G.R. No.

58168 December 19, 1989

MAGSAYSAY-LABRADOR, ET., AL. VS. COURT OF APPEALS

FACTS:

On February 9, 1979, Adelaida Rodriguez-Magsaysay, widow and special administratix of the estate
of the late Senator Genaro Magsaysay, brought before the then Court of First Instance of Olongapo
an action against Artemio Panganiban, Subic Land Corporation (SUBIC), Filipinas Manufacturer's
Bank (FILMANBANK) and the Register of Deeds of Zambales. She prayed that the Deed of
Assignment executed by the late senator in favor of SUBIC and the Deed of Mortgage executed by
SUBIC in favor of FILMANBANK be annulled and that the Register of Deeds be ordered to cancel
TCT No. 22431 and to issue a new title in her favor.

On March 7, 1979, herein petitioners, sisters of the late senator, filed a motion for intervention on the
ground that their brother conveyed to them one-half (1/2) of his shareholdings in SUBIC and as
assignees of around 41% of the total outstanding shares of such stocks of SUBIC, they have a
substantial and legal interest in the subject matter of litigation and that they have a legal interest in the
success of the suit with respect to SUBIC. The court denied the motion for intervention, and ruled that
petitioners have no legal interest whatsoever in the matter in litigation and their being alleged
assignees or transferees of certain shares in SUBIC cannot legally entitle them to intervene because
SUBIC has a personality separate and distinct from its stockholders.

On appeal, respondent Court of Appeals found no factual or legal justification to disturb the findings of
the lower court. The appellate court further stated that whatever claims the petitioners have against
the late Senator or against SUBIC for that matter can be ventilated in a separate proceeding, such
that with the denial of the motion for intervention, they are not left without any remedy or judicial relief
under existing law.

ISSUE:

WON the Magsaysay sisters are interested parties in a case where corporate properties are in
dispute.

HELD:

No.

Viewed in the light of Section 2, Rule 12 of the Revised Rules of Court, the Magsaysay sisters have
no legal interest in the subject matter in litigation so as to entitle them to intervene in the proceedings.
To be permitted to intervene in a pending action, the party must have a legal interest in the matter in
litigation, or in the success of either of the parties or an interest against both, or he must be so
situated as to be adversely affected by a distribution or other disposition of the property in the custody
of the court or an officer thereof.

Here, the interest, if it exists at all, of the Magsaysay sisters is indirect, contingent, remote,
conjectural, consequential and collateral. At the very least, their interest is purely inchoate, or in sheer
expectancy of a right in the management of the corporation and to share in the profits thereof and in
the properties and assets thereof on dissolution, after payment of the corporate debts and obligations.
While a share of stock represents a proportionate or aliquot interest in the property of the corporation,
it does not vest the owner thereof with any legal right or title to any of the property, his interest in the
corporate property being equitable or beneficial in nature. Shareholders are in no legal sense the
owners of corporate property, which is owned by the corporation as a distinct legal person.

WHEREFORE, the instant petition is hereby DENIED.