TUASON V. BOLANOS, – G.R. No. L-4935, May 28, 1954

Facts:
J.M Tuason & Co. Inc. represented by its managing partner, Gregoria Araneta, Inc. filed a complaint about the recovery of possession of land against Bolanos before the Court of First Instance of Rizal, Quezon City Branch on the allegations that the land in dispute is covered by plaintiff certificate of title which is allegedly the registered owner.

The defendant in his answer sets up prescription and title in himself thru “open, continuous, exclusive and public notorious possession of land in dispute under the claim of ownership adverse to the entire world by the defendant and his predecessor in interest from time-in-memorial. The answer further alleged that registration of the land in dispute was obtained by the plaintiff or its predecessors in interest thru “fraud or error and without knowledge of or interest either personal or thru publication to the defendant and/or predecessor in interest. The defendant, therefore, prays that the complaint is dismissed with costs, and the plaintiff is required to reconvey the land to the defendant and pay its value.

The lower court rendered judgment for the plaintiff, declaring the defendant to be without any right to the land in question and ordering him to restore possession thereof to the plaintiff and to pay the latter a month’s rent of P132.62 from January 1940 until he vacates the land.

Issue:
Whether a Corporation can legally enter into a joint venture with another Corporation.

Held:
YES. There is nothing to the contention that the present action is not brought by the real party in interest, that is, by J. M. Tuason and Co., Inc. What the Rules of Court require is that an action is brought in the name of, but not necessarily by, the real party in interest. (Section 2, Rule 2.) In fact, the practice is for an attorney-at-law to bring the action, that is to file the complaint, in the name of the plaintiff. That practice appears to have been followed in this case, since the complaint is signed by the law firm of Araneta and Araneta, “counsel for the plaintiff” and commences with the statement “comes now plaintiff, through its undersigned counsel.” It is true that the complaint also states that the plaintiff is “represented herein by its Managing Partner Gregorio Araneta, Inc.”, another corporation, but there is nothing against one corporation being represented by another person, natural or juridical, in a suit in court. The contention that Gregorio Araneta, Inc. cannot act as managing partner for the plaintiff on the theory that it is illegal for two corporations to enter into a partnership is without merit, for the true rule is that “though a corporation has no power to enter into a partnership, it may nevertheless enter into a joint venture with another where the nature of that venture is in line with the business authorized by its charter. There is nothing in the record to indicate that the venture in which the plaintiff is represented by Gregorio Araneta, Inc. as “its managing partner” is not in line with the corporate business of either of them.