LTD REVIEWER – JUDGE KAWADA

Introduction
A. Regalian Doctrine - all lands of the public domain belong to the State, which is the
source of any asserted right to any ownership of land. All lands not appearing to be
clearly within private ownership are presumed to belong to the State.

B. Mirror Doctrine –
The general rule:
Every person dealing with registered land may safely rely on the correctness of the
certificate of title issued therefor and the law will in no way oblige him to go beyond the
certificate to determine the condition of the property.

Exceptions:
1. when a person who deals with registered land through someone who is not the
registered owner, he is expected to look behind the certificate of title and examine
all the factual circumstances, in order to determine if the vendor has the capacity to
transfer any interest in the land.

2. This principle does not apply when the party has actual knowledge of facts and
circumstances that would impel a reasonably cautious man to make such inquiry or
when the purchaser has knowledge of a defect or the lack of title in his vendor or of
sufficient facts to induce a reasonably prudent man to inquire into the status of the
title of the property in litigation.

3. In case of banking institutions…..

It was incumbent upon petitioner to inquire into the status of the lots which includes
verification on whether Garcia had secured the authority from the HLURB to
mortgage the subject lots. Petitioner failed to do so.

4. In case of financing institutions…

It was held that when the purchaser or mortgagee is a financing institution, the
general rule that a purchaser or mortgagee of land is not required to look further
than what appears on the face of the title does not apply.

The petitioner is an investment and financing corporation. We presume it is

experienced in its business. Ascertainment of the status and condition of properties
offered to it as security for the loans it extends must be a standard and indispensable
part of its operations.

5. In the case of Domingo Realty vs. CA (2007), the SC had the occasion to give a
precaution to prospective buyers of titled lands, to wit:
It is advisable that such parties (1) verify the origin, history, authenticity, and validity
of the title with the Office of the Register of Deeds and the Land Registration
Authority; (2) engage the services of a competent and reliable geodetic engineer to
verify the boundary, metes, and bounds of the lot subject of said title based on the
technical description in the said title and the approved survey plan in the Land
Management Bureau; (3) conduct an actual ocular inspection of the lot; (4) inquire
from the owners and possessors of adjoining lots with respect to the true and legal
ownership of the lot in question; (5) put up signs that said lot is being purchased,
leased, or encumbered; and (6) undertake such other measures to make the general
public aware that said lot will be subject to alienation, lease, or encumbrance by the
parties.

c. Rules applicable in Double Sale:

Civil Code, Art. 1544. If the same thing should have been sold to different vendees,
the ownership shall be transferred to the person who may have first taken
possession thereof in good faith, if it should be movable property.
Should it be immovable property, the ownership shall belong to the person acquiring
it who in good faith first recorded it in the Registry of Property.
Should there be no inscription, the ownership shall pertain to the person who in
good faith was first in the possession; and, in the absence thereof, to the person who
presents the oldest title, provided there is good faith.

The principle of primus tempore, potior jure (first in time, stronger in right) gains
greater significance in case of double sale of immovable property. When the thing
sold twice is an immovable, the one who acquires it and first records it in the
Registry of Property, both made in good faith, shall be deemed the owner. Verily, the
act of registration must be coupled with good faith— that is, the registrant must
have no knowledge of the defect or lack of title of his vendor or must not have been
aware of facts which should have put him upon such inquiry and investigation as
might be necessary to acquaint him with the defects in the title of his vendor. (San
Lorenzo Devt Corp vs. CA, G.R. No. 124242, 2005)

d. Purchaser in good faith

1. A purchaser in good faith is one who buys property without notice that some
other person has a right to or interest in such property and pays its fair price
before he has notice of the adverse claims and interest of another person in the
same property. (Chua vs. Soriano, G.R. NO. 150066, 2007)
2. Thus, the reliance by the Chuas on the notarial acknowledgment found in the
duly notarized SPA presented by Celestino is sufficient evidence of good faith.
The Chuas need not prove anything more for it is already the function of the
notarial acknowledgment to establish the appearance of the parties to the
document, its due execution and authenticity. (Chua vs. Soriano, G.R. NO.
150066, 2007)
 C. Torrens system of Registrations
a Torrens title is conclusive against third parties, including the government. A holder of a
Torrens title in good faith is guaranteed that his/her title is indefeasible, unassailable and
imprescriptible.

Purpose is to quiet title to the land and stop forever the question on its legality. Once it
is registered, the owner can rest assured without having to wait by the doors of court, to
avoid losing his land.

General Provisions
- Heirs of Pedro Lopez v De Castro
- Sps Laburada v Land Registration Authority

The Land Registration Commission (LRA) and Its Registries of Deeds

LRA is mandated to register transactions involving titled and untitled lands and personal and movable
properties, and provide information on titles and registered documents. It also endeavors to protect the sanctity
of the Torrens System and preserve the integrity of the land registration process, all towards providing a
secure, stable and trustworthy record of land ownership and recorded interests that ultimately promotes social
and economic well-being and contributes to national development.

Original Registration
A. Citizenship
 1987 Philippine Constitution, Article XII
Section 2 - All lands of the public domain, waters, minerals, coal, petroleum, and other
mineral oils, all forces of potential energy, fisheries, forests or timber, wildlife, flora and
fauna, and other natural resources are owned by the State. With the exception of
agricultural lands, all other natural resources shall not be alienated. The exploration,
development, and utilization of natural resources shall be under the full control and
supervision of the State. The State may directly undertake such activities, or it may enter
into co-production, joint venture, or production-sharing agreements with Filipino
citizens, or corporations or associations at least sixty per centum of whose capital is
owned by such citizens. Such agreements may be for a period not exceeding twenty-five
years, renewable for not more than twenty-five years, and under such terms and
conditions as may be provided by law. In cases of water rights for irrigation, water
supply, fisheries, or industrial uses other than the development of water power,
beneficial use may be the measure and limit of the grant.

The State shall protect the nation’s marine wealth in its archipelagic waters, territorial
sea, and exclusive economic zone, and reserve its use and enjoyment exclusively to
Filipino citizens.

The Congress may, by law, allow small-scale utilization of natural resources by Filipino
citizens, as well as cooperative fish farming, with priority to subsistence fishermen and
fishworkers in rivers, lakes, bays, and lagoons.
 The President may enter into agreements with foreign-owned corporations involving
either technical or financial assistance for large-scale exploration, development, and
utilization of minerals, petroleum, and other mineral oils according to the general terms
and conditions provided by law, based on real contributions to the economic growth and
general welfare of the country. In such agreements, the State shall promote the
development and use of local scientific and technical resources.
The President shall notify the Congress of every contract entered into in accordance with
this provision, within thirty days from its execution.

Section 3 - Lands of the public domain are classified into agricultural, forest or timber,
mineral lands, and national parks. Agricultural lands of the public domain may be further
classified by law according to the uses which they may be devoted. Alienable lands of
the public domain shall be limited to agricultural lands. Private corporations or
associations may not hold such alienable lands of the public domain except by lease, for
a period not exceeding twenty-five years, renewable for not more than twenty-five
years, and not to exceed one thousand hectares in area. Citizens of the Philippines may
lease not more than five hundred hectares, or acquire not more than twelve hectares
thereof by purchase, homestead, or grant.

Taking into account the requirements of conservation, ecology, and development, and
subject to the requirements of agrarian reform, the Congress shall determine, by law,
the size of lands of the public domain which may be acquired, developed, held, or leased
and the conditions therefor.

Section 7 - Save in cases of hereditary succession, no private lands shall be transferred or

conveyed except to individuals, corporations, or associations qualified to acquire or hold
lands of the public domain.

Section 8 - Notwithstanding the provisions of Section 7 of this Article, a natural-born

citizen of the Philippines who has lost his Philippine citizenship may be a transferee of
private lands, subject to limitations provided by law.

 Foreign Investment Act (RA 7042)

Section 3 –
SEC. 3. Definitions. - As used in this Act:
a) the term “Philippine National” shall mean a citizen of the Philippines or a domestic
partnership or association wholly owned by citizens of the Philippines; or a
corporation organized under the laws of the Philippines of which at least sixty
percent (60%) of the capital stock outstanding and entitled to vote is owned and held
by citizens of the Philippines or a corporation organized abroad and registered as
doing business in the Philippine under the Corporation Code of which one hundred
percent (100%) of the capital stock outstanding and entitled to vote is wholly owned
by Filipinos or a trustee of funds for pension or other employee retirement or
 separation benefits, where the trustee is a Philippine national and at least sixty
percent (60%) of the fund will accrue to the benefit of Philippine nationals: Provided,
That where a corporation and its non-Filipino stockholders own stocks in a Securities
and Exchange Commission (SEC) registered enterprise, at least sixty percent (60%) of
the capital stock outstanding and entitled to vote of each of both corporations must
be owned and held by citizens of the Philippines and at least sixty percent (60%) of
the members of the Board of Directors of each of both corporations must be citizens
of the Philippines, in order that the corporation shall be considered a Philippine
national; (as amended by R.A. 8179).

b) The term investment" shall mean equity participation in any enterprise, organized or
existing under the laws of the Philippines and duly recorded in the enterprise's stock and
transfer book, or any equivalent registry of ownership;

c) The term foreign investment" shall mean an equity investment made by non-
Philippine national in the form of foreign exchange and/or other assets actually
transferred to the Philippines and duly registered with the Bangko Sentral ng Pilipinas;

d) the phrase “doing business” shall include soliciting orders, service contracts, opening
offices, whether called “liaison” offices or branches; appointing representatives or
distributors domiciled in the Philippines or who in any calendar year stay in the country
for a period or periods totaling one hundred eighty (180) days or more; participating in
the management, supervision or control of any domestic business, firm, entity or
corporation in the Philippines; and any other act or acts that imply a continuity of
commercial dealings or arrangements, and contemplate to that extent the performance
of acts or works, or the exercise of some of the functions normally incident to, and in
progressive prosecution of, commercial gain or of the purpose and object of the
business organization: Provided, however, That the phrase “doing business” shall not be
deemed to include mere investment as a shareholder by a foreign entity in domestic
corporations duly registered to do business, and/or the exercise of rights as such
investor; nor having a nominee director or officer to represent its interests in such
corporation; nor appointing a representative or distributor domiciled in the Philippines
which transacts business in its own name and for its own account;
e) the term “export enterprise” shall mean an enterprise wherein a manufacturer,
processor or service (including tourism) enterprise exports sixty percent (60%) or more
of its output, or wherein a trader purchases products domestically and exports sixty
percent (60%) or more of such purchases;
f) the term “domestic market enterprise” shall mean an enterprise which produces
goods for sale, or renders services to the domestic market entirely or if exporting a
portion of its output fails to consistently export at least sixty percent (60%) thereof; and
g) the term “Foreign Investments Negative List” or “Negative List” shall mean a list of
areas of economic activity whose foreign ownership is limited to a maximum of forty
percent (40%) of the equity capital of the enterprises engaged therein.
 (h) The term practice of profession" shall mean an activity or undertaking rendered and
performed by a registered and duly licensed professional or holder of a special
temporary permit as defined in the scope of practice of a professional regulatory law;
and
(i) The term pipeline transaction" shall mean the sector which includes transport of
goods or materials through a pipeline such as crude, refined, petroleum, natural gas,
biofuels, and other chemically stable substance."

Section 10 –
SEC. 10. Other Rights of Natural Born Citizen Pursuant to the Provisions of Article XII,
Section 8 of the Constitution.
Any natural born citizen who has lost his Philippine citizenship and who has the legal
capacity to enter into a contract under Philippine laws may be a transferee of a private
land up to a maximum area of five thousand (5,000) square meters in the case of urban
land or three (3) hectares in the case of rural land to be used by him for business or
other purposes. In the case of married couples, one of them may avail of the privilege
herein granted: Provided, That if both shall avail of the same, the total area acquired
shall not exceed the maximum herein fixed.
In the case the transferee already owns urban or rural land for business or other
purposes, he shall still be entitled to be a transferee of additional urban or rural land for
business or other purposes which when added to those already owned by him shall not
exceed the maximum areas herein authorized.
A transferee under this Act may acquire not more than two (2) lots which should be
situated in different municipalities or cities anywhere in the Philippines: Provided, That
the total land area thereof shall not exceed five thousand (5,000) square meters in the
case of urban land or three (3) hectares in the case of rural land for use by him for
business or other purposes. A transferee who has already acquired urban land shall be
disqualified from acquiring rural land and vice versa”. (As amended by R.A. 8179)

 IRR of RA 7042
Rule 1, Section 1 –
SECTION 1. DEFINITION OF TERMS. – For purposes of these Rules and Regulations:
a. Act shall refer to Republic Act No. 7042 entitled “An Act to Promote Foreign
Investments, Prescribe the Procedures for Registering Enterprises Doing Business in the
Philippines, and for Other Purposes”, also known as the Foreign Investments Act of 1991,
as amended by Republic Act No. 8179.
b. Philippine national shall mean a citizen of the Philippines or a domestic partnership or
association wholly owned by citizens of the Philippines; or a corporation organized
under the laws of the Philippines of which at least sixty percent (60%) of the capital
stock outstanding and entitled to vote is owned and held by citizens of the
Philippines; or a corporation organized abroad and registered as doing business in the
Philippines under the Corporation Code of which 100% of the capital stock outstanding
and entitled to vote is wholly owned by Filipinos; or a trustee of funds for pension or
other employee retirement or separation benefits, where the trustee is a Philippine
national and at least sixty percent (60%) of the fund will accrue to the benefits of
Philippine nationals; Provided, That where a corporation and its non-Filipino
stockholders own stocks in a Securities and Exchange Commission (SEC) registered
enterprise, at least sixty percent (60%) of the capital stock outstanding and entitled to
vote of each of both corporations must be owned and held by citizens of the Philippines
and at least sixty percent (60%) of the members of the Board of Directors of each of
both corporations must be citizens of the Philippines, in order that the corporation shall
be considered a Philippine national. The control test shall be applied for this purpose.
Compliance with the required Filipino ownership of a corporation shall be determined
on the basis of outstanding capital stock whether fully paid or not, but only such stocks
which are generally entitled to vote are considered.
For stocks to be deemed owned and held by Philippine citizens or Philippine nationals,
mere legal title is not enough to meet the required Filipino equity. Full beneficial
ownership of the stocks, coupled with appropriate voting rights is essential. Thus, stocks,
the voting rights of which have been assigned or transferred to aliens cannot be
considered held by Philippine citizens or Philippine nationals.
Individuals or juridical entities not meeting the aforementioned qualifications are
considered as non-Philippine nationals.
c. Foreign corporation shall mean one which is formed, organized or existing under laws
other than those of the Philippines.
Branch office of a foreign company carries out the business activities of the head office
and derives income from the host country.
Representative or liaison office deals directly with the clients of the parent company but
does not derive income from the host country and is fully subsidized by its head office. It
undertakes activities such as but not limited to information dissemination and
promotion of the company’s products as well as quality control of products.
d. Investment shall mean equity participation in any enterprise organized or existing
under the laws of the Philippines. It includes both original and additional investments,
whether made directly as in stock subscription, or indirectly through the transfer of
equity from one investor to another as in stock purchase. Ownership of bonds (including
income bonds), debentures, notes or other evidences of indebtedness does not qualify
as investment.
The purchase of stock options or stock warrants is not an investment until the holder
thereof exercises his option and actually acquires stock from the corporation.
e. Foreign investment shall mean an equity investment made by a non-Philippine
national; Provided, however, that for purposes of determining foreign ownership, peso
investments made by non-Philippine nationals shall be considered; Provided,
further, that only foreign investments in the form of foreign exchange and/or other
assets actually transferred to the Philippines and duly registered with the Central Bank
(CB) and profits derived therefrom can be repatriated; and Provided, finally, That, for
purposes of Section 8 of the Act, and Rule VIII, Section 6 of these Rules and Regulations,
Existing Foreign Investment shall mean an equity investment made by a non-Philippine
national duly registered with the SEC or the Bureau of Trade Regulation and Consumer
Protection (BTRCP) in the form of foreign exchange and/or other assets transferred to
the Philippines.
f. Doing business shall include soliciting orders, service contracts, opening offices,
whether liaison offices or branches; appointing representatives or distributors, operating
under full control of the foreign corporation, domiciled in the Philippines or who in any
calendar year stay in the country for a period or periods totaling one hundred eighty
(180) days or more; participating in the management, supervision or control of any
domestic business, firm, entity or corporation in the Philippines; and any other act or
acts that imply a continuity of commercial dealings or arrangements, and contemplate
to that extent the performance of acts or works, or the exercise of some of the functions
normally incident to and in progressive prosecution of commercial gain or of the
purpose and object of the business organization. The following acts shall not be deemed
“doing business” in the Philippines:
(1) Mere investment as a shareholder by a foreign entity in domestic corporations duly
registered to do business, and/or the exercise of rights as such investor;
(2) Having a nominee director or officer to represent its interests in such corporation;
(3) Appointing a representative or distributor domiciled in the Philippines which
transacts business in the representative’s or distributor’s own name and account;
(4) The publication of a general advertisement through any print or broadcast media;
(5) Maintaining a stock of goods in the Philippines solely for the purpose of having the
same processed by another entity in the Philippines;
(6) Consignment by a foreign entity of equipment with a local company to be used in the
processing of products for export;
(7) Collecting information in the Philippines; and
(8) Performing services auxiliary to an existing isolated contract of sale which are not on
a continuing basis, such as installing in the Philippines machinery it has manufactured or
exported to the Philippines, servicing the same, training domestic workers to operate it,
and similar incidental services.
g. Export enterprise shall mean an enterprise wherein a manufacturer, processor or
service (including tourism) enterprise exports sixty percent (60%) or more of its output,
or wherein a trader purchases products domestically and exports sixty percent (60%) or
more of such purchases.
h. Exports shall mean the volume or the Philippine port F.O.B. peso value, determined
from invoices, bills of lading, inward letters of credit, loading certificates, and other
commercial documents, of products exported directly by an export enterprise or the
value of services including tourism sold by service-oriented enterprises to non-resident
foreigners or the net selling price of export products sold by an export enterprise to
another export enterprise that subsequently exports the same; Provided, That sales of
export products to another export enterprise shall only be deemed exports when
actually exported by the latter, as evidenced by loading certificates or similar commercial
documents; and Provided, finally, that without actual exportation, the following shall be
considered constructively exported for purposes of the Act: (1) sales of products to
bonded manufacturing warehouses of export enterprises; (2) sales of products to export
processing zone enterprises; (3) sales of products to export enterprises operating
bonded trading warehouses supplying raw materials used in the manufacture of export
products; and (4) sales of products to foreign military bases, diplomatic missions and
other agencies and/or instrumentalities granted tax immunities of locally manufactured,
assembled or repacked products whether paid for in foreign currency or pesos funded
from inwardly remitted foreign currency.
Sales of locally manufactured or assembled goods for household and personal use to
Filipinos abroad and other non-residents of the Philippines as well as returning overseas
Filipinos under the Internal Export Program of the Government and paid for in
convertible foreign currency inwardly remitted through the Philippine banking system
shall also be considered exports.
i. Output shall refer to the export enterprise’s total sales in a taxable year, The term sales
shall refer to value in case of heterogeneous products and volume in case of
homogeneous products.
Heterogeneous products shall refer to products of different kinds and characteristics as
well as to those of the same kind but with various categories using different units of
measurement.
Homogeneous products shall refer to products of the same kind or category using a
common unit of measurement.
j. Export ratio shall refer to:
(1) the percentage share of the volume or peso value of goods exported to the total
volume or value of goods sold in any taxable year if the export enterprise is engaged in
manufacturing or processing;
(2) the percentage share of the peso value of services sold to foreigners to total earnings
or receipts from the sale of its services from all sources in any taxable year if the export
enterprise is service-oriented; Value of services sold shall refer to the peso value of all
services rendered by an export enterprise to foreigners that are paid for in foreign
currency and/or pesos funded from inwardly remitted foreign currency as properly
documented by the export enterprise; or
(3) the percentage share of the volume or peso value of goods exported to the total
volume or value of goods purchased domestically in any taxable year if the export
enterprise is engaged in merchandise trading.
k. Domestic market enterprise shall mean an enterprise which produces goods for sale,
renders service, or otherwise engages in any business in the Philippines.
l. Joint venture shall mean two or more entities, whether natural or juridical, one of
which must be a Philippine national, combining their property, money, efforts, skills or
knowledge to carry out a single business enterprise for profit, which is duly registered
with the SEC as a corporation or partnership.
m. Substantial partner shall mean an individual or a firm who owns enough shares to be
entitled to at least one (1) seat on the Board of Directors of a corporation, or in the case
of a partnership, any partner.
n. Dangerous drug as defined under Republic Act 6425 or the Dangerous Drugs Act, as
amended, refers to either:
(1) “Prohibited drug” which includes opium and its active components and derivatives,
such as heroin and morphine; coca leaf and its derivatives, principally cocaine; alpha and
beta eucaine; hallucinogen drugs, such as mescaline, lysergic and diethylamide (LSD) and
other substances producing similar effects; Indian hemp and its derivatives; all
preparations made from any of the foregoing; and other drugs and chemical
preparations whether natural or synthetic, with the physiological effects of a narcotic or
hallucinogenic drug; or
(2) “Regulated drug” which includes, unless authorized by the Department of Health
(DOH) and in accordance with the Dangerous Drugs Board, self-inducing sedatives, such
as secobarbital, phenobarbital, pentobarbital, barbital, amobarbital or any other drug
which contains a salt or a derivative of salt of barbituric acid; any salt, isomer, or salt of
an isomer, of amphetamine such as benzedrine or dexedrine, or any drug which
produces a physiological action similar to amphetamine; and hypnotic drugs, such as
methaqualone, nitrazepam or any other compound producing similar physiological
effects.
o. Advanced technology refers to a higher degree or form of technology than what is
domestically available and needed for the development of certain industries as subject
to guidelines of the Department of Science and Technology (DOST). Its introduction into
the country through foreign investments under the terms and conditions of the Act must
be linked to its appropriateness and adaptability to local conditions with a view towards
eventual transfer and applicability including the upgrading of the indigenous technology
available.
p. Paid-in equity capital shall mean the total investment in a business that has been
paid-in in a corporation or partnership or invested in a single proprietorship, which may
be in cash or in property. It shall also refer to inward remittance or assigned capital in
the case of foreign corporations.
q. Foreign Investment Negative List (FINL) or Negative List shall mean a list of areas of
economic activity whose foreign ownership is limited to a maximum of forty percent
(40%) of the outstanding capital stock in the case of a corporation or capital in the case
of partnership.
r. NEDA Board shall refer to the body constituted as such under Executive Order No. 230
entitled “Reorganizing the National Economic and Development Authority” and in which
reside the powers and functions of the Authority.
s. NEDA shall refer to the NEDA Secretariat, which is the body constituted as such under
Executive Order No. 230 and which serves as the research and technical support arm
and the Secretariat of the NEDA Board.
t. SEC shall refer to the Securities and Exchange Commission.
u. BTRCP shall refer to the Bureau of Trade Regulation and Consumer Protection as
represented by the provincial offices of the Department of Trade and Industry (DTI).
v. BOI shall refer to the Board of Investments.
w. Technology Transfer Board shall refer to the Bureau of Patents. Trademarks and
Technology Transfer (BPTTT).
x. Former natural─born Filipinos shall mean those who have lost Philippine citizenship
but were previously citizens of the Philippines falling in either of the following categories:
(a) from birth without having to perform any act to acquire or perfect their Philippine
citizenship; or (b) by having elected Philippine citizenship upon reaching the age of
majority, if born before January 17, 1973, of Filipino mothers.
y. Transferee of private land shall mean a person to whom the ownership rights of
private land is transferred through either voluntary or involuntary sale, devise or
donation. Involuntary sales shall include sales on tax delinquency, foreclosures and
executions of judgment.
z. Direct employees shall mean Filipino personnel hired and engaged under the control
and supervision of the applicant investor/employer in the production of goods or
performance of services. Excluded from this definition are personnel hired as casual,
seasonal, learner, apprentice or any employee of subcontractor or those under fixed term
employment.
aa. Start of commercial operations shall mean the date when a particular enterprise
actually begins production of the product for commercial purposes or commercial
harvest in the case of agricultural activities. In the case of service oriented activities, the
date when the enterprise begins catering or servicing its clients on a commercial basis. In
the case of export traders and service exporters, the date when the initial export
shipment in commercial quantity has been made or initial performance of service as
borne out by the appropriate supporting documents.

I. Natural Persons
- Philippine Banking Corporation v Lui She
Ruling:
The contracts executed by Justina Santos were invalid because there is a question with
regards to the citizenship of Wong, there must not be any option to buy a piece of land
from a filipino owner because it shall give the alien rights to enjoy the land and dispose
it which is contrary to the Constitutional ban against alien owning parcel of land in the
Philippines.

- Ramirez v. Vda. De Ramirez

Ruling:
Wanda by virtue of usufructuary is allowed to use the land stated because therewas no
transfer of title. The ownership of the properties of the lands is covered in the
constitution, thus the mere possession does not entail that the transfer of title was given
to wanda but just paid for its use.

- Muller v Muller
Ruling:
There is no reimbursement on the part of the husband since he is not a filipino citizen.
Even properties in trust for the benefit of an alien is not allowed, the husband knowing
this purposely named it after his wife therefore has no right of reimbursement.
- Ting Ho v Teng Gui
Ruling:
Although the sale was void it is concluded that the improvements have no price involved
and that it was donated to Teng Gui, therefore he is the rightful owner of the said
properties involved

- Morales v De Guia
Ruling:
It was held that the land in question is still owned by de guia even when he already
changed his citizenship because at that time that he acquired ownership to the parcel of
land he was Filipino. What is important is that at the time of ownership and acquisition
of the land the person must be filipino citizen and that there is proof that the property is
duly owned by him by proof of title. If the other party cannot present any proof that
there was an indeed agreement on the part that they will own a part of it, then it must
be expressly stated. In this case, Morales was not able to give such proof of the
supposed agreement made to them with De guia that a portion of its land would be
theirs.

II. Corporations
- Register of Deeds Ung Siu Si Temple
Ruling:
It cannot be transferred to corporations or aliens that which has no capital stock of 60%
and that corporation must be 60% owned by the citizens of the Philippines for it to be
considered as Philippine National.

- JG Summit Holdings, Inc. v. CA

Ruling:
In fact, in can even be said that if the foreign shareholdings of a landholding corporation
exceeds 40%, it is not the foreign stockholders’ ownership of the shares which is
adversely affected but the capacity of the corporation to won land—that is, the
corporation becomes disqualified to own land.

No law disqualifies a person from purchasing shares in a landholding corporation even if

the latter will exceed the allowed foreign equity, what the law disqualifies is the
corporation from owning land.

- Strategic Alliance Development Corporation v Radstock Securities Limited

Ruling:
Radstock is not qualified to own land in the Philippines. Consequently, Radstock is also
disqualified to own the rights to ownership of lands in the Philippines. Radstock cannot
own the rights to ownership of any land in the Philippines because Radstock cannot
lawfully own the land itself. Otherwise, there will be a blatant circumvention of the
Constitution, which prohibits a foreign private corporation from owning land in the
Philippines. In addition, Radstock cannot transfer the rights to ownership of land in the
Philippines if it cannot own the land itself. It is basic that an assignor or seller cannot
 assign or sell something he does not own at the time the ownership, or the rights to the
ownership, are to be transferred to the assignee or buyer. The third party assignee under
the Compromise Agreement who will be designated by Radstock can only acquire rights
duplicating those which its assignor is entitled by law to exercise. Thus, the assignee can
acquire ownership of the land only if its assignor owns the land. Clearly, the assignment
by PNCC of the real properties to a nominee to be designated by Radstock is a
circumvention of the Constitutional prohibition against a private foreign corporation
owning lands in the Philippines. The said circumvention renders the Compromise
Agreement void.

 Condominium Act (RA No. 4726)

Section 2 - A condominium is an interest in real property consisting of separate interest
in a unit in a residential, industrial or commercial building and an undivided interest in
common, directly or indirectly, in the land on which it is located and in other common
areas of the building. A condominium may include, in addition, a separate interest in
other portions of such real property. Title to the common areas, including the land, or
the appurtenant interests in such areas, may be held by a corporation specially formed
for the purpose (hereinafter known as the "condominium corporation") in which the
holders of separate interest shall automatically be members or shareholders, to the
exclusion of others, in proportion to the appurtenant interest of their respective units in
the common areas.
The real right in condominium may be ownership or any other interest in real property
recognized by law, on property in the Civil Code and other pertinent laws.

Section 5 - Any transfer or conveyance of a unit or an apartment, office or store or other

space therein, shall include the transfer or conveyance of the undivided interests in the
common areas or, in a proper case, the membership or shareholdings in the
condominium corporation: Provided, however, That where the common areas in the
condominium project are owned by the owners of separate units as co-owners thereof,
no condominium unit therein shall be conveyed or transferred to persons other than
Filipino citizens, or corporations at least sixty percent of the capital stock of which
belong to Filipino citizens, except in cases of hereditary succession. Where the common
areas in a condominium project are held by a corporation, no transfer or conveyance of
a unit shall be valid if the concomitant transfer of the appurtenant membership or
stockholding in the corporation will cause the alien interest in such corporation to
exceed the limits imposed by existing laws.

Department of Justice Opinions Nos 180 and 175, series of 1973, attached Annex F to
HLURB Resolution No. R 699-01

J.D. OPINION NO. 180

Series of 1973
RE FOREIGN INVESTMENT IN LAND AND/OR BUILDINGS
December 21, 1973
The Acting Secretary of Trade
Quezon City
Sir:
This is with reference to your request for opinion on the following questions regarding
foreign investment in lands and/or buildings:
"1. Can foreign investors or multinational corporations own building or units thereof (as
in condominium)? Apartments?
"2. Can there be joint-ownership at 60 percent-40 percent of land and building between
foreign investors and their Filipino counterparts?"
I have considered a similar question in opinion No. 175, current series — a copy of which
I am herewith enclosing for your information and guidance. On the basis of the opinion,
foreigners or multinational corporation may own building provided they are constructed
on rental land, the lease not to exceed ten years.
Regarding the ownership of condominium units by foreign investors or multinational
corporation, as reasoned out in Opinion No. 175, current series, supra,the same may be
allowed but subject to the qualifications mentioned in the proviso of Section 5 of R.A.
No. 4726 which needs:
"...Provided, however, That where the common areas in the condominium project are
owned by the owners of separate units as co-owners thereof, no condominium unit
herein shall be conveyed or transferred to persons other than Filipino citizens, or
corporations at least 60% of the capital stock of which belong to Filipino citizens, except
in cases of hereditary succession. Where the common areas in a condominium project
are held by a corporation, no transfer or conveyance of a unit shall be valid if the
concomitant transfer of the appurtenant membership or stockholding in the corporation
will cause the alien interest in such corporation to exceed the limits imposed by existing
laws."
As to the ownership by foreign investors or multinational corporations of apartments
which do not fall within the purview of the Condominium Act (R.A. No. 4726) suffice it to
state that I am not aware of any law which prohibits aliens or foreign corporations from
owning apartment buildings, so long, of course, as they will merely lease the land on
which the building will be constructed, for a period not exceeding ten years.
Anent your second query, the following provisions of Article XIV of the new Constitution
are pertinent:
"Section 9.The disposition, exploration, development, exploitation, or utilization of any
of the natural resources of the Philippines shall be limited to citizens of the Philippines,
or to corporations or associations at least sixty per centum of the capital of which is
owned by such citizens, ...
"Section 10....No private corporations or association may hold alienable lands of the
public domain except by lease not to exceed one thousand hectares in area; nor may any
citizen hold such lands by lease in excess of five hundred hectares or acquire by
purchase or homestead in excess of twenty-four hectares ...
SECTION 14.Save in cases of hereditary succession, no private land shall be transferred
or conveyed except to individuals, corporations or associations qualified to acquired or
hold lands of the public domain."
Upon the basis of these provisions, the following conclusions may be made your second
query:
1. Only citizens of the Philippines, as individuals, may acquire both private lands and
lands of the public domain. Therefore, there can be no joint ownership of such lands
between Filipinos and foreign investors are individuals.
2. However, corporations or associations at least 60 percent of the capital stock of which
is owned by Filipinos, and the remainder by foreigners, may own private lands.
3. Corporations or associations — whether of citizens or of citizens and aliens — may not
own, but may only hold by lease lands of public domain.
4. As to the "joint-ownership at 60 percent-40 percent of lands and buildings foreign
investors and Filipinos, this may be legally feasible as long as the ownership of the land
building is by corporations or associations at least 60% of the capital stock of which is
owned by Filipino citizens and only the remainder by the foreign investors.
Please be guided accordingly.
Very truly yours,
(SGD) VICENTE ABAD SANTOS
Secretary of Justice

J.D. OPINION NO. 175

Series of 1973
RE FOREIGN INVESTMENT IN CONDOMINIUMS IN THE PHILIPPINES
December 12, 1973
The Secretary of Tourism
Manila
Sir:
This has reference to your request for opinion on the following questions regarding
foreign investment in condominium in the Philippines.
a) May 100% owned and controlled foreign firms set up condominiums corporations
under RA 4726, if the land is leased?
b) If the answer in the affirmative, would a lease for a period of ninety-nine (99) years be
allowable?
c) Would a lease of the land for a period of fifty (50) years renewable for another period
of fifty (50) years, be legally tenable?
I have carefully examined Republic Act No. 4726 ("The Condominium Act") and I have
found no provision therein which, expressly or by necessary implication, prohibits a
corporation whose capital stock is wholly owned by aliens from establishing a
condominium corporation and setting up a condominium project on leased land. For this
reason I'm answering the first query in the affirmative.
Regarding the second and third questions on the allowable duration of leases of lands to
aliens, this Office has had occasion to rule in Opinion No. 216, series of 1952, that a
lease of urban land to a foreign corporation for a period of 10 years, renewable for
additional period of 10 and 5 years, or a total period of 25 years, is not unreasonable. In
other instances, 25 years was fixed as the maximum allowable period. (See Ops. No. 58,
s. 1949; No. 155; No. 235, s. 1952).But in subsequent opinion (no. 290, S. 1954) the then
Secretary of Justice Pedro Tuason remarked:
"In the opinions cited of this Department ...,25 years was fixed as the maximum
allowable period. Even this period may be to long, so long as virtually to amount to a
transfer or ownership of the property purportedly leased. Pending determination of the
reasonable period by the courts, and in the absence of legislation on the subject, 10
years would, in my opinion, be more in consonance with the spirit of the Organic Law."
I share this later view of my predecessor in office and I hereby adopt the same.
You also profound, on the case where the condominium corporation is a Filipino
corporation which owns the land on which the condominium is located, the question of
whether interests in units in the condominium together with an undivided interest in the
common areas thereof may be transferred to foreigners.
The Condominium Act does not forbid the transfer to aliens of an interest in a unit and
the undivided interest in common areas in a condominium. It should be noted that only
a "separate interest" in a unit and an undivided interest in the common areas are what
are transferred as a matter of a course to the grantee by virtue of condominium grant.
(Sec. 2 and 5.) Moreover, paragraph (b) of section 3 defines "unit for purposes of the Act
as "a part of condominium project intended for any type of independent use for
ownership, "and paragraph (e) of the same section in defining the term "to divide real
property" in the condominium project speaks of dividing the ownership thereof or other
interest therein."
But in this connection it should be stressed that section 5 of the Act contains a pertinent
prohibition. Said section reads:
"Any transfer or conveyance of a unit, or an apartment office or store or other space
therein, shall include the transfer or conveyance of the undivided interests in the
common areas or, in a proper case, the membership or shareholdings in the
condominium corporation; Provided, however, that there were the common areas in the
condominium project are owned by the owners of separate units as co-owners thereof,
no condominium unit therein shall be conveyed or transferred to persons other than
Filipino citizens, or corporations at least sixty percent of the capital stock which belong
to Filipino citizens, except in cases of hereditary succession. Where the common areas in
a condominium project are held by a corporation, no transfer or conveyance of a unit
shall be valid if the concomitant transfer of the appurtenant membership or
stockholding in the corporation will caused the alien interest in such corporation to
exceed the limits imposed by existing laws."
Applying the proviso in this section to the present case, the result would be so that
should it be a case covered by the first sentence of the proviso,no unit in the
condominium may be transferred to aliens or to corporation more than 40% of the
capital stock of which is owned by aliens; and should it be case covered by the second
sentence, the transfer to aliens of units in the project may be made only up to the point
where the concomitant transfer for membership or stockholding in the condominium
corporation would not cause the alien interest in such corporation to exceed 40% of its
entire capital stock.
In resume and by way of emphasis, my conclusions on your queries are as follows:
 1. Any corporation which is owned 100% by a foreign firm may establish a
"condominium corporation" under R.A. 4726 and set up a condominium project on land
leased for a period not to exceed 10 years.
2. Where the condominium corporation is a Filipino corporation which owns the land on
which the condominium project is situated, R.A. 4726 allows the transfer to an alien of
an "interest" in a "unit" in the said condominium, and of an "undivided interest" in the
common areas thereof, subject to the qualifications mentioned in the proviso of section
5 of said Act.
Very truly yours,
(SGD) VICENTE ABAD SANTOS
Secretary of Justice

B. Judicial Confirmation of Imperfect or Incomplete Title

 CA 141 Section 48, RA No. 11573
(RA No. 11573 repealed Section 47 of CA 141)
Section 48 of Commonwealth Act No. 141, as amended, is hereby further amended to
read as follows:
“SEC. 48. The following-described citizens of the Philippines, occupying lands of the
public domain or claiming to own any such lands or an interest therein, but whose titles
have perfected or completed, may file a petition at any time, whether personally or
through their duly authorized representatives, in the Regional Trial Court of the province
where the land is located, for confirmation of their claims and the issuance of a
certificate of title to land not exceeding twelve (12) hectares:
“(a) Those who by themselves or through their predecessors-in-interest have been in
open, continuous, exclusive, and notorious possession and occupation of alienable and
disposable agricultural lands of the public domain, under a bona fide claim of
ownership, for at least twenty (20) years immediately preceding the filing of the
application for confirmation of title except when prevented by war or force
majeure. They shall be conclusively presumed to have performed all the conditions
essential to a Government grant and shall be entitled to a certificate of title under the
provisions of this Chapter.
“(b) Those who have acquired ownership of private lands or abandoned riverbeds by
right of accession or accretion under the provision of existing laws; and
“(c) Those who have acquired ownership of land in any other manner provided by law.”

 PD 1529, Section 14 (1), RA 11573

SECTION 14. Who may apply. The following persons may file at any time, in the proper
Regional Trial Court in the province where the land is located, an application for
registration of title to land, not exceeding twelve (12) hectares, whether personally or
through their duly authorized representatives:
“(1) Those who by themselves or through their predecessors-in-interest have been in
open, continuous, exclusive and notorious possession and occupation of alienable and
disposable lands of the public domain not covered by existing certificates of title or
patents under a bona fide claim of ownership for at least twenty (20) years immediately
preceding the filing of the application for confirmation of title except when prevented by
war or force majeure. They shall be conclusively presumed to have performed all the
conditions essential to a Government grant and shall be entitled to a certificate of title
under this section.

- Secretary of the DENR v Mayor Yap

Ruling:
No. To prove that the land subject of an application for registration is alienable, the
applicant must establish the existence of a positive act of the government such as a
presidential proclamation or an executive order, an administrative action, investigative
reports of the Bureau of Lands investigators, and a legislative act or statute.
A positive act declaring land as alienable and disposable is required. In keeping with the
presumption of state ownership, the Court has time and again emphasized that there
must be a positive act of the government, such as an official proclamation, declassifying
inalienable public land into disposable land for agricultural or other purposes.
The Regalian Doctrine dictates that all lands of the public domain belong to the State,
that the State is the source of any asserted right to ownership of land and charged with
the conservation of such patrimony.

All lands not otherwise appearing to be clearly within private ownership are presumed
to belong to the State. Thus, all lands that have not been acquired from the government,
either by purchase or by grant, belong to the State as part of the inalienable public
domain.

- Martinez v CA
Ruling:
The Court ruled in favor of the petitioner. The Court held that the requirement where
title to the property is recorded in the Registry of Deeds under Art. 1455 is two-fold:
acquisition in good faith and recording in good faith. To be entitled of priority, the
second purchaser must not only prove prior recording of his title but that also he acted
in good faith, i.e. without knowledge or notice of a prior sale to another.

In the present case, it was proven that the respondent already knew that there was
already a building finished occupying the property in issue based on the actual
assessment of the Engineering Office of Cabanatuan City. Further, respondent himself
admitted that the petitioner was already in possession of the property in dispute at the
time of the second Deed of Sale. Despite this knowledge, he never talked to the
petitioner to verify the nature of his right to possess the property. Instead, he relied on
the assurance of respondent De la Paz that he would take care of the matter. Thus, the
respondent did not meet the standard of good faith required by the law.

- Heirs of Malabanan v Republic

Ruling:
 Acquisition by virtue of adverse possession: Those who by themselves or through their
predecessors in interest have been in open, continuous, exclusive, and notorious
possession and occupation of alienable and disposable lands of the public domain,
under a bona fide claim of acquisition of ownership, since June 12, 1945

- Republic v Pasig Rizal Co., Inc.

Ruling:
Pasig Rizal Co., Inc., by itself and through its predecessors in interest, has been in open,
continuous, exclusive, and notorious possession and occupation of the Subject Property
since 1956. PRCI presented evidence to prove that the Subject Property forms part of
the alienable and disposable agricultural land of the public domain. Under the new
parameters set by RA 11573, these certifications are not acceptable proof of the
required land classification status. Nevertheless, in the interest of substantial justice,
bearing in mind the curative nature of RA 11573, and recognizing the long period of
possession by PRCI, the Court deems it proper to remand the case to the CA for the
reception of evidence on the Subject Property’s land classification status in accordance
with Section 7 of RA 11573.

a. Who May Apply – PD 1529

I. PD 1529, Sec 14 (1), RA 11573
SECTION 14. Who may apply. The following persons may file at any time, in the proper
Regional Trial Court in the province where the land is located, an application for
registration of title to land, not exceeding twelve (12) hectares, whether personally or
through their duly authorized representatives:
“(1) Those who by themselves or through their predecessors-in-interest have been in
open, continuous, exclusive and notorious possession and occupation of alienable and
disposable lands of the public domain not covered by existing certificates of title or
patents under a bona fide claim of ownership for at least twenty (20) years immediately
preceding the filing of the application for confirmation of title except when prevented by
war or force majeure. They shall be conclusively presumed to have performed all the
conditions essential to a Government grant and shall be entitled to a certificate of title
under this section.

- In re: Application for Land Registration Suprema T. Dumo v Republic of the

Philippines
Ruling:
- Director of Lands v Intermediate Appellate Court
Ruling:

II. PD 1529, Sec 14 (2), RA 11573

 (2) Those who have acquired ownership of private lands or abandoned riverbeds by right
of accession or accretion under the provisions of existing laws.

Civil Code 1117-1131

Civil Code 1133-1138
Civil Code 1141
- Seminary of San Carlos v. Municipality of Cebu
Ruling:
Exceptions:
PD 1529, Sec 47
Registered land not subject to prescriptions. No title to registered land in derogation of
the title of the registered owner shall be acquired by prescription or adverse possession.

- Ramos v CA
Ruling:
Civil Code, Art 494
- Ceniza v. CA
Ruling
- Heirs of Flores Restar v Heirs of Dolores Cichon
Ruling

III. PD 1529, Sec 14 (3), RA 11573

“(3) Those who have acquired ownership of land in any other manner provided for by
law.

“Where the land is owned in common, all the co-owners shall file the application jointly.

“Where the land has been sold under pacto de retro, the vendor a retro may file an
application for the original registration of the land: Provided, however, That should the
period for redemption expire during the pendency of the registration proceedings and
ownership to the property consolidated in the vendee a retro, the latter shall be
substituted for the applicant and may continue the proceedings.

“A trustee on behalf of the principal may apply for original registration of any land held
in trust by the trustee, unless prohibited by the instrument creating the trust.”

Civil Code Articles 457-465

- Heirs of Emiliano Navarro v Intermediate Appellate Court
Ruling:

IV. PD 1529, Sec 14 (4)

(4) Those who have acquired ownership of land in any other manner provided for by law.
- Chavez v Public Estates Authority and Amari Coastal Bay Development Corporation
Ruling:

Indigenous People’s Rights Acts (RA No. 8371)

- Federation of Coron, Busuanga, Palawan Farmer’s Association, Inc. v The Secretary
of the DENR

Addt’l:

PD 1529
Section 2 - Nature of registration proceedings; jurisdiction of courts. Judicial proceedings
for the registration of lands throughout the Philippines shall be in rem and shall be
based on the generally accepted principles underlying the Torrens system.
Courts of First Instance shall have exclusive jurisdiction over all applications for original
registration of title to lands, including improvements and interests therein, and over all
petitions filed after original registration of title, with power to hear and determine all
questions arising upon such applications or petitions. The court through its clerk of court
shall furnish the Land Registration Commission with two certified copies of all pleadings,
exhibits, orders, and decisions filed or issued in applications or petitions for land
registration, with the exception of stenographic notes, within five days from the filing or
issuance thereof.

Section 7 - Office of the Register of Deeds. There shall be at least one Register of Deeds
for each province and one for each city. Every Registry with a yearly average collection of
more than sixty thousand pesos during the last three years shall have one Deputy
Register of Deeds, and every Registry with a yearly average collection of more than three
hundred thousand pesos during the last three years, shall have one Deputy Register of
Deeds and one second Deputy Register of Deeds.
The Secretary of Justice shall define the official station and territorial jurisdiction of each
Registry upon the recommendation of the Commissioner of Land Registration, with the
end in view of making every registry easily accessible to the people of the neighboring
municipalities.
The province or city shall furnish a suitable space or building for the office of the
Register of Deeds until such time as the same could be furnished out of national funds.

Section 15 - Form and contents. The application for land registration shall be in writing,
signed by the application or the person duly authorized in his behalf, and sworn to
before any officer authorized to administer oaths for the province or city where the
application was actually signed. If there is more than one applicant, the application shall
be signed and sworn to by and in behalf of each. The application shall contain a
description of the land and shall state the citizenship and civil status of the applicant,
whether single or married, and, if married, the name of the wife or husband, and, if the
marriage has been legally dissolved, when and how the marriage relation terminated. It
shall also state the full names and addresses of all occupants of the land and those of
the adjoining owners, if known, and, if not known, it shall state the extent of the search
made to find them.

Section 17. What and where to file. The application for land registration shall be filed
with the Court of First Instance of the province or city where the land is situated. The
applicant shall file together with the application all original muniments of titles or copies
thereof and a survey plan of the land approved by the Bureau of Lands.
The clerk of court shall not accept any application unless it is shown that the applicant
has furnished the Director of Lands with a copy of the application and all annexes.

Section 18. Application covering two or more parcels. An application may include two or
more parcels of land belonging to the applicant/s provided they are situated within the
same province or city. The court may at any time order an application to be amended by
striking out one or more of the parcels or by a severance of the application.

Section 19. Amendments. Amendments to the application including joinder, substitution,

or discontinuance as to parties may be allowed by the court at any stage of the
proceedings upon just and reasonable terms.
Amendments which shall consist in a substantial change in the boundaries or an increase
in area of the land applied for or which involve the inclusion of an additional land shall
be subject to the same requirements of publication and notice as in an original
application.