PETER RICO RODRIGUEZ VS. GREGORIO PASTORFIDE, ET AL., G.R. NO. 256648 (FEBRUARY 24, 2025): CORPORATE OWNERS REPRESENATIVES MAY BE NOMINATED AND ELECTED AS OFFICERS OF THE CONDOMINIUM CORPORATION EVEN IF THEY ARE NOT UNIT OWNERS AND MEMBERS IN THEIR OWN RIGHT

The case stems from the Election of the Board of Directors of the Medical Plaza Makati Condominium Corporation (“MPMCC”) held on October 18, 2018. Respondents Gregorio Pastorfide, Ramona Matibag, Cecil Monteblanco and Roland Agustin Angeles (collectively as the “Respondents”) were candidates for the Board of Directors consisting of seven (7) seats. Considering that there were only seven (7) nominees, including the Respondents, they were all elected to the Board of Directors. However, petitioner Peter Rico Rodriguez (“petitioner Rodriguez”), a member and unit owner of MPMCC, filed a Complaint for Election Contents and Damages against Respondents before the Regional Trial Court of Makati City arguing that the Respondents were not eligible to be nominated and may not be elected as Directors as they are not registered unit owners of MPMCC, hence, they cannot be considered as members of the condominium corporation. Respondents, however, rebutted that while they are not unit owners, they are the authorized representatives of registered unit owners which are juridical entities. Respondents Pastorfide, Monteblanco and Angeles were representatives of member-corporation Pastorfide Land Corporation while respondent Matibag represented member-corporation Maxicare Health Corporation. 

The trial court ruled in favor of petitioner Rodriguez declaring the election of members of MPMCC’s Board of Directors held on October 16, 2018 as null and void. Citing Lim vs. Moldex Land, Inc., G.R. No. 206038 (January 25, 2017), the trial court held that while MPMCC’s By-Laws allow for representation where such representatives may be considered members, this does not mean that they may also be elected as directors if they are not members themselves. The Court of Appeals reversed and set aside the trial court’s ruling pointing out that Lim vs. Moldex Land, Inc., supra, is inapplicable since it is not on all fours with the Respondents’ predicament since the latter were designated, authorized representatives, and not mere proxies. 

The Supreme Court affirmed the ruling of the Court of Appeals citing Section 4 of MPMCC’s By-Laws which details the authority of the representatives of member-corporations such that their authority extends to all purposes in all matters related to the corporation, to wit: Section 4. Representation – In cases where a unit is owned in common by two or more persons, they shall determine (one) from among themselves, who shall represent them in the corporation. Except for the purpose of liquidation in case of dissolution, the representative shall be considered as a member representing the unit for all purposes, in all matters related to the corporation, including service of notice of assessments and meetings, grants of proxies, voting on any matter, and the like. In cases of corporation, trust, or partnership, its authorized officers shall designate who should represent it in the corporation. In all the foregoing instances, the person duly designated as representative must be registered with the corporation by filing a written designation with the Secretary of the Corporation. 

Thus, the Supreme Court held that under the said provision of MPMCC’s By-Laws, voting on any matter is only one of the powers that a representative can do on behalf of the principal member-corporation. In fact, the same MPMCC By-Laws provides a separate provision for proxies emphasizing that a member can appoint both a proxy with limited authority to vote and a representative whose authority extends to all matters related to the corporation, including voting. 

However, the Supreme Court further held that the corporation is deemed the actual member sitting on the Board, with their representatives merely acting on their behalf, to wit:

Therefore, by authorizing Pastorfide, et al. to sit on the Board on its behalf, the member corporations are merely exercising their right to be nominated and elected in the MPMCC’s Board as members in good standing of the corporation. The member-corporations are themselves deemed to be the actual members sitting on the board of MPMCC, with their representatives merely acting on their behalf. 

To argue that Pastorfide, et al. must be unit-owners in their own right in order to be qualified to sit on MPMCC’s Board is erroneous, since they are not members themselves, but the member-corporation whom they represent.

It is obvious that only natural persons may be elected to the Board, since the duties and obligations of board members can only be performed by natural persons. Thus, if the corporation is a member of MPMCC, and it wants to be elected to the Bord, then it necessarily has to appoint a natural person to act on its behalf as its representative. 

Finally, the Supreme Court held that to adopt the interpretation espoused by petitioner Rodriguez will unduly discriminate member-corporations as they will be deprived of their essential ownership right to participate in the management of the corporation by being nominated and elected in MPMCC’s Board as these member-corporations must act and be represented through natural persons who may not be members and owners of condominium units themselves. Effectively, the Court held that there is no substantial distinction as to why juridical persons-members of the condominium corporation should not be entitled to be nominated and elected as offices of the condominium corporation.