FACTS:
Petitioner PADCOM Condominium Corporation
(hereafter PADCOM) owns and manages the Padilla Office Condominium Building
(PADCOM Building) located at Emerald Avenue, Ortigas Center, Pasig City. The
land on which the building stands was originally acquired from the Ortigas
& Company, Limited Partnership (OCLP), by Tierra Development Corporation
(TDC) under a Deed of Sale dated 4 September 1974. Among the terms and
conditions in the deed of sale was the requirement that the transferee and its
successor-in-interest must become members of an association for realty owners
and long-term lessees in the area later known as the Ortigas Center.
Subsequently, the said lot, together with improvements thereon, was conveyed by
TDC in favor of PADCOM in a Deed of Transfer dated 25 February 1975.
In 1982, respondent
Ortigas Center Association, Inc. (hereafter the Association) was organized to
advance the interests and promote the general welfare of the real estate owners
and long-term lessees of lots in the Ortigas Center. It sought the collection
of membership dues in the amount of two thousand seven hundred twenty-four
pesos and forty centavos (P2, 724.40) per month from PADCOM. The corporate
books showed that PADCOM owed the Association P639, 961.47, representing
membership dues, interests and penalty charges from April 1983 to June
1993. The letters exchanged between the
parties through the years showed repeated demands for payment, requests for
extensions of payment, and even a settlement scheme proposed by PADCOM in
September 1990.
In view of PADCOM's
failure and refusal to pay its arrears in monthly dues, including interests and
penalties thereon, the Association filed a complaint for collection of sum of
money before the trial court. The Association averred that purchasers of lands
within the Ortigas Center complex from OCLP are obligated under their contracts
of sale to become members of the Association.
This obligation was allegedly passed on to PADCOM when it bought the lot
from TDC, its predecessor-in-interest.
ISSUE:
WON PADCOM
is a member of the Ortigas Center Association, Inc.
HELD:
As a lot owner, PADCOM is a regular member of
the Association. No application for
membership is necessary. If at all,
acceptance by the Board of Directors is a ministerial function considering that
PADCOM is deemed to be a regular member upon the acquisition of the lot
pursuant to the automatic membership clause annotated in the Certificate of
Title of the property and the Deed of Transfer. PADCOM’s contention that the
automatic membership clause is a violation of its freedom of association
because it was never forced to join the association is likewise untenable. Nobody forced it to buy the land when it
bought the building with the annotation of the condition or lien on the
Certificate of Title thereof and accepted the Deed. PADCOM voluntarily agreed to be bound by and
respect the condition, and thus to join the Association.
Having ruled that PADCOM is a member of the
Association, it is obligated to pay its dues incidental thereto as mandated by
Article 1159 of the Civil Code which states that “obligations arising from
contracts have the force of law between the contracting parties and should be
complied with in good faith”.
Assuming in gratis argumenti* that PADCOM is not a member of the Association,
it cannot evade payment without violating the equitable principles underlying quasi-contracts. Article 2142 of the Civil Code provides that
“certain lawful, voluntary and unilateral acts give rise to the juridical
relation of quasi-contract to the end that no one shall be unjustly enriched or
benefited at the expense of another”.
*gratis argumenti-
A Latin phrase meaning out of kindness, used to
mean done as a favor and without legal obligation.
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