REBECCA BOYER-ROXAS and GUILLERMO ROXAS
vs.
CA and HEIRS OF EUGENIA V. ROXAS, INC.
G.R. No. 100866 July 14, 1992
FACTS: In 2 separate complaints for recovery of possession filed with the RTC of Laguna against petitioners
Rebecca Boyer-Roxas and Guillermo Roxas respectively, respondent corporation, Heirs of Eugenia V. Roxas,
Inc., prayed for the ejectment of the petitioners from buildings inside the Hidden Valley Springs Resort
located at Limao, Calauan, Laguna allegedly owned by the respondent corporation.
In the case of petitioner Rebecca Boyer-Roxas, the respondent corporation alleged that Rebecca is in
possession of 2 houses, one of which is still under construction, built at the expense of the respondent
corporation; and that her occupancy on the 2 houses was only upon the tolerance of the respondent
corporation.
In the case of petitioner Guillermo Roxas , the respondent corporation alleged that Guillermo occupies a
house which was built at the expense of the former during the time when Guillermo's father, Eriberto Roxas,
was still living and was the general manager of the respondent corporation; that the house was originally
intended as a recreation hall but was converted for the residential use of Guillermo; and that Guillermo's
possession over the house and lot was only upon the tolerance of the respondent corporation.
In both cases, the respondent corporation alleged that the petitioners never paid rentals for the use of the
buildings and the lots and that they ignored the demand letters for them to vacate the buildings.
In their separate answers, the petitioners traversed the allegations in the complaint by stating that they are
heirs of Eugenia V. Roxas and therefore, co-owners of the Hidden Valley Springs Resort; and as co-owners of
the property, they have the right to stay within its premises. The cases were consolidated and tried jointly.
RTC ruled in favor of the Respondent. CA affirmed.
Petitioners maintain that their possession of the questioned properties must be respected in view of their
ownership of an aliquot portion of all the properties of the respondent corporation being stockholders
thereof. They propose that the veil of corporate fiction be pierced, considering the circumstances under
which the respondent corporation was formed. Hence, this petition.
ISSUE: WON petitioners’ possession of the questioned properties must be respected in view of their
ownership of an aliquot portion of all the properties of the respondent corporation being stockholders
thereof. They propose that the veil of corporate fiction be pierced, considering the circumstances under
which the respondent corporation was formed.
RULING: No. The respondent is a bona fide corporation. As such, it has a juridical personality of its own
separate from the members composing it. There is no dispute that title over the questioned land where the
Hidden Valley Springs Resort is located is registered in the name of the corporation. The records also show
that the staff house being occupied by petitioner Rebecca Boyer-Roxas and the recreation hall which was
later on converted into a residential house occupied by petitioner Guillermo Roxas are owned by the
respondent corporation. Regarding properties owned by a corporation, we stated in the case of Stockholders
of F. Guanzon and Sons, Inc. v. Register of Deeds of Manila, (6 SCRA 373 [1962]):
Properties registered in the name of the corporation are owned by it as an entity separate and
distinct from its members. While shares of stock constitute personal property, they do not represent property
of the corporation. The corporation has property of its own which consists chiefly of real estate. A share of
stock only typifies an aliquot part of the corporation’s property, or the right to share in its proceeds to that
extent when distributed according to law and equity, but its holder is not the owner of any part of the capital
of the corporation. Nor is he entitled to the possession of any definite portion of its property or assets. The
stockholder is not a co-owner or tenant in common of the corporate property.
The petitioners point out that their occupancy of the staff house which was later used as the residence of
Eriberto Roxas, husband of petitioner Rebecca Boyer–Roxas and the recreation hall which was converted
into a residential house were with the blessings of Eufrocino Roxas, the deceased husband of Eugenia V.
Roxas, who was the majority and controlling stockholder of the corporation. In his lifetime, Eufrocino Roxas
together with Eriberto Roxas, the husband of petitioner Rebecca Boyer- Roxas, and the father of petitioner
Guillermo Roxas managed the corporation. The Board of Directors did not object to such an arrangement.
The petitioners argue that “x x x the authority thus given by Eufrocino Roxas for the conversion of the
recreation hall into a residential house can no longer be questioned by the stockholders of the private
respondent and/or its board of directors for they impliedly but no less explicitly delegated such authority to
said Eufrocino Roxas.”
Again, we must emphasize that the respondent corporation has a distinct personality separate from its
members. The corporation transacts its business only through its officers or agents. Whatever authority
these officers or agents may have is derived from the board of directors or other governing body unless
conferred by the charter of the corporation. An officer’s power as an agent of the corporation must be
sought from the statute, charter, by-laws or in a delegation of authority to such officer, from the acts of the
board of directors, formally expressed or implied from a habit or custom of doing business.
In the present case, the record shows that Eufrocino V. Roxas who then controlled the management of the
corporation, being the majority stockholder, consented to the petitioners’ stay within the questioned
properties. Specifically, Eufrocino Roxas gave his consent to the conversion of the recreation hall to a
residential house, now occupied by petitioner Guillermo Roxas. The Board of Directors did not object to the
actions of Eufrocino Roxas. The petitioners were allowed to stay within the questioned properties until
August 27, 1983, when the Board of Directors approved a Resolution ejecting the petitioners.
The Court finds nothing irregular in the adoption of the Resolution by the Board of Directors. The petitioners’
stay within the questioned properties was merely by tolerance of the respondent corporation in deference
to the wishes of Eufrocino Roxas, who during his lifetime, controlled and managed the corporation.
Eufrocino Roxas’ actions could not have bound the corporation forever. The petitioners have not cited any
provision of the corporation by-laws or any resolution or act of the Board of Directors which authorized
Eufrocino Roxas to allow them to stay within the company premises forever. We rule that in the absence of
any existing contract between the petitioners and the respondent corporation, the corporation may elect to
eject the petitioners at any time it wishes for the benefit and interest of the respondent corporation.
Finally, the petitioners’ suggestion that the veil of the corporate fiction should be pierced is untenable. The
separate personality of the corporation may be disregarded only when the corporation is used “as a cloak or
cover for fraud or illegality, or to work injustice, or where necessary to achieve equity or when necessary for
the protection of the creditors.” The circumstances in the present cases do not fall under any of the
enumerated categories.
