Legal Care System (Philippines) Inc.

August 30, 1989 Legal Care System (Philippines) Inc. c/o Mr. Rodrigo de los Reyes Villa Consuelo, Aldana Ave., Manuyo, Las Pias, Metro Manila Gentlemen: This refers to the articles of incorporation of the above-named proposed corporation organized to engage in the practice of law profession which was filed with this Commission for registration on June 11, 1987. cdlex The general rule is "a statute authorizing the formation of corporations to carry on any lawful business does not include the work of learned professions, except in those jurisdiction where there is legislation authorizing professional corporations or professional association . The reason lie deeper than lack of statutory sanction for it. Human personal qualifications for such professions cannot be possessed by a corporation . They would inhere in the members as distinct from the corporation, and it could not have the power to do illegally an act requiring a license which only they could obtain." (1A Fletcher, Sec. 97, Ch. 5, 1983 Revised Volume, emphasis supplied). In this jurisdiction, there is no such statute or law authorizing the formation of professional corporations. Quoted hereunder is a pertinent ruling of the Supreme Court in a bar matter entitled, "In the Matter of the Petition for Authority to Continue Use of the Firm Name "Ozaeta, Romulo, De Leon, Mabanta and Reyes" (G.R. No. X92-1, July 30, 1979) which cites the case of In re Levine (41 P2d 161, 162 (1935)), as follows: "The right to practice law is not a natural or constitutional right but is in the nature of a privilege or franchise. It is limited to persons of good moral character with special qualifications duly ascertained and certified . The right does not only presuppose in its possessor integrity, legal standing and attainment, but also the exercise of a special privilege highly personal and partaking of the nature of a public trust." (Cited in the 4th Indorsement letter of the Department of Justice, dated August 2, 1989). Likewise, the Department of Justice cited the following American jurisprudence on the matter: ". . . It (practice of law) is not a lawful business except for members of the bar who have complied with all the conditions required by statute and the rules of courts. As the conditions cannot be performed by a corporation , it follows that the practice of law is not a lawful business for a corporation to engage in. As it cannot practice law directly, it cannot indirectly, by employing competent lawyers to practice for it, as that would be an evasion which the law will not tolerate. "The relation of attorney and client is that of master and servant in a limited and dignified sense, and it involves the highest trust and confidence. It cannot be delegated without consent, and it cannot exist between an attorney employed by a corporation to practice law for it, and a client of the corporation for he would be subject to the directions of the corporation, and not to the directions of the client. There would be neither contract nor privity between him and the client, and he would not owe even the duty of counsel to the actual litigant. The corporation would control the litigation, the money earned would belong to the corporation, and the attorney would be responsible to the corporation only. "A corporation can neither practice law nor hire lawyers to carry on the business of practicing law for it, any more than it can practice medicine or dentistry by hiring doctors or dentists to act for it. People v. John H. Woodbury Dermatological Inst. 192 N.Y. 454, 85 N.E. 697; Hannon v. Siegel-Cooper Co. 167 N.Y. 244, 246, 52 L.R.A. 492, 60 N.E. 597. The legislature, in authorizing the formation of corporations to carry on any lawful business, did not intend to include the work of the learned professions." (Re Co-operative Law Company, 198 N.Y. 479, 92 N.E. 15, 32 L.R.A. (N.S.) 55). The language of the aforecited authorities, clearly show that corporations intending to engage in the practice of law profession cannot be registered or licensed as such upon the premise that the practice thereto must be based on individual personal qualifications. The Commission, however, allows members of the Philippine Bar to form and register a partnership, in which case, it is the individual lawyer, and not the partnership firm, who engages the practice of law and is responsible for his own acts as such. In the light of the foregoing, the registration of Legal Care System (Philippines), Inc. as a corporation is hereby denied. Please be guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman