G.R. No. L-7220




Republic of the Philippines SUPREME COURT Manila EN BANC G.R. No. L-7220 July 30, 1954 TEODORO VAÑO, petitioner, vs. HIPOLITO ALO, as Judge of the Court of First Instance of Bohol, PEDRO DUMADAG, and ESMENIO JUMAMUY, respondents. Roque R. Lupso for petitioner. Victoriano Tirol for respondents. LABRADOR, J.: Petitioner instituted this action of certiorari to reverse an order of the Court of First Instance of Bohol refusing to admit his fourth amended complaint. The record discloses the following facts and circumstances as a background for the petition: Around the year 1974 respondents herein Pedro Dumadag and Esmenio Jumamuy, purporting to be the president and general manager, respectively, of an unregistered corporation or association denominated APBA Cinematographic Shows, Inc., leased certain theatrical equipments from the late Jose Vaño at an agreed monthly rental of P200. Jose Vaño having died, his administrator, the present petitioner, filed an action in the Court of First Instance of Bohol for the return of the theatrical equipments and the payment of the agreed rentals. The original complaint was filed in September, 1947. Upon the filing of this complaint the association was dissolved. Counsel for the defendants below, respondents herein, appears to have insisted that all the members of the association should be made parties defendants, but petitioner was not inclined to do so. On January 28, 1953, the court ordered petitioner's counsel to submit a fourth amended complaint. This complaint in part alleges: 2. That in or about February 1947, defendants purporting to be the president and general manager respectively of the so-called "APBA" Cinematographic Shows inc., leased from the late Jose Vaño, the aforementioned Theatrical Equipments at an agreed monthly rental of TWO HUNDRED (P200) pesos and that he (Jose Vaño) shall pay the expenses in the installation, for the same shall be returned on his demand; 3. That said Theatrical Equipments mentioned in paragraph 1, had been completely installed at the beginning of the mouth of February, 1947, at the "APBA" building Calapse, Bohol, and since then the said show house begun its operation; 4. That upon inquiry, the plaintiff was informed and so allege that the "APBA" Cinematographic Shows Inc., has never been registered, hence Dumadag and Jumamoy who acted as the president and general manager respectively are the ones made as party defendants; Plaintiff did not include the members of the unregistered corporation as parties defendants, and so they were not summoned. On September 14, 1953, the court a quo entered the order complained of, which is as follows: The association represented by defendants Pedro Dumadag and Esmenio Jumamuy, is not included as party defendant in the fourth amended complaint. It is a legal requirements that any action should be brought against the real party in interest. In view of the opposition filed by the defendants Pedro Damadag and Esmenio Jumamuy, the court denies the admission of plaintiffs fourth amended complaint dated February 17, 1953, and objected to on the date of the trial. The fourth amended complaint (paragraph 2, supra) alleges that defendants, purporting to be the president and general manager of the unregistered corporation, leased the theatrical equipments from the plaintiff, petitioner herein. Said defendants, according to the complaint, did not enter into the contract in the name or on behalf of the corporation; consequently, the law applicable is Article 287 of the Code of Commerce, which provides: Art. 287. A contract entered into by the factor in his own name shall bind him directly to the person with whom it was made; but if the transaction was made for the account of the principal, the other contracting party may bring his action either against the factor or against the principal. The opposition of the respondents to the admission of the fourth amended complaint is procedural in nature, i.e., that notwithstanding the fact that the APBA was not registered, all its members should be included as parties defendants as provided in section 15 of Rule 3 of the Rules of Court. The trial court was of the opinion that the inclusion of the members was necessary as it considered them as "real parties in interest." In this respect, the trial court committed an error as the rule requiring real parties to be impleaded is applicable to parties plaintiffs, not to parties defendants. It is the absolute prerogative of the plaintiff to choose the theory upon which he predicates his right of action, or the parties he desires to sue, without dictation or imposition by the court or the adverse party. If he makes a mistake in the choice of his right of action, or in that of the parties against whom he seeks to enforce it, that is his own concern as he alone suffers therefrom. Granting that the members of the unregistered corporation may be held responsible, partly or wholly, for the agreement entered into by the officers who acted for the corporation, the fact remains that the plaintiff in the case at bar chose not to implead them, suing the officers alone. If the officers desire to implead them and make them equally responsible in the action, their remedy is by means of a third party complaint, in accordance with Rule 12 of the Rules of Court. But they can not compel the plaintiff to choose his defendants. He may not, at his own expense, be forced to implead any one who, under adverse party's theory, is to answer for the defendants' liability. Neither may the court compel him to furnish the means by which defendants may avoid or mitigate their liability. This was in effect what counsel for respondents wanted to compel the petitioner to do, and which the court was persuaded to do — force the plaintiff to include the members of the unregistered corporation as parties defendants — and when plaintiff refused to do so, it rejected his fourth amended complaint. The court's order, in so far as it demands the inclusion of the members of the unregistered corporation, has evidently been induced by a confusion between an indispensable dispensable party and a party jointly or ultimately responsible for the obligation which is the subject of an action. The members of the unregistered corporation could be responsible for the rentals of the equipments jointly with their officers. But the complaint specifically alleges that said officers entered into the contract by themselves, hence the presence of the members is not essential to the final determination of the issue presented, the evident intent of the complaint being to make the officers directly responsible. (Article 287, Code of Commerce, supra.) The alleged responsibility of the members of the corporation for the contract to the officers, who acted as their agents, is not in issue and need not be determined in the action to fix the responsibility of the officers to plaintiff's intestate, hence said members are not indispensable in the action instituted. We find that the trial court abused its discretion in refusing to admit plaintiff's fourth amended complaint. The writ prayed for is hereby granted, the order complained of reversed, and the complaint ordered admitted, and the court a quo is hereby directed to proceed thereon according to the rules. With costs against respondents Pedro Dumadag, and Esmenio Jumamuy. Paras, C.J., Pablo, Bengzon, Padilla, Montemayor, Reyes, A., Jugo, Bautista Angelo, Concepcion and Reyes, J.B.L., JJ., concur. The Lawphil Project - Arellano Law Foundation