https://www.lawphil.

net/judjuris/juri2015/sep2015/gr_173186_2
015.html

Being an absolute nullity, the deed is subject to attack anytime, in accordance with Article 1410 of
the Civil Code that an action to declare the inexistence of a void contract does not prescribe. x xxAn
action for reconveyance based on a void contract is imprescriptible. As long as the land wrongfully
registered under the Torrens system is still in the name of the person who caused such registration,
an action in personam will lie to compel him to reconvey the property to the real owner.57 (Citations
omitted)

Petitioners allege that a reading of paragraphs 9 and 10 of their complaint reveals that they impugn
the existence and validity of the alleged deed of sale. As contained therein, petitioners never entered
into any transaction with any person conveying the subject property. They did not sign any document
in favor of [anyone] neither did they give [anyone]authorization for that purpose. Therefore, consent
and cause did not exist in the execution of the deed of sale, invoking Articles 1318, 1352 and
1409(3),of the Civil Code. And, pursuant to Article 1410 of the Civil Code, an action for the
declaration of the inexistence of a contract does not prescribe.

Moreover, laches is a doctrine in equity, and applied only in the absence of, and never against,
statutory law.66 The positive mandate of Article 1410 of the Civil Code conferring imprescriptibility to
actions or defense for the declaration of the inexistence of a contract should pre-empt and prevail
over all abstract arguments based only on equity.67

https://lawphil.net/judjuris/juri2014/sep2014/gr_172843_2014.h
tml

SECTION 1. (a) Cases covered. – These Rules shall govern the procedure to be observed in civil
cases involving the following:

(1) Devices or schemes employed by, or any act of, the board of directors, business
associates, officers or partners, amounting to fraud or misrepresentation which may be
detrimental to the interest of the public and/or of the stockholders, partners, or members of
any corporation, partnership, or association;

(2) Controversies arising out of intra-corporate, partnership, or association relations, between

and among stockholders, members, or associates; and between, any or all of them and the
corporation, partnership, or association of which they are stockholders, members, or
associates, respectively;

(3) Controversies in the election orappointment of directors, trustees, officers, or managers

ofcorporations, partnerships, or associations;

(4) Derivative suits;and

(5) Inspection of corporate books. (Emphasis supplied)

Stockholder/s’ suits based on fraudulent or wrongful acts of directors, associates, or officers may
also beindividual suits or class suits.

Individual suits are filed when the cause of action belongs to the individual stockholder personally,
and notto the stockholders as a group or to the corporation, e.g., denial of right to inspection and
denial of dividends to a stockholder.76 If the cause of action belongs to a group of stockholders, such
as when the rights violated belong to preferred stockholders, a class or representative suit may be
filed to protect the stockholders in the group.77

In this case, respondent Balmores filed an individual suit. His intent was very clear from his manner
of describing the nature of his action:
http://www.sec.gov.ph/wp-content/uploads/2018/10/2018Decision_Harbour-Centre-Port-
Holdings-Inc.pdf

Section 63. Certificate of stock and transfer of shares. – The capital stock of stock corporations shall be
divided into shares for which certificates signed by the president or 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 stock 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. [Emphasis supplied.]

The body rather than the title of the complaint determines the nature of an action.31 Our examination of
the complaint yields the conclusion that, more than anything else, the complaint is about the protection
and enforcement of successional rights. The controversy it presents is purely civil rather than corporate,
although it is denominated as a "complaint for accounting of all corporate funds and assets."

http://attylaserna.blogspot.com/2011/07/docket-fees-liberal-rule-
gr-no-116121.html

Non-payment of docket fees

Notwithstanding the mandatory nature of the requirement of payment of

appellate docket fees, we also recognize that its strict application is
qualified by the following: first, failure to pay those fees within the
reglementary period allows only discretionary, not automatic,
dismissal; second, such power should be used by the court in conjunction
with its exercise of sound discretion in accordance with the tenets of justice
and fair play, as well as with a great deal of circumspection in consideration
of all attendant circumstances.

https://www.lawphil.net/judjuris/juri2013/dec2013/gr_168979_2
013.html

Real party in interest -

https://lawphil.net/judjuris/juri2017/jan2017/gr_206617_2017.h
tml

Non-joinder not a dismissal.

a suit is not brought in the name of or against the real party in interest, a motion to dismiss may be
filed on the ground that the complaint states no cause of action. However, the dismissal on this
ground entails an examination of whether the parties presently pleaded are interested in the
outcome of the litigation, and not whether all persons interested in such outcome are actually
pleaded. The latter query is relevant in discussions concerning indispensable and necessary parties,
but not in discussions concerning real parties in interest. Both indispensable and necessary parties
are considered as real parties in interest, since both classes of parties stand to be benefited or
injured by the judgment of the suit."
In Orbeta, et al. v. Sendiong,79 the Court acknowledged that the heirs, whose hereditary rights are to
be affected by the case, are deemed indispensable parties who should have been impleaded by the
trial court. Therefore, to obviate further delay in the proceedings of the present case and given the
Court’s authority to order the inclusion of an indispensable party at any stage of the proceedings, the
heirs of the spouses Pacaña, except the petirioners who are already parties to the case are
Lagrimas Pacaña-Gonzalez who intervened in the case, are hereby ordered impleaded as parties-
plaintiffs.

n the case at bar, PNAS, as a corporation, is the real party-in-interest because its personality is
distinct and separate from the personalities of its stockholders. A corporation has no power, except
1âwphi 1

those expressly conferred on it by the Corporation Code and those that are implied or incidental to
its existence. In tum, a corporation exercises said powers through its board of directors and/or its
duly-authorized officers and agents. Thus, it has been observed that the power of a corporation to
sue and be sued in any court is lodged with the board of directors that exercises its corporate
powers. In tum, physical acts of the corporation, like the signing of documents, can be performed
only by natural persons duly authorized for the purpose by corporate by-laws or by a specific act of
the board of directors. 23 It necessarily follows that "an individual corporate officer cannot solely
exercise any corporate power pertaining to the corporation without authority from the board of
directors".24

Section 23, in relation to Sec. 25 of the Corporation Code, clearly enunciates that all corporate
powers are exercised, all business conducted, and all properties controlled by the board of directors.
A corporation has a separate and distinct personality from its directors and officers and can only
exercise its corporate powers through the board of directors. Thus, it is clear that an individual
corporate officer cannot solely exercise any corporate power pertaining to the corporation without
authority from the board of directors.25 Absent the said board resolution, a petition may not be given
due course. The application of the rules must be the general rule, and the suspension or even mere
relaxation of its application, is the exception. This Court may go beyond the strict application of the
rules only on exceptional cases when there is truly substantial compliance with the rule.26

Hence, since petitioner is a corporation, the certification attached to its complaint filed with the RTC
must be executed by an officer or member of the board of directors or by one who is duly authorized
by a resolution of the board of directors; otherwise, the complaint will have to be dismissed. 27 Courts
are not, after all, expected to take judicial notice of corporate board resolutions or a corporate
officers' authority to represent a corporation.28Petitioner's failure to submit proof that Atty. William L.
Villareal has been authorized by PNAS to file the complaint is a sufficient ground for the dismissal
thereof.

In Tamondong v. Court of Appeals,29 we held that if a complaint is filed for and in behalf of the
plaintiff who is not authorized to do so, the complaint is not deemed filed. An unauthorized complaint
does not produce any legal effect. Hence, the court should dismiss the complaint on the ground that
it has no jurisdiction over the complaint and the plaintiff. 30