523 Phil. 855
PUNO, J.:
Section 21. Corporation by estoppel.-All persons who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities and damages incurred or arising as a result thereof: Provided, however, That when any such ostensible corporation is sued on any transaction entered by it as a corporation or on any tort committed by it as such, it shall not be allowed to use as a defense its lack of corporate personality.Petitioner filed a petition for certiorari before the Court of Appeals. In addition to its contention that Camella Homes was not a real party-in-interest, petitioner also raised the argument that the trial court had no jurisdiction over the suit, as the subject matter of the complaint was within the exclusive jurisdiction of the Housing and Land Use Regulatory Board (HLURB).
One who assumes an obligation to an ostensible corporation as such, cannot resist performance thereof on the ground that there was in fact no corporation.
Private respondent's complaint contains allegations that Ridgewood Estate's (sic) deliberately and intentionally encashed the postdated checks despite knowledge of the contract's recission. Respondent prayed for the award of actual, moral and exemplary damages due to his humiliation and loss of credibility with the banking community and among his colleagues caused by petitioner's alleged malicious acts.Petitioner filed a motion for reconsideration which was denied by the Court of Appeals in its resolution dated January 19, 2005.
Respondent Belaos is not claiming refund or any other claim from a subdivision developer. He does not demand for specific performance of contractual and statutory obligations of delivering the property to him. In the cases that reached the Supreme Court, the ruling has consistently been that the NHA or the HLURB has jurisdiction over complaints arising from contracts between the subdivision developer and the lot buyer or those aimed at compelling the subdivision developer to comply with its contractual and statutory obligations to make the subdivision a better place to live in. It has already been admitted by both parties that the contract has already been rescinded and that Ridgewood returned the downpayment [sic] and some of the postdated checks. Hence, the Court a quo has jurisdiction over the action for damages.[1]
We affirm the decision of the Court of Appeals.
- That the honorable court failed to consider that the lower court acted with grave abuse of discretion when the latter assumed jurisdiction over a matter which the law already vests with the Housing and Land Use Regulatory Board.
- That a perusal of the order of the lower court reveals that it committed grave abuse of discretion when it anchored itself on an erroneous finding that Camella Homes allegedly is a corporation by estoppel.
- That the Honorable Court of Appeals failed to consider that the lower court committed grave abuse of discretion when it failed to consider that the complaint filed by private respondent has no cause of action for failure to implead the real party in interest.
- That the Honorable Court of Appeals failed to consider that the lower court committed grave abuse of discretion when it ordered Camella Homes, which has no legal capacity to be sued[,] to submit an answer.[2]
Sec. 1. In the exercise of its function to regulate the real estate trade and business and in addition to its powers provided for in Presidential Decree No. 957, the National Housing Authority shall have exclusive jurisdiction to hear and decide the cases of the following nature:The Court held in Roxas v. Court of Appeals[3] that the mere relationship between the parties, i.e., that of being subdivision owner/developer and subdivision lot buyer, does not automatically vest jurisdiction in the HLURB. For an action to fall within the exclusive jurisdiction of the HLURB, the decisive element is the nature of the action as enumerated in Section 1 of P.D. No. 1344. The HLURB has jurisdiction over complaints aimed at compelling the subdivision developer to comply with its contractual and statutory obligations.
- Unsound real estate business practices;
- Claims involving refund and any other claims filed by subdivision lot or condominium unit buyer against the project owner, developer, dealer, broker or salesman; and
- Cases involving specific performance of contractual and statutory obligations filed by buyers of subdivision lot or condominium unit against the owner, developer, dealer, broker or salesman.
Dismissal of the complaint is not the remedy since the Court a quo properly acquired jurisdiction [over] the action for damages. In its pleadings before the trial court, defendant Camella Homes alleges that it is not a juridical entity, not the real party in interest and pointed to Ridgewood Estates [sic], Inc. as the party liable to Belaos. In its petition before [u]s, "Ridgewood Estates [sic], Inc. erroneously sued as Camella Homes" presented itself as one of the developers of Camella Homes, specifically that of Tierra Nevada Subdivision of which respondent Belaos is a buyer, then it claims to be the real party in interest in the controversy by admitting it entered into a Contract to Sell with Belaos, [then] tries to exculpate Camella Homes by alleging that the latter is not a juridical entity and alleges that it is the HLURB which has jurisdiction over the controversy.We, therefore, find that the trial court did not err in denying petitioner's motion to dismiss.
The Regional Trial Court did not commit grave abuse of discretion in denying the motion to dismiss and ordering defendant Camella Homes to file an answer. Assuming arguendo that petitioner Ridgewood is a separate entity from Camella Homes, defendant Camella Homes may implead the former. Private respondent Belaos may file a motion to amend his complaint so as to implead the real party in interest. Parties may be dropped or added by order of the court on motion of any party or on its own initiative at any stage of the action and on such terms as are just. (Sec. 11, Rule 3 of the 1997 Rules of Civil Procedure)[6]