket and
other lawful fees.” The use of the word
“shall” underscores the mandatory character
of the Rule. Payment of docket fee within
the prescribe period is mandatory for the
perfection of an appeal
3.   The rules of procedure must be faithfully
followed except when, for persuasive and
weighting reasons, they may be relaxed to
relieve a litigant of an injustice
commensurate with his failure to comply
within the prescribed procedure. Petitioners
failed to establish any sufficient and
satisfactory reason to warrant a relaxation of
the mandatory rule on the payment of
appellate court docket fee.
FINALS Garcia, Sumaya, and Tuldanes
1P – A.Y. 2017-2018
Director of Lands vs. CA
FACTS: Teodoro Abistado filed a petition for original
registration of his title over 648 square meters of land
under PD 1529. The land registration court in its
decision dated June 13, 1989 dismissed the petition
“for want of jurisdiction”, in compliance with the
notice of initial hearing in a newspaper of general
circulation. However, CA ruled that it was merely
procedural and that the failure to cause such
publication did not deprive the trial court of its
authority to grant the application. The Director of
Lands represented by the Solicitor General thus
elevated this recourse to the Supreme Court.
HELD: YES. Director of Lands is correct that
newspaper publication of the notice of initial hearing
in an original land registration case is mandatory. The
pertinent part of Section 23 of Presidential Decree No.
1529 requires publication of the notice of initial
hearing. It should be noted further that land
registration is a proceeding in rem. Being in rem, such
proceeding requires constructive seizure of the land as
against all persons, including the state, who have
rights to or interests in the property. An in rem
proceeding is validated essentially through
publication. This being so, the process must strictly be
complied with. The Supreme Court has no authority to
dispense with such mandatory requirement. The law
is unambiguous and its rationale clear. Time and
again, this Court has declared that where the law
speaks in clear and categorical language, there is no
room for interpretation, vacillation or equivocation;
there is room only for application.
Exception to the Rule (“Shall”)
•   General rule still depends on the
ENTIRE provision
•   One test used to determine whether
the word “shall” is mandatory or
discretionary is whether non-
compliance with what is required will
result in the nullity of the act.
o   If it results in the nullity of the
act, the word is used as a
command.
Loyola Grand Villas Homeowners (South)
Association v CA
FACTS: LGVAI is a homeowners assoc in Loyola
Grand Villas. They later found out that there are two
homeowners’ associations within LGV, namely: the
South and the North. The two associations asserted
that they have to be formed because LGVAI is
inactive. When LGVAI inquired about its status with
HIGC, HIGC advised that LGVAI was already
terminated; that it was automatically dissolved when it
failed to submit it By-Laws after it was issued a
certificate of incorporation by the SEC.
HELD: No. Corporation’s failure to submit its by-
laws does not result to its automatic dissolution. A
private corporation like LGVAI commences to have
corporate existence and juridical personality from the
date the Securities and Exchange Commission (SEC)
issues a certificate of incorporation under its official
seal. The submission of its by-laws is a condition
subsequent but although it is merely such, it is a
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Ruben E. Agpalo
MUST that it be submitted by the corporation. Failure
to submit however does not warrant automatic
dissolution because such a consequence was never the
intention of the law. The failure is merely a ground for
dissolution which may be raised in a quo warranto
proceeding. It is also worthwhile to note that failure to
submit can’t result to automatic dissolution because
there are some instances when a corporation does not
require by-laws.
Use of “May”
•   General Rule: directory in nature,
permissive only and operates to
confer discretion
•   Must, but will not face sanctions. Can
be obeyed or disregarded. (Time to
decide on cases: 90 days. But may be
disregarded.)
•   Exception: When “shall” is construed
as “may” and vice versa
o   “may should be read as
“shall” where such
construction is necessary to
give effect to the apparent
intention of the legislature
Tan v SEC
FACTS:
•   Alfonso S. Tan had 400 shares of the capital
stock at the par value of P100/share (elected
as President & also Board)
•   incorporators Antonia Y. Young and Teresita
Y. Ong, withdrew by assigning to the corp.
their shares, represented by certificate of
stock No. 4 and 5, they were paid 40%
corporate stock-in-trade
•   Due to the withdrawal of the 2 incorporators
and in order to complete the membership of
the 5 directors of the board, Tan sold 50
shares out of his 400 shares of capital stock
to his brother Angel S. Tan
•   Another incorporator, Alfredo B. Uy, also
sold 50 of his 400 shares of capital stock to
Teodora S. Tan
•   Angel Tan was elected director.
•   Several transfers were made, people were
elected blah blah.
•   SEC. 63. Certificate of stock and transfer of
shares. — The capital stock and stock and
corporations shall be divided into shares for
which certificates signed by the president and
vice president, countersigned by the secretary
or assistant secretary, and sealed with the seal
of the corporation shall be issued in
accordance with the by-laws. Shares of
stocks so issued are personal property and
may be transferred by delivery of the
certificate or certificates indorsed by the
owner or his attorney-in-fact or other person
legally authorized to make the transfer. No
transfer, however, shall be valid, except as
between the parties, until the transfer is
recorded in the books of the corporation so as
to show the names of the parties to the
transaction, the date of the transfer, the
number of the certificate or certificates and
the number of shares transferred.
FINALS Garcia, Sumaya, and Tuldanes
1P – A.Y. 2017-2018
HELD: YES. The transfer is valid even without
delivery. Because certificate of stock is not a
negotiable instrument. Although it is sometimes
regarded as quasi-negotiable, in the sense that it may
be transferred by endorsement, coupled with delivery,
it is well-settled that it is non-negotiable, because the
holder thereof takes it without prejudice to such rights
or defenses as the registered owner/s or transferror's
creditor may have under the law, except insofar as
such rights or defenses are subject to the limitations
imposed by the principles governing estoppel.
Thus, the transfer was valid between parties.
There were recorded in the books - to bind others
including the corporation.
All the acts required for the transferee to
exercise its rights over the acquired stocks were
attendant and even the corporation was protected from
other parties, considering that said transfer was earlier
recorded or registered in the corporate stock and
transfer book
Use of Negative, Prohibitory of Exclusive
Terms
•   General Rule: Negative statute is
mandatory
•   Definition: A negative statute is one
expressed in negative words or in the
form of an affirmative proposition
qualified by the word “only,” said
word having the force of an
exclusionary negation.
•   The use by the legislature of negative,
prohibitory or exclusive terms of
words in a statute is indicative of the
legislative intent to make the statute
mandatory
Brehm v Republic
Facts: Brehm is temporarily assigned in Subic Bay as
a U.S Navy. He married Mira on October 9, 1958. On
January 28, 1959 they filed a Joint Petition with the
Juvenile and Domestic Relations Court (JDRC) for the
adoption of the child named Elizabeth Mira which is a
daughter of Ester Mira with the other man. The court
notice that Brehm testified his residence in the
Philippines was merely temporary same being
effective only for the purpose of his tour of duty with
the U.S Navy, thus disqualifying him from making an
adoption under Art. 335 (4) New Civil Code that the
court has no jurisdiction over him. But they said that
Art. 335 is not applicable because the adoption under
par. 3, Art. 338 of the Civil Code which expressly
authorized the adoption of a step-child by a step-father
that he will be intend to reside in the Philippines after
his tour of duty with the U.S Naval Force.
Ruling: No, Brehm is not qualified to adopt because
the adoption under par. 3, Art. 338, Civil Code of the
Philippines, which states —The following may be
adopted: (1) The natural child by the natural father (2)
Other legitimate children, by the father or mother (3)
A step-child, by the step-father or step-mother.
Thus, the court has no jurisdiction over him
since he previously testified his residence in the
Philippines was merely temporary same being
effective only for the purpose of his tour of duty with
the U.S and it is therefore, mandatory, because it
contains words of positive prohibition and is couched
in the negative terms importing that the act required
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Statutory Construction FINALS Garcia, Sumaya, and Tuldanes
Ruben E. Agpalo 1P – A.Y. 2017-2018

shall not be done otherwise than designated. and to the orderly and speedy
Therefore, Art. 5 of the Civil Code of the Philippines discharge of business, and are a
is applicable on this case because it states that “Acts
executed against the provisions of mandatory or
necessary incident to the proper,
prohibitory laws shall be void, except when the law efficient, and orderly discharge of
itself authorizes their validity.” judicial functions.
•   Statutes Prescribing Procedural
McGee v Republic
Requirements – generally,
Querubin v CA
mandatory, a statute which requires a
STATUTE: Appeals in election cases “shall be court to exercise its jurisdiction in a
decided within 3 months after the filing of the case in particular manner, follow a particular
the office of the clerk of court” procedure, or subject to certain
HELD: Yes, CA still has jurisdiction in deciding
limitations, is mandatory, and an act
election cases although the required period to resolve
it has expired. Otherwise is to defeat the beyond those limits is void as in
administration of justice upon factors beyond the excess of jurisdiction.
control of the parties; would defeat the purpose of due •   Election Laws on Conduct of Election
process; dismissal will constitute miscarriage of – the provisions of election laws
justice; speedy trial would be turned into denial of
justice. Failure of judge to take action within the said
governing the conduct of elections
period merely deprives him of their right to collect and prescribing the steps election
their salaries or to apply for leaves, but does not officials are required to do in
deprive them of the jurisdiction to act on the cases connection therewith are mandatory
pending before them. before the elections, however, when it
is sought to enforce them after the
MANDATORY STATURES elections, they are held to be directory
•   Statutes Conferring Power – statutes only, if that is possible, especially
which confer upon a public body or where if they are held to be
officer power to perform acts which mandatory, innocent voters will be
concern the public interests or rights deprived of their votes without any
of individuals, are generally regarded fault on their part.
as mandatory although the language •   Election Laws on Qualification and
used is permissive only since such Disqualification
statutes are construed as imposing o   Elections laws are mandatory
rather than conferring privileges. before but not after he
•   Statutes Granting Benefits – statutes elections àapplies only to
which require certain steps to be procedural provisions
taken or certain conditions to be met affecting the conduct of the
before persons concerned can avail of elections AND direct election
the benefits conferred by law are, officials to perform certain
with respect to such requirements, acts
considered mandatory. o   The rule does not apply to
o   Vigilantibus et non provisions of the election laws
dormientibus jura subveniunt prescribing the limit to file
– laws aid the vigilant, not certificates of candidacy and
those who slumber on their the qualifications and
rights disqualifications to elective
o   Potior est in tempore, office
potiorest in jure – he who is •   Statutes Prescribing Qualifications
first in time is preferred in for Office – mandatory, continuing
right nature and must exist at the
•   Statutes Prescribing Jurisdictional; commencement of the term and
Requirements – the general rule is during the occupancy of the office
that statutory requirements by which o   Example: if he loses such
courts or tribunals acquire eligibility, he may be ousted
jurisdiction to hear and decide from office
particular actions must be strictly •   Statutes Relating to Assessment of
complied with before the courts or Taxes
tribunals can have authority to o   General Rule: when the laws
proceed. are intended for the protection
•   Statutes Prescribing Time to Take of the citizens and to prevent
Action or To Appeal – generally a sacrifice of their property,
mandatory, such statutes or rules have and a disregard of which their
been held as absolutely indispensable rights might be, and generally
to the prevention of needless delays would be, injuriously

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Statutory Construction FINALS Garcia, Sumaya, and Tuldanes
Ruben E. Agpalo 1P – A.Y. 2017-2018

affected, they are not prescribed by law prior to its

directory but mandatory. commission.
•   Statutes Concerning Public Auction
Sale – mandatory, prescribed steps US v. Macasaet – Agrapino Macasaet had been
selling native wine at retail without necessary license.
must be followed strictly; otherwise,
The said act was a violation of the Sec 66, in relation
the sale at public auction shall be to sec 68, subsection 5 of the Internal Revenue Law.
void.
The accused, as he appealed following the
DIRECTORY STATUTES judgment of the CFI of Batangas which was payment
of the fine amounting to 300Php and imprisonment for
•   Statutes Prescribing Guidance for five months. He felt that the said penalty of
Officers – regulations designed to imprisonment was illegal. It was based on Act No.
secure order 1732, Sec 1 of Internal revenue law that stipulates that
o   not usually mandatory, unless “a fine is imposed as a whole or any part of the
accompanied by negative punishment for any criminal offense made punishable
by any act or acts of the Philippine commission, the
words importing that the acts court shall also sentence the guilty person to suffer
required shall not be done in subsidiary the imprisonment until the fine is satisfied”
any other manner or time than which took effect on November of the same year as the
that designated. trial.
•   Statutes Prescribing Manner of
Held: The Supreme Court ruled, with the basis that
Judicial Action – judges should penal statutes cannot be made retroactive and based on
follow in the discharge of their the facts that the effectivity of the penal statute
functions are, as a rule, mere exemplified in the provision of Act. No. 1732 was in
directory. November of 1970 and that the trial of the accused
started prior to the said effectivity, affirmed to the
•   Statutes Requiring Rendition of
appeal of eradicating imprisonment of five months as
Decision Within Prescribed Period – part of the penalty of his violation. The judgment, thus,
generally construed to be merely be limited to the fine and costs.
directory, so that non-compliance
with them does not invalidate the People v. Alcaraz – Melchor Alcaraz was caught
judgment on the theory that if the stealing a concha necklace from Haw Paw. He was
then charged with qualified theft and habitual
statute had intended such result, it
delinquency. The Revised Penal Code took effect
would have clearly indicated it. before the case was submitted for decision, thus should
apply to the case of Alcaraz since it would be more
IX. PROSPECTIVE AND favorable for him than that of the Spanish Penal Laws
RETROACTIVE STATUTES and the Habitual Delinquency Law. However, an
exception was provided that it should be applied
retroactively to a habitual delinquent.
Must always be prospective except
when: Tavera v. Valdez – Defendant was the editor of
“Miau”, a periodical published and circulated in
Manila, which later published an article containing an
1.   The law provides;
alleged injurious matter. Thereafter, defendant was
2.   It is beneficial to the found guilty of the offense “injurias graves” of
accused; Articles 457 and 458 of the Penal Code. Meanwhile,
subsequent to the article’s publication, Act No. 277
3.   Merely procedural was enacted “defining the law of libel”, and reforming
the pre-existing Spanish law on the subject
RA 10591 “Comprehensive Firearms and of calumnia and injurias. Section 13 of the same act
provided that laws which may be in conflict with said
Ammunition Regulation Act” –
act are deemed repealed; provided that it shall not
prospective application. apply to laws which are applicable to pending actions
or existing causes of action. An appeal was filed
Prospective Statutes claiming that the punishment for defendant should be
that as stated in Act 277.
The Supreme Court held that since Act No.
- Operates upon facts or transactions that 277 explicitly stated its inapplicability, the said act
occur after the statute takes effect.
 cannot be applied to the present case; that the act is left
- One that looks and applies to the future. intact in all its parts as respects pending actions or
existing causes of action. Thus, the punishment must
- Indicated by the words “hereafter,”
be determined exclusively by the provisions of the
“thereafter,” “from and after the former law.
passing of this Act,” “shall have been
made,” “from and after,” “shall.” 2.   "No ex post facto law or bill of
attainder shall be enacted." Art. 3,
1.   Penal Statutes – Art. 21. Penalties that Sec. 22, 1987 Constitution (M-A-C-A-
may be imposed. — No felony shall A-D)
be punishable by any penalty not

10
Statutory Construction
Ruben E. Agpalo
3.   Statutes Substantive in Nature –
Sps. Tirona v. Alejo – Comprehensive Land Reform
Law granting complainants tenancy rights to
fishponds and pursuant to which they filed actions to
assert rights which subsequently amended to exempt
fishponds from coverage of statute
Amendatory law is substantive in nature as it
exempts fishponds from its coverage.
4.   Statutes Affecting Vested Rights –
People v. Patalin Jr. - The abolition of the death
penalty and its subsequent re-imposition. Those
accused of crimes prior to the re-imposition of the
death penalty have acquired vested rights under the
law abolishing it.
Courts have thus given statutes strict
constriction to prevent their retroactive operation in
order that the statutes would not impair or interfere
with vested or existing rights. Accused-appellant ‘s
rights to be benefited by the abolition of the death
penalty accrued or attached by virtue of Article 22 of
the Revised Penal Code. This benefit cannot be taken
away from them.
5.   Statutes affecting Obligations of
Contracts –
People v. Zeta – (Existing law: authorizing a lawyer
to charge not more than 5% of the amount involved as
attorney’s fees in the prosecution of certain veteran’s
General rule: Statutes are to be
claim.)
A lawyer entered into a contract for
professional services on contingent basis and actually
rendered service to its successful conclusion. Before
the claim was collected, a statute was enacted.
(New statute: Prohibiting the collection of
attorney’s fees for services rendered in prosecuting
veteran’s claims.)
In exonerating the lawyer, the court said: the
statute prohibiting the collection of attorney’s fees
cannot be applied retroactively so as to adversely
affect the contract for professional services and the
fees themselves. The 5% fee was contingent and did
not become absolute and unconditional until the
veteran’s claim had been collected by the claimant
when the statute was already in force did no alter the
situation. The 5% fee allowed by the old law is “not
unreasonable. The subsequent law enacted after the
rendition of the services should not as a matter of
simple justice affect the agreement, which was entered
into voluntarily by the parties as expressly directed in
the previous law. To apply the new law to the case of
defendant-appellant s as to deprive him of the agreed
fee would be arbitrary and unreasonable as destructive
of the inviolability of contracts, and therefore invalid
as lacking in due process; to penalize him for
collecting such fees, repugnant to our sense of justice.
6.   Repealing and Amendatory Acts –
Buyco v. PNB – On April 24, 1956, RA 897 gave
Buyco the right to have his backpay certificate applied
in payment of his obligation. On June 16, 1956, RA
1576 was enacted amending the charter of the PNB
and provided that the bank shall have no authority to
accept backpay certificate in payment of indebtedness
to the bank.
The Court favored Buyco. All statutes are
construed as having prospective operation, unless the
purpose of the legislature is to give them retroactive
effect. This principle also applies to amendments. RA
1576 does not contain any provision regarding its
retroactive effect. It simply states its effectivity upon
approval. The amendment therefore, has no retroactive
FINALS Garcia, Sumaya, and Tuldanes
1P – A.Y. 2017-2018
effect, and the present case should be governed by the
law at the time the offer in question was made. The
rule is familiar that after an act is amended, the original
act continues to be in force with regard to all rights that
had accrued prior to such amendment.
Retroactive statutes
- Takes away or impairs vested rights
acquired under existing laws, creates
new obligation, imposes a new duty
or attaches a new disability in respect
to transactions already past.
- But a statute is not made retroactive
because it draws on antecedent facts
for its operation or part of the
requirements for its application is
drawn from a time antedating its
passage.
- The Constitution does not prohibit
the enactment of a retroactive statute
which does not impair obligations of
contract or divest rights that have
become vested
construed as having only a
prospective operation.
Exception: The intendment if the legislature
is to give them retroactive effect is
expressly declared or implied from
the language used.
Presumption: All laws operate prospectively.
And in case of doubt, it shall be
resolved against the retroactive
operations of law.
1.   Procedural Laws – adjective laws which
prescribe rules and forms of procedure of
enforcing rights or obtaining redress for their
invasion. Applied to criminal law, they
provide or regulate the steps by which one
who commits a crime is to be punished.
2.   Curative Statutes – Frivaldo v. Comelec
– (an example considered curative &
remedial as well as one which creates new
rights & new remedies, generally held to be
retroactive in nature – PD 725, which
liberalizes the procedure of repatriation) PD
725 & the re-acquisition of the Filipino
citizenship by administrative repatriation
pursuant to said decree is retroactive.
3.   Police Power Legislations
4.   Statutes relating to prescription in
criminal cases
5.   Statutes relating to appeals - A statute
relating to appeals is remedial or procedural
in nature and applies to pending actions in
which no judgment has yet been promulgated
at the time the statute took effect.
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