LUZON STEVEDORING CORPORATION, PETITIONER, VS. LAND REGISTRATION COMMISSION, ET AL., RESPONDENTS.

Appeal by the Luzon Stevedoring Corporation from a resolution
adopted on 15 June 1959 by the Land Registration Commission upholding
the refusal by the Registrar of Deeds of Pampanga to register a
contract entitled Merger Agreement without the fees for its
registration being paid first (LRC Consulta No. 247).

On 16 October 1958 the Luzon Stevedoring Company, Inc. (LUSTEVECO)
and the Visayan Stevedore Transportation Company, Inc. (VISTRANCO),
both domestic corporations, entered into a Merger Agreement (Annex B)
stipulating that—

Lusteveco hereby conveys, assigns and transfers all
of its business, property, assets and goodwill * * * and in short, the
totality of all its assets reflected in the Balance Sheets of LUSTEVECO
as of June 30, 1958. ***

to the Visayan Stevedore Transportation Company, Inc., whose
corporate name was to be changed to Luzon Stevedoring Corporation. On
18 February 1959 the Luzon Stevedoring Corporation requested the
Registrar of Deeds of Pampanga to cancel transfer certificates of title
Nos. 10099, 6040, 8820, 8819, 8822 and 8821 covering several parcels of
land owned by the Luzon Stevedoring Company, Inc. in Pampanga and to
issue the “corresponding number of certificates” “in the name of Luzon
Stevedoring Corporation without the payment of registration fees * * *”
(Annex A). On 23 February 1959 the Registrar of Deeds of Pampanga
replied that the merger agreement involved transfer or conveyance of
property and that unless the fees for its registration be paid first
the agreement could not be registered (Annex F). In another letter
dated 26 February 1959 the Luzon Stevedoring Corporation disagreed with
such view, on the ground that the transfer of assets involved in the
merger was not that contemplated by paragraphs C-16 and C-17 of
Republic Act No. 928 and requested the Registrar of Deeds of Pampanga
to reconsider his refusal to register the instrument, or, if the
refusal be not reconsidered, to elevate en consulta the case to the Land Registration Commission (Annex G). As requested the case was brought en consulta
to the Land Registration Commission. After notice (Annex H), hearing
(Annex M) and consideration of the memoranda submitted by the parties
(Annexes I and K), on 15 June 1959 the Land Registration Commission
adopted the resolution (Annex N) now under review by this Court.

The question to determine is whether the absorption or acquisition
by the Visayan Stevedore Transportation Company, Inc., the name of
which was later on changed to Luzon Stevedoring Corporation, the herein
appellant, of the assets or property of the Luzon Stevedoring Company,
Inc.(LUSTEVECO), as stipulated in the Merger Agreement entered into by
and between the two corporations, is a transfer or conveyance
contemplated by Republic Act No. 928 subject to payment of registration
fees.

In the merger agreement two juridical persons took part as parties
thereto: the Luzon Stevedoring Company, Inc. (LUSTEVECO) and the
Visavan Stevedore Transportation Company, Inc. (VISTRANCO). The former
was merged into the latter. The disposition of property of the former
is stipulated in paragraph 1 of the merger agreement (Annex B), quoted
on page 1 of this opinion, and in paragraph 3 which provides in part:

Vistraneo hereby accepts the conveyance, assignments, and transfers mentioned hereinabove * * *.

Under said paragraphs it is clear that the Luzon Stevedoring
Company, Inc. (LUSTEVECO) conveyed, assigned, transferred, parted with,
passed to and vested in the Visayan Stevedore Transportation Company,
Inc. (VISTRANCO), later on changed to Luzon Stevedoring Corporation,
the ownership, possession, use and control of all its business,
property, assets and goodwill, including its real property etc. It
hardly could be claimed and contended that in the merger agreement in
question no transfer or conveyance of property was effectuated which
would take it away from the payment of fees required by paragraphs C-16
and C-17, section 114, Act 496, otherwise known as the Land
Registration Act, as amended by Republic Acts Nos. 117 and 928.

The appellant also contends that “the transfer or conveyance
contemplated in par. C-16 of Republic Act No. 928 is that in which a
consideration is an essential requisite for its efficacy.” The
contention is without merit. Not the consideration of a transfer or
conveyance of property but the service to be rendered by the Registrar
of Deeds is the reason for the requirement of the payment of fees.
Republic Act No. 928 expressly provides that—

C. Fees payable to the Register of Deeds.—The Register of Deeds
shall collect fees for all services rendered by him under this Act in
accordance with the following schedule:

* * * * * * *

16. For the registration of a deed of sale, conveyance, transfer, exchange, partition or donation; *** (Italics supplied).

* * * * * * *

The provisions of section 35, Commonwealth Act No. 466, as amended
by Republic Act No. 1921, on tax upon gain derived from the sale of
property cannot be invoked to support the appellant’s claim because the
same deal with tax and not fee for services rendered.

The resolution appealed from is affirmed, with costs against the appellant.

Bautista Angelo, Concepcion, Reyes, J.B.L., Barrera, Paredes, and Dizon, JJ., concur.