Atty. Angel R. Quimpo

October 2, 1992 Atty. Angel R. Quimpo Embassy Terrace Homes T.M. Kalaw Extension Tandang Sora, Quezon City S i r : This refers to your letter of September 4, 1992 requesting opinion on the queries posed therein relative to Embassy Terrace Homes Condominium Corporation. LexLib As stated, there are 62 Condominium units which have been constructed on the land which respectively have Condominium Certificates of Title (CCT) and there are 61 CCTs on lands where there are no units or occupants in the name of the land developer or a total of 123 CCTs. From the foregoing facts, you would like to be clarified on the following queries: 1. In this instance where the corporation is sued on the ground that the Transfer Certificate of Title of the land is null and void and the present unit owners have decided to defend the property which includes the area in the name of the Developer where no units have been built, and among others, as one of the Third Party Defendant for violation of the corporation's peaceful possession and against eviction, is the Developer liable for equitable contribution in the legal and all other expenses in defending and protecting the existing title of the corporation therein? 2. In the event that the said land Developer is liable for the equitable payment of the legal expenses in defending the integrity of the Certificate of Title of the land where the condominium units are located, does this Commission have jurisdiction or which Court or Agency of the government has jurisdiction to compel payment of such contribution? 3. In the event of an election for members of the Board of Directors who or how many will be eligible to vote: only the units in which there are owners or occupants or all those with Condominium Certificates of Title even if there are no units built and all in the name of the Developer? Relative to your first and second queries, if the developer of the condominium project is at the same time a member of the condominium corporation (holder of CCT of the unissued units),it is liable for contribution. The manner of assessing contributions from the members should be done in accordance with the provisions of the by-laws relative to the fixing of the member's dues, fees and other assessments. Thus, if the issue raised pertains to the manner of assessment, the Commission has jurisdiction. However, controversies as to how much should be the attorney's fees to be given to the Counsel, the same does not fall within the jurisdiction of the Commission. Anent your third query, the pertinent provision of the Corporation Code provides: "SECTION 89. Right to vote . The right of the members of any class or classes to vote may be limited, broadened or denied to the extent specified in the articles of incorporation or the by-laws. Unless so limited, broadened or denied, each member, regardless of class, shall be entitled to one vote ...." (Emphasis supplied) Thus, the voting rights of members of a non-stock condominium corporation depends upon the provisions of its articles of incorporation or by-laws. Unless so provided therein, each member shall be entitled to one (1) vote. As to who are the members of a condominium corporation, the Supreme Court, in the case entitled Sunset View Condominium vs. Campos Jr., GR 52361 and GR 52524, April 27, 1981, ruled that ownership in a condominium corporation is conferred only upon full payment of the purchase price of the unit, and consequently are members of the condominium corporation, a portion of which reads as follows: "The private respondents, therefore, who have not fully paid the purchase price of their units and consequently not owners of their units are not members or shareholders of the petitioner condominium corporation." Membership in a condominium corporation is evidenced by a title issued upon full payment of the unit. P.D. No. 957 (Regulating the Sale of Subdivision Lots and Condominiums, Providing Penalties For Violations Thereof), provides thus: "SECTION 25. Issuance of Title . The owner or developer shall deliver the title of the lot or unit to the buyer upon full payment of the lot or unit ...." (Emphasis supplied) Therefore, the presumption is that holders of duly issued Condominium Certificate of Title (CCT) are considered members of the condominium corporation. As to whether or not holders of CCT of unconstructed unit are also considered members, Presidential Decree No. 957 defines a "condominium unit" as follows. "SECTION 2. ... (h) Condominium unit. "Condominium unit" shall mean a part of the condominium project intended for any type of independent use or ownership, including one or more rooms or spaces located in one or more floors (or part of parts of floors) in a building or buildings and such accessories as may be appended thereto. ..." (Emphasis supplied) From the above underlined words, it would appear that holders of CCT of "unconstructed units" or units still to be constructed in a condominium project are covered for purposes of determining who are the members of a condominium corporation. However, as to the determination of the validity of CCTs, the Commission has no jurisdiction over the same. Any controversy involving the authenticity and genuineness of CCTs falls within the jurisdiction of the Land Registration Authority and/or Register of Deeds. Please be advised accordingly. LexLib Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman