CONCEPCION MAGSAYSAY-LABRADOR V.

THE COURT OF APPEALS

G.R No. 58168 | December 19, 1989

Facts:

Private respondent Adelaida Rodriguez Magsaysay filed an action against Subic Land Corporation
(SUBIC), among others, to annul the deed of assignment and deed of mortgage executed in favor of the
latter by her late husband. She alleged that the subject land of the two deeds was acquired through
conjugal funds. Since her consent to the disposition of the same was not obtained, she claimed that the
acts of assignment and mortgage were done to defraud the conjugal partnership. She further contended
that the same were done without consideration and hence null and void.

Petitioners, sisters of the deceased husband of the private respondent, filed a motion for intervention on
the ground that their brother conveyed to them one-half of his shareholdings in SUBIC, or about 41%.
The trial court denied the motion for intervention ruling that petitioners have no legal interest because
SUBIC has a personality separate and distinct from its stockholders. The CA confirmed the denial on
appeal. Hence, this petition.

Issue:

Whether petitioners, as stockholders of SUBIC, have a legal interest in the action for annulment of the
deed of assignment and deed of mortgage in favor of the corporation.

Ruling:

The Court noted that the interest which entitles person to intervene in a suit between other parties must
be in the matter in litigation and of such direct and immediate character that the intervenor will either
gain or lose by the direct legal operation and effect of the judgment.

In the instant petition, it was said that the interest, if it exists at all, of petitioners-movants is indirect,
contingent, remote, conjectural, consequential and collateral. At the very least, their interest is purely
inchoate, or in sheer expectancy of a right in the management of the corporation and to share in the
profits thereof and in the properties and assets thereof on dissolution, after payment of the corporate
debts and obligations. While a share of stock represents a proportionate or aliquot interest in the
property of the corporation, it does not vest the owner thereof with any legal right or title to any of the
property, his interest in the corporate property being equitable or beneficial in nature. Shareholders are
in no legal sense the owners of corporate property, which is owned by the corporation as a distinct legal
person.