FACTS: Spouses Victor Ma. Gaston and Lydia Gaston, the private respondents, filed a complaint for damages with preliminary injunction/preliminary mandatory injunction and temporary restraining order before the Regional Trial Court against petitioners Sta Clara Homeowners Association (SCHA).
The complaint alleged that the private respondents purchased their lots in Sta. Clara Subdivision and at the time of the purchase, there was no mention or requirement of membership in any homeowners’ association. From that time on, they have remained non-members of the SCHA. They also stated that an arrangement was made wherein homeowners who were non-members of the association were issued non-member gate pass stickers for their vehicles for identification by the security guards manning the subdivision’s entrances and exits. This arrangement remained undisturbed until sometime in the middle of March 1998, when SCHA disseminated a board resolution which decreed that only its members in good standing were to be issued stickers for use in their vehicles.
Petitioners filed a motion to dismiss arguing that the trial court had no jurisdiction over the case as it involved an intra-corporate dispute between SCHA and its members. The proper forum must be the Home Insurance and Guarantee Corporation (HIGC). They stated that that the Articles of Incorporation of SCHA, which was duly approved by the Securities and Exchange Commission , provides that the association shall be a non-tock corporation with all the homeowners of Sta. Clara constituting its membership. Its by-laws also contains a provision that all real estate owners automatically become members of the association. Moreover, the private respondents allegedly enjoyed the privileges of membership and abided by the rules of the association, and even attended the general special meeting of the association members.
ISSUE: Whether or not private respondents are members of SCHA.
HELD: No. Clearly then, no privity of contract exists between petitioners and private respondents. As a general rule, a contract is a meeting of minds between two persons. In the present case, however, other than the said Articles of Incorporation and By-laws, there is no showing that private respondents have agreed to be SCHA members. Private respondents cannot be compelled to become members of the SCHA by the simple expedient of including them in its Articles of Incorporation and By-laws without their express or implied consent.
No comments:
Post a Comment