The case of Rodriguez v. Pastorfide, et al. (G.R. No. 256648 24 February 2025) arose from a dispute over who may validly sit on the board of a condominium corporation when the unit owner is a corporation and not a natural person.
Medical Plaza Makati Condominium Corporation (MPMCC), a non-stock condominium corporation, held its 20th Annual General Membership Meeting on 16 October 2018, where the election of its Board of Directors was included in the agenda. During the meeting, Pastorfide, acting as chairman, announced the official list of seven candidates for the seven available board seats. Included in this list were Pastorfide himself, along with Matibag, Monteblanco, and Angeles.
Immediately after the announcement, objections were raised. It was pointed out that Pastorfide et. al., were not individual unit owners of the condominium and, therefore, allegedly not members of MPMCC qualified to be elected as directors. Under the By-Laws of MPMCC, only registered unit owners are considered members of the corporation. Upon verification, it was confirmed that Pastorfide et. al. were merely authorized representatives of member-corporations, specifically Pastorfide Land Corporation and Maxicare Health Corporation—both of which were undisputedly members in good standing of MPMCC.
Despite the objection, the Election Committee declared that Pastorfide et. al., elected, noting that there were exactly seven candidates for seven board seats, making an actual voting unnecessary.
Aggrieved, Peter Rico F. Rodriguez, an individual unit owner and member of MPMCC, filed an election contest before the Regional Trial Court (RTC) of Makati. He argued that while corporations may own condominium units, only natural persons who are unit owners in their own right may be elected as directors. He relied heavily on the Supreme Court’s ruling in Lim v. Moldex Land, Inc., which held that proxies or representatives who are not members cannot sit on the board of a non-stock corporation.
The RTC ruled in favor of Rodriguez and declared the election of Pastorfide et. al., null and void, reasoning that respondents were not members in their own right and therefore lacked the qualifications required by law and the By-Laws.
On appeal, the Court of Appeals (CA) reversed the RTC. CA ruled that Lim v. Moldex was misapplied because that case involved mere proxies, while Pastorfide et. al., in this case were authorized representatives under the By-Laws of MPMCC. CA emphasized that the By-Laws expressly allow corporate members to designate representatives who may act for them “for all purposes” in matters relating to the corporation. Consequently, the CA dismissed the election contest.
The case eventually reached the Supreme Court.
Although the Supreme Court acknowledged that the issue may have become moot due to subsequent board elections, it nevertheless resolved the case because the issue was capable of repetition yet evading review, especially in condominium corporations with member-corporations.
The Supreme Court affirmed the CA’s ruling.
The Court explained that the controlling factor in this case was the MPMCC By-Laws, which clearly distinguish between a proxy—whose authority is limited to voting—and an authorized representative, whose authority extends to all matters concerning the corporation, including board participation. Unlike in Lim v. Moldex, Pastorfide et. al., here were not acting merely as proxies; they were duly designated authorized representatives of the corporation.
The Court further clarified that being juridical persons, these member-corporations can only act through natural persons duly authorized for the purpose. In this case, the By-Laws of MPMCC allow its member-corporations to appoint representatives, who are separate and distinct from proxies empowered only to vote. 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 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 MP MCC, with their representatives merely acting on their behalf.
The Court noted that to argue that Pastorfide, et al. must be unit-owners in their own right order to be qualified to sit on MPMCC’s Board is erroneous, since they are not the 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 Board, then it necessarily has to appoint a natural person to act on its behalf as its representative.
However, the Court in this case emphasized that the member-corporation may appoint only one natural person to act as its representative for purposes of election to the Board. Otherwise, the member-corporation will be occupying more than one seat in the Board, and possibly, more than one position as an officer of the Board. Such situation may result in a biased and unfair power dynamics in the Board, which can be detrimental to the interests of the corporation.
Accordingly, the Supreme Court held that authorized representatives of member-corporations may validly be elected to the board of a condominium corporation, provided that such authority is granted by the By-Laws. The petition was denied, and the decisions of the Court of Appeals were affirmed.
This guide provides a general overview of the above transactions at the time of writing only and is not intended to be a comprehensive legal advice. This should also not be taken as an opinion on the topic. For more details and information, you may coordinate with any GVES Law Partner regarding the matter.
Atty. Niña Lyka Galindez is an Associate of GVES Law.
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