JESUS MA. CUI, PLAINTIFF AND APPELLANT, VS. TEODORO CUI, DEFENDANT AND APPELLEE. MARIANO CUI, INTERVENOR AND APPELLANT.

This case presents an interesting question
and one of first impression in this jurisdiction. The question is
whether an office in a corporation is a public office within the
meaning of section 201 of the Code of Civil Procedure, providing that
“a person claiming to be entitled to a public office, unlawfully held
and exercised by another, may bring an action therefor,” without the
intervention of the Attorney-General or of the fiscal of the province,
as required in other quo warranto proceeding under sections 199 and 200
of the same Code, especially where, as in this case, the corporation
involved was created by a special Act of the Legislature of the
Philippine Islands (Act No. 3239), wherein the succession to the office
in question, as well as the duties attaching thereto, are defined by
legislative act.

On November 27, 1925, an Act of the Philippine Legislature (Act
No. 3239) was approved, accepting an offer of one Pedro Cui and one
Benigna Cui to establish, maintain, and support in the Province of Cebu
a home for the care and support free of charge of indigent invalids and
incapacitated and helpless persons, to be known as Hospicio de San Jose de Barili. The text of the Act is as follows :

“SECTION 1. The offer of Pedro Cui and Benigna Cui
to establish, maintain, and support in the Province of Cebu, Philippine
Islands, a Home for the care and support, free of charge, of indigent
invalids and incapacitated and helpless persons, to be known as
Hospicio de San Josi de Barili, is hereby accepted. The Home so created
shall be maintained with the revenues of the personal and real property
with which its founders and other donators shall endow the same, and
upon its organization in the special manner provided for in section
eight of this Act, said Home shall have its legal domicile in the
pueblo of Barili, in the province mentioned, shall be a body corporate
for an indefinite period and endowed with the right of succession in
its corporate name and competent to sue and be sued and to acquire and
convey personal and real property, and shall be considered as a real
corporation and vested in general with all the powers granted to and
vested in corporations organized In accordance with Act Numbered
Fourteen hundred and fifty-nine, and be subject to the provisions of
said Act in so far as the same are not inconsistent herewith.

“SEC. 2. The Home organized in accordance with the provisions of this
Act and the personal and real property owned by it and donated to it by
its1 founders, Pedro Cui and Benigna Cui, and any other property it may
hereafter acquire by donation or any other legal method, shall be
managed by said founders during their lifetime, and, in case of their
incapacity or death, by such persons as they may nominate or designate,
in the order prescribed by them. In case of the absolute incapacity of
the persons designated by the founders of the institution, the
administration of all the personal and real property of the same shall
devolve upon the provincial government of Cebu, which shall manage the
Home through the provincial board, in accordance with this Act, for the
original purpose contemplated by its founders.

“SEC. 3. The managers or trustees of the Home shall—

“(a) Organize and appoint the personnel necessary for its administration.

“(b) Fix the salaries, functions, and authority of said personnel.

“(c) Make regulations for the government of said institution.

“(d)
Prescribe the conditions subject to which invalids and incapacitated
and destitute persons may be admitted into the institution: Provided, however, That no discriminations on account of religion shall be made in the admission of such persons.

“(e)
Insure all the property of the Home with reputable insurance companies,
in such manner as may best safeguard the existence of the institution,
in case such precaution is necessary. Whenever the income of the Home
shall exceed its operating expense, the managers or trustees shall
invest the surplus in the purchase of additional revenue-producing real
estate wherewith the institution may extend its activities on behalf of
the helpless and destitute.

“(f) After providing
for the purposes of sections six and seven, maintain at all times such
number of places as the income from the property of the Home may
permit, and admit all qualified destitute persons for whom a vacancy
exists.

“In the performance of the duties prescribed in this
section, the rules and conditions’ of admission promulgated shall be
valid only in so far as they arte not in conflict with the provisions
of this Act and the conditions stipulated by the founders of the
institution in the instruments of donation.

“SEC. 4. The
personal and real property donated to the Home by its founders or by
other persons shall not be sold under any consideration: Provided, however,
That this prohibition shall not prevent the managers or trustees of the
Home from selling or alienating personal property belonging to it,
which sale or alienation shall be made in the ordinary process of the
operation or business of the Home. In connection with the
administration of the Home, the Public Welfare Commissioner shall have
power to audit the accounts and watch over the proper and adequate
investment of the revenues of the property of the Home, and to
ascertain whether the provisions of this Act are being complied with;
but this power of supervision shall be exercised without prejudice to
the discretional powers of administration conferred by this Act.

“SEC. 5. All real property of the Home and the revenues thereof shall
be exempt from the payment of the land tax, the income tax, and any
other tax now or hereafter established by law.

“SEC. 6. The
managers or trustees of the Home may establish and operate a pharmacy
for the preparation and dispensing of the medicines necessary for the
use of the Home and the public, and the Home shall be authorized to
charge reasonable prices for medicine sold to the public. The income
from this source shall be paid into the funds of the Home: Provided,
That the pharmacy so established may sell medicine to the public only
so long as there shall be no other privately owned pharmacy in the
pueblo of Barili, Province of Cebu.

“SEC. 7. The managers or
trustees of the Home shall set aside a part of the income thereof for
the support of a young man or woman graduate of the public high school
of the City of Cebu, selected by the faculty thereof, while studying
medicine, and of a young man or woman graduate of the Colegio de San Carlos,
Cebu, selected by the faculty of the latter, while studying pharmacy.
These pensionados shall continue their studies in Manila in the
University of the Philippines, or in such other university as the
Government may maintain in lieu thereof.

“The managers or
trustees of the Home shall also support a boy or girl graduate of the
public elementary schools of the Province of Cebu, selected by the
superintendent of schools of. said province, until the completion of
the high school course in the City of Cebu. AH such pensionados shall
be natives of Cebu without sufficient means to continue their studies.

“The three scholarships authorized in this section shall be permanent
and shall be filled as soon as any of them becomes vacant by the death
or incapacitation of the beneficiary or the completion of the studies
contemplated.

“SEC. 8. As prerequisite for the organization
and legal recognition of this Home, the founders thereof or, in case of
their death, their executors, bind themselves to endow the same with
personal and real property of a market value of not less than half a
million pesos, the revenues of which shall be used exclusively for the
purposes of the Home mentioned in this Act. The Public Welfare
Commissioner of the Philippine Government is hereby authorized to
accept the donation mentioned in this section on behalf of the Home;
and as soon as said donation has been made and accepted by the Public
Welfare Commissioner, the institution hereby authorized, known as Hospicio de San Jose de Barili,
shall be understood to be organized and have entered upon its legal
existence. Upon its legal foundation as provided in this section, all
powers and functions thereof shall be exercised by the managers or
trustees, in accordance with the provisions of this Act.

“SEC. 9. Nothing in this Act provided shall be under stood to authorize
the institution hereby created to engage in any business other than
that herein authorized, or to exempt it from the revocation of its
rights and privileges in case of the violation by it of the provisions
of this Act or of any other law to which it may be subject.

“SEC. 10. The privileges granted by this Act to the Hospicio de San Jose de Barili
shall be understood to be subject to the provisions concerning the
granting of privileges and franchises of the Act of Congress of the
United States of August twenty-ninth, nineteen hundred and sixteen,
commonly known as the Jones Law.

“SEC. 11. This Act shall
take effect on its approval.” Pursuant to the provisions of this Act,
on January 2, 1926, the said Pedro Cui and Benigna Cui executed a deed
of donation, reading as follows:

“EXHIBIT X

“ESCRITURA DE DONAClON DE PEDRO CUI Y BENIGNA CUI AL HOSPICIO DE SAN JOSE DE BARILI, CEBE, 1927

“OFICINA DEL REGISTRADOR DE TITULOS DE CEBU

“ESCRITURA DE DONACION

“Nosotros, los hermanos Pedro Cui y Benigna Cuf,
mayores de edad, solteros, vecinos y residentes del Municipio de Cebu,
de la Provincia de Cebu, y fundadores del asilo denominado Hospicio de San Jose de Barili,
en cumplimiento del articulo 8 de la Ley No. 3239, que acepta nuestra
oferta de establecer el mencionado asilo para el cuidado gratuito de
personas invalidas, da personalidad legal al asilo asi creado y le
reconoce ciertas facultades y concede ciertas exenciones, y para otros
fines, por la presente donamos, cedemos y traspasamos a favor del
mencionado Hospicio de San Jose de Barili las siguientes
propiedades muebles e inmuebles, que nos pertenecen unos a Benigna Cui
y otros a Pedro Cui, y que se describen a continuation:

(Here follows a description by lot number and certificate of
transfer of title of fifteen parcels of land, valued at P564,200, and
personal property, valued at P9,106.15.)

“Esta donacion la hacemos bajo las siguientes condiciones:

“1. ª Que nosotros los aqui donantes, mientras vivamos, administraremos el expresadoHospicio de San Jose de Barili.

“2. ª Que en caso de nuestro fallecimiento o incapacidad para
administrar, nos sustituyan nuestro legitimo sobrino Mariano Cui, si al
tiempo de nuestra muerte o incapacidad se hallare residiendo en la
Ciudad de Cebti y nuestro sobrino politico Dionisio Jakosalem. Si
nuestro dicho sobrino Mariano Cui no estuviese residiendo entonces en
la Ciudad de Cebti, designamos en su lugar a nuestro otro sobrino
legitimo Mauricio Cui. Ambos sobrinos administraran conjuntamente el
Hospicio de San Jos6 de Barili. A la muerte o incapacidad de estos dos
admfnistradores, la administracidn del Hospicio de San Jose de Barili
pasara a una sola persona que sera el var6n, mayor de edad, que
descienda legitimamente de cualquiera de nuestros sobrinos legitimos
Mariano Cui, Mauricio Cui, Vicente Cui y Victor Cui, y que posea titulo
de abogado, o medico, o ingeniero civil, o f armaceutico, o a falta de
estos titulos, que pague al Estado mayor impuesto o contribution. En
igualdad de circunstancias, sera preferido el var6n de mas edad
descendiente de quien tenia tiltimamente la administracion. Cuando
absolutamente faltare persona de estas cualificaciones, la
administracion del Hospicio de San Jos6 de Barili pasard al Senor
Obispo de Cebti o quien sea el mayor dignatario de la Iglesia Catolica
Apost61ica Romana, que tuviere asiento en la cabecera de esta Provincia
de Cebti, y en su defecto, al Gobierno Provincial de Cebti.

“3. ª Que en caso de que un administrador o fideicomisario del Hospicio de San Jose de Barili
no cumpla con los deberes que le imponen las condiciones de esta
donation, o infrinja las disposiciones de la Ley No. 3239 al principio
mencionada, o de otras a que esta sujeto dicho Hospicio, o padezca de
enajenacion mental, o resulte inepto en el desempeiio del cargo, o
adolezca de falta de idoneidad evidente en el, sea removido del cargo
bajo el procedimiento prescrito en el articulo 587 de la Ley No. 190,
denominada Codigo de Procedimiento en Juicios Civiles y Actuaciones
Especiales en las Islas Filipinas, a instancia del Fiscal Provincial de
Cebu o el que haga sus veces, y la vacante que resulte se cubra con la
persona a quien corresponda ocuparla por el orden establecido en la
precedente condicion 2. ª.

“4. ª Que el mencionado Hospicio de San Jose de Barili
de albergue, alimento y vestido a personas desvalidas, naturales de los
municipios de Barili, Dumanjug, Ronda, Alcantara, Moalboal, Carcar,
Aloguinsan, Pinamungahan, Toledo y Balamban, todos de esta Provincia de
Cebu, debiendo corresponder, en la adjudication de plazas, un veinte
por ciento (20%) a Barili y un diez por ciento (10%) a cada uno de los
demas. Tendran, sin embargo, preferencia los que tengan relation de
parentezco con nosotros, los aquf donantes y que se hallan en las
condiciones definidas en la siguiente condicion, aunque no sean
naturales de los citados municipios.

“5. ª Que los invalidos que han de ser admitidos en el Hospicio de San Jose de Barili
sean aquellos que est§n fisicamente impedidos para el trabajo (profesen
la religion que profesen), sean pobres y desprovistos de ayuda y
socorro de otras personas, y no sean locos ni padezcan de enfermedades
que requieran asistencia facultativa.

“6. ª Que los
administradores cubran preferentemente los gastos de reparation y
conservation de las fincas aqui donadas y solamente la cantidad que
haya sobrado de esta atencion pueden aplicar a la operation o
funcionamiento del Hospicio de San Jose de Barili; y procuren
ir adquiriendo con los productos de los bienes aqui donados nuevas
mejoras que, acrecentando los rendimientos, permitan cada vez mas
ampliar las actividades de dicho Hospicio, bastando el que les hagamos
presente que mucho nos satisface pensar que, de un caudal de bienes con
tanto esfuerzo reunido, han de poder participar otros, verdaderamente
necesitados de amparo, vecinos de esos mismos pueblos, donde al Hacedor
de todo lo existente plugo que empezaramos a acumularlos, conforme
venia bien, nosotros lo creemos asi, a sus sapientisimos designios.

“7. ª Que los administradores vayan invirtiendo el dinero que
recibieren a cuenta de retroventas, en la adquisicion de fincas
rusticas con Titulo Torrens para darlas luego en arrendamiento; y
destinen y empleen de los productos, ventas e intereses de los bienes
aqui donados la cantidad que sea necesaria, para el establecimiento de
una farmacia para la confeccion y distribucion de medicinas necesarias
para el uso del Hospicio de San Jose de Barili y del publico, con sujecion al articulo 6 de la Ley No. 3239 ya citada.

“8. ª Que en caso de que ocurra la revocacidn de los privilegios y derechos concedidos al Hospicio de San Jose de Barili
por la tantas veces mencionada Ley No. 3239 por los motivos que se
expresan en los articulos 9 y 10 de la misma, los bienes aqui donados
pasen al Sefior Obispo de Cebti, o quien sea el mayor dignatario de la
Iglesia Catolica Apost61ica Romana que tuviere asiento en la cabecera
de esta Provincia de Cebu para que los administre de tal modo que dicho
Hospicio continue existiendo y funcionando de conformidad con nuestros
propositos, rogandole tenga a bien acoger nuestro llamamiento a su
piedad para el mane jo de una hacienda que se deja a su fe, en auxilio
del pr6jimo desamparado que no halla mas refugio que la caridad de los
demas, y todo para la mayor gloria de Dios.

“Nosotros los
aqui donantes hacemos constar por la presente que no tenemos herederos
forzosos y nos hemos reservado bienes suficientes1 para vivir en un
estado correspondiente a nuestras circunstancias.

“En
testimonio de lo cual, el donante, Pedro Cui, estampa su firma de su
puno y letra, y la donante, Benigna Cui, su marca, por no saber flrmar,
en el presente documento en Cebu, Cebu, I. F., a 2 de enero de 1926.

			“(Fdo.) PEDRO CUI
			“(Marcada) BENIGNA CUI”

This donation was duly accepted by the Public Welfare Commissioner,
as provided in section 8 of Act No. 3239 above quoted, on January 14,
1926 (pages 33-35, B. of E.), and the donors were duly notified of such
acceptance on the same date (page 32, B. of E.), and they, in turn, on
January 20, 1926, acknowledged receipt of such notification (pages
36-37, B. of E.).

On March 1, 1926, the said Pedro Cui executed another deed of
donation of additional properties in favor of the Hospicio de San
Jose.de Barili under the same terms and conditions as the original
donation (pages 39-57, B. of E.), except that the donor stipulated that
the donee was to pay him a monthly pension of five hundred pesos (P500)
to live upon. This donation was accepted by the donee in the deed
itself (page 57, B. of E.).

On the same date, Benigna Cui, the other donor, executed another deed of donation of additional properties in favor of the Hospicio de San Jose de Barili
upon the same terms and conditions as those executed by Pedro Cui on
that date (pages 62-65, B. of E.). This donation was also accepted by
the donee in the same instrument (pages 64, 65, B. of E.).

On January 26, 1932, the plaintiff herein, Jesus Ma. Cui, filed a
complaint in quo warranto against the defendant, Teodoro Cui, setting
up three causes of action. In the first of these, after reciting the
foregoing facts, it is alleged that the total value of the property
donated by Pedro and Benigna Cui, according to the three deeds of
donation above described, is eight hundred forty thousand two hundred
sixteen pesos and fifteen centavos (P840,216.15); that, as provided in
section 2 of Act No. 3239 above quoted, the donors, Pedro Cui and
Benigna Cui, administered the Hospicio after the latter had acquired
corporate existence under the provisions of Act No. 3239, until the
death of Pedro Oui on June 4, 1926, whereupon Benigna Cui continued to
administer the same until her death on March 22, 1929; that, thereafter
the Hospicio was jointly administered by Mauricio Cui and Dionisio
Jakosalem until the death of Mauricio Cui on May 8, 1931, and that the
administration continued in the hands of Dionisio Jakosalem until his
death on July 1, 1931; that, on the following day, the defendant
herein, without any right whatever, usurped and illegally assumed the
administration of said Hospicio and continues to usurp and illegally
assume that administration without any legal justification whatever
therefor; that the deeds of donation provided, that after the death of
the donors, the administration should be in charge either of Mariano
Cui (the intervenor) and Dionisio Jakosalem jointly, or of Mauricio Cui
and Dionisio Jakosalem jointly, and of an individual who shall be the
oldest adult male legitimate descendant of any of the nephews of the
donors, who may be a lawyer, a doctor, a civil engineer, or a
pharmacist (said nephews being Mariano Cui, the intervenor, Mauricio
Cui, Vicente Cui, and Victor Cui), or in case there be none of these
among said descendants, he who pays the most taxes, and in case of
equality of circumstances, the eldest male descendant from the last
administrator; that the legitimate sons of Mariano Cui are Jose Ma.
Cui, forty years of age; Jesus Ma. Cui, plaintiff herein, twenty-seven
years of age; Antonio Ma. Cui, twenty-six years of age; Serafin Ma.
Cui, twenty-one years of age; and Jorge Cui. nineteen years of age;
that the legitimate son of Mauricio Cui is Teodoro Cui, the defendant
herein, thirty years of age; that the legitimate son of Vicente Cui is
Angel Cui, thirty-seven years of age; and the sons of Victor Cui are
Mariano V. Cut, twenty-eight years of age, and Ramon Cui, twenty-six
years of age; and that the plaintiff is the only one of these who is a
lawyer, and hence has the preferential right to the administration of
the Hospicio.

In the second cause of action, after repeating by reference the
allegations of the first cause of action, it is alleged that, even
assuming, which is emphatically denied, that the defendant is entitled
to the administration, he is inept for the office, because of excessive
alcoholism and because of extravagant practices in employing an
excessive number of subordinates in the administration of the Hospicio
and paying them excessive salaries.

In the third cause of action, the plaintiff, after repeating by
reference the allegations of the first cause of action, alleged that
the defendant has refused to deliver the administration of the Hospicio
to him, notwithstanding repeated demands therefor.

The prayer of the complaint is for a judgment to the effect that
the defendant is without right to administer the Hospicio; that the
plaintiff is vested with that right; that the defendant be ousted or
removed from the office of administrator of said Hospicio so illegally
held by him; that the plaintiff be named administrator of said
Hospicio; and for costs and general relief. (Pages 1-10, B. of E.)

On February 20, 1932, the plaintiff (page 14, B. of E.) was
permitted to amend his complaint by making the deed of donation a part
thereof, marked Exhibit X (pages 15-67, B. of E.).

On February 29, 1932, the defendant interposed a demurrer to the
three causes of action of the complaint (page 67, B. of E.) with
supporting argument (pages 68-75, B. of E.), this being an
amplification of a demurrer filed by him on February 9, 1932 (page 11,
B. of E.). This demurrer was predicated upon the grounds, first that
the plaintiff is without legal capacity to sue, and second that there
is a defect in the party plaintiff.

On June 29, 1932, a petition for intervention with a complaint in
intervention attached thereto was filed by Mariano Gui (pages 75-81, B.
of E.), and on July 2, 1932, the trial court entered an order,
admitting the complaint in intervention (page 82, B. of E.). In this
complaint, the intervenor, Mariano Cui, alleged that he is the Mariano
Cui mentioned in all the pleadings of the case; that in accordance with
Act No. 3239, the corporation called Hospicio de San Jose de Barili
has been organized and is existing; that in accordance with that Act,
Pedro Cui and Benigna Cui donated certain properties to said Hospicio,
which were duly accepted, and the donors advised of such acceptance,
said properties constituting the capital of the said Hospicio; that
also in accordance with said Act and with said deeds of donation, the
office of administrator of said Hospicio was to be held by the donors,
while either of them live. Upon their death or incapacity, the
administration was to pass either to Mariano Cui or Dionisio Jakosalem
jointly, or to Mauricio Cui, temporarily in substitution of Mariano
Cui, if the latter were absent from Cebu at the time of the death of
the donors, and upon the death of Dionisio Jakosalem and Mauricio Cui,
or their incapacity, the administration would pass to one person who
would be that adult male legitimate descendant of Mariano Cui, Mauricio
Cui, Vicente Cui, or Victor Cui, who may be a lawyer, a doctor, a civil
engineer, or a pharmacist; that accordingly the Hospicio was
administered by Pedro Cui and Benigna Cui jointly until the fourth of
June, 1926, when Pedro Cui died, by Benigna Cui alone until the 22d of
March, 1929, when she died, by Mauricio Cui and Dionisio Jakosalem
jointly until the 8th of May, 1930, when Mauricio Cui died, and by
Dionisio Jakosalem alone until the first of July, 1931, when he died;
that the only reason why the plaintiff intervenor, Mariano Cui, could
not assume his office as administrator of the Hospicio de San Jose at
the time of the death of Benigna Cui, to exercise it jointly with
Dionisio Jakosalem, was because of his temporary absence in Manila, but
since November, 1930, he, Mariano Cui, has returned to Cebu and resides
there permanently; that on the 2d of July, 1931, while Mariano Cui was
living in Cebu, the defendant, Teodoro Cui, without any right, took and
assumed for himself alone the office of administrator of the Hospicio,
depriving said Mariano Cui of that office and refusing to deliver it to
him, and that until the time of representing the complaint in
intervention, the defendant, Teodoro Cui, continues to exercise the
office of administrator of said Hospicio and to prevent the intervenor
from occupying said office, without just reason; that the real
intention of the donors, Pedro Cui and Benigna Cui, in designating
Mauricio Cui as a temporary substitute of the intervenor was because of
the frequent absence of Mariano Cui from Cebu, which would prevent him
from attending personally to his duties as administrator, but it never
was their intention to exclude him permanently from the administration
of the Hospicio de San Jose merely because at the time of their death,
he was not in Cebu, but in Manila; and that the plaintiff,
notwithstanding the fact that he is the legitimate son of the
intervenor, Mariano Cui, is not entitled to exercise the office of
administrator, for the reason that said Mariano Cui is still living and
claims for himself that office, in accordance with the wishes of Pedro
Cui and Benigna Cui, as sanctioned by Act No. 3239. The prayer of the
complaint in intervention is that the intervenor be adjudged entitled
to the office of administrator of the Hospicio de San Jose and that the
defendant be adjudged not entitled thereto; and for general relief.

On the 26th of July, 1932, the plaintiff answered the demurrer of
the defendant (page 82, B. of E.), and on the 29th of July, 1932, the
defendant interposed a demurrer to the complaint in intervention, based
upon the same grounds as the demurrer of February 29, 1932, to the
original complaint herein (page 97, B. of E.).

On the 1st of August, 1932, the plaintiff filed his answer to the
complaint in intervention, denying generally and specifically each and
every allegation contained in each of the paragraphs therein, with the
exception of those expressly or impliedly admitted in the answer, as
well as those expressly or impliedly set up in the amended complaint.

On the 26th of November, 1932, the intervenor presented a
memorandum in opposition to the demurrer of the defendant to the
complaint in intervention (pages 107-121, 6. of E.), to which the
defendant made reply on the 6th of January, 1933 (pages 121-125, B. of
E.).

On the 4th of April, 1933, the trial court entered an order,
sustaining the demurrer to the complaint of the plaintiff and to the
complaint in intervention, on the ground that the provincial fiscal of
Cebu is the only person with capacity to institute the actions set up
in the complaint and the complaint in intervention, and, taking the
view that the complaint and the complaint in intervention were not
susceptible of amendment, the same were dismissed without any order as
to costs.

This order is based upon the theory that, since the Hospicio de San Jose de Barili
is a corporation authorized by the Government of the Philippine
Islands, under the provisions of section 197 of the Code of Civil
Procedure in conjunction with sections 199 and 204 thereof, only the
provincial fiscal may maintain an action for the removal from office of
one who is alleged to retain the same unlawfully (pages 130-132, B. of
E;); and on the further ground that the violation of the order of
succession contained in the deed of donation is a violation of the
conditions of the donation and of Act No. 3239, wherefore, under the
third of the conditions of the deed of donation, as well as under Act
No. 3239 providing that the donors should regulate the succession, only
the provincial fiscal could maintain the action and that, in so far as
the alleged incapacity of the defendant is concerned or his
maladministration, the third condition of the deed of donation is that,
in such cases, the action for the removal of the administrator shall be
instituted by the provincial fiscal.

The plaintiff-appellant assigns seven errors as having been
committed by the trial court, but the only question in issue in this
case is tersely summed up in the one assignment of error of the
intervenor-appellant which reads as follows:

“The trial court erred in holding that no action
may be maintained by the plaintiff or the intervenor in this case or by
any other private person to try title to the office of administrator of
the Hospicio de San Jose de Barili, but that such action may only be instituted and maintained by the provincial fiscal.”

The plaintiff-appellant contends that the Hospicio de San Jose is a
public corporation in view of the fact that it was not organized under
the general Corporation Law, Act No. 1459, but by a special law, Act
No. 3239, and maintains that private corporations are those formed for
some private purpose, benefit, aim, or end, as distinguished from
public corporations which have for their purpose the general good or
welfare, and that the Hospicio de San Jose was created for the general
good and welfare. Therefore the administrator of the Hospicio de San
Jose is a public officer. The plaintiff-appellant however contends that
even admitting that the Hospicio de San Jose is not a public
corporation, it is in the nature of a quasi-public corporation and that
the office of an administrator of a quasi-public corporation is a
public office.

The intervenor-appellant contends that an office in a private
corporation is a “public office” and in support of that contention
invites the attention of this court to the adjudication of American
courts in which that view has been sustained.

The defendant-appellee contends that the Hospicio de San Jose is a
private corporation, that its officers are not public officers and
cites the decision of this court in the case of National Coal Co. vs.
Collector of Internal Revenue (46 Phil., 583), in which it was held
that the National Coal Co. is a private corporation, and that a private
individual can not institute a quo warranto proceeding to try title to
an office in a private corporation. Hence, neither the plaintiff nor
the intervenor “can sue under the authority of section 201 of Act No.
190”.

In this case it is not necessary to decide whether the Hospicio de
San Jose is a public or a private corporation. The issue in this case
can be confined to the contention of the intervenor-appellant, i. e.,
whether an office in a private corporation is a public office so that
an individual, who believes himself entitled thereto, may bring an
action of quo warranto against another unlawfully holding it without
the intervention of the Attorney-General or the provincial fiscal under
section 201 of the Code of Civil Procedure which as we have seen
provides as follows:

“SEC. 201. An individual may commence such action.— A person
claiming to be entitled to a public office, unlawfully held and
exercised by another, may bring an action therefor.” The basis upon
which the view of the intervenor-appellant is grounded is “that private
corporations, whether created directly by special Act of the
Legislature or indirectly under the authority of a general corporation
law, differ in no essential that affects the public character of the
franchise from corporations created for purely public services, such as
municipal corporations and others; its transactions are interlaced with
the whole of the business life as defined and controlled by law, it can
lawfully do only those things and can do them only in the manner
prescribed by the law of its creation and of the state, and whatever
may be the purpose of its creation, whether for private profit or
public good, its offices are public in the sense that enables the
state, by proper remedies, to compel obedience and prevent disobedience
of its laws.”

In the case of Brooks vs. State ex rel. Richards (26 Del.,
1; 79 Atl., 790; Ann. Cas., 1915A, 1133; 51 L. R. A. [N, SJ, 1126,
1133, 1134), the court said:

“This brings us to a consideration of what is a public office.
At the time the common-law remedy by information was employed in
England, public offices seem to have been only those which were a part
of the apparatus of government at large, or that of municipalities,
cities, and boroughs. Here, as in England, we have offices of the same
public character in our municipal corporations, created and established
by acts of the legislature, in regard to the protection of which, by
the remedy of an information, there can be no question; and we have as
well a large number of corporate offices, created by special and
general legislative authority in connection with grants of corporate
franchises. These offices are created so that the design of the grant
may be effectuated and the existence of the corporation perpetuated by
the due and regular election of officers in accord with the rules and
laws of their governance. Those who fill the offices are alike amenable
to the law of their origin. With respect to the manner of their
creation, there is in principle no difference between the office
of mayor of a municipal corporation and that of president of a state
bank, created alike by special acts of the legislature, nor in
principle is there any difference between the office of director of a
bank, created by special act of the legislature, and the office of a
director of a manufacturing corporation created under the general
provisions of a law providing for the grant of corporate franchises. If
the public character of the latter offices, when the remedy by
information is applied to them, is to be determined by the character of
the public offices1 that prevailed in England at the time of the
adoption of the remedy, then, indeed, the law is a stationary thing, and acts on precedent rather than upon principle,

“The public character of a corporation and of its offices, when viewed
with respect to the remedy under consideration, and as distinguished
from corporations and offices that are public in a political sense, is
not to be determined by the nature or purpose of its business, but is
to be determined by the character of its origin and the policy of the
law. In the case of People ex rel. Atty. Gen. vs. Utica Ins. Co. (15 Johns, 386; 8 Am. Dec, 243), the Supreme Court of the State of New York, in emphatic language, held:

‘That every privilege or immunity of a public nature, which cannot
legally be exercised without legislative grant, is a public franchise/
Followed in State vs. Asley (1 Ark., 513, 536). The
privileges and immunities of a corporation, even in a business of the
most private character, cannot be exercised except by legislative
grant. A corporation is a franchise (Com. Digest, title, Corp. F), and
when granted only by legislative authority or by force of public will,
it becomes a public franchise. In our system of government all
franchises repose in the people, and, when parted with, are granted by
the people under an established system pf law, which directs the method
of their use and provides against their abuse. Corporations for private
gain, whether created directly by act of the legislature, or
indirectly, under the general authority of a corporation law, differ in
no essential that affects the public character of the grant of the
franchise, from corporations created for purely public purposes. Their
corporate powers spring alike from the same source, their organization
is directed by the same hand, their regulation and restraint are
controlled by the same authority, and they are answerable alike to the
same sovereignty If a corporation is chartered by the state to engage
in what would otherwise be a private business, surely it is not thereby
necessarily a private corporation. Like a corporation for public
purposes, it acts only upon license. Its transactions are interlaced
with the whole of business life as defined and controlled by law; it
can do lawfully only those things and can do them only in the manner
prescribed by the law of its charter and of the state; and whatever may
be the purpose of its creation, whether for private profit or public
good, its offices are public in the sense that enables the state by
proper remedies to compel obedience and prevent disobedience of its
laws.

“We are of opinion that the offices of a corporation created by
special act of the legislature, or under the provisions of the general
corporation law of this state, are offices of public character within
the meaning that the remedy by information in the nature of a writ of
quo warranto lies against one who usurps such an office. (Angell, Corp., 476, 478, 480; Com. ex rel. Clements vs. Arrison, 15 Serg. & R., 127; 16 Am. Dec, 531; Atty. Gen. vs. Utica Ins. Co., 2 Johns, Ch., 371; People ex rel. Atty. Gen. vs. Utica Ins. Co., 15 Johns, 358; 8 Am. Dec, 243; Com. vs. Union F. & M. Ins. Co., 5 Mass., 231; 4 Am. Dec, 50; Gunton vs. Ingle, 4 Cranch, C. C, 438; Fed. Cas. No. 5,870; People ex rel. Israel vs. Tibbets, 4 Cow., 388; State ex rel. Dunlap vs. Stewart, 6 Houst. [Del.], 359; State ex rel. Danforth vs. Hunton, 28 Vt, 594; Hullman vs. Honcomp, 5 Ohio St., 237; State ex rel. Kilbourn vs.
Tudor, 5 Day, 329; 5 Am. Dec, 162; 23 Am. & Eng. Enc Law [2d ed.],
640; 32 Cyc, 1425; Spelling, Extr. Rem., sees. 1831, 1842, 1855.)”

According to Ruling Case Law, in the article on quo warranto, the
view in England has been that public offices are only those which were
a part of the machinery of government, and that offices in a private
corporation are not of a public nature. This view has been followed in
Canada, and by a few of the American courts, but in nearly all the
states of the latter country, it is held that an office in a private
corporation is a public office.

“In nearly all the states of this country it is
held that the remedy by quo warranto or information in the nature
thereof lies against one who usurps an office in a private corporation.
The general principle underlying this conclusion is that corporations
chartered by the state or organized under the general statutes of the
state are public franchises, regardless of the character of the
corporation, and that the usurpation of a corporate office, therefore,
amounts to the usurpation of a privilege granted by the state.” (22
Ruling Case Law, p. 666.)

Corpus Juris, vol. 51, p. 318, says:

“Apart from statute, an office in a private
corporation, created and chartered by the state, is deemed to be of a
public character, or the public is deemed to have an interest therein,
in such a sense and to such an extent as to render the remedy available
against a person who, not being lawfully entitled to do so, holds the
office.”

Fletcher’s Corporations (Rev. ed., vol. 5, pp. 813, 814), says:

“It is quite well settled at present, however, that offices in a private corporation are sufficiently public
in character to warrant an information in the nature of quo warranto in
case of usurpation thereof, and to oust an incumbent who has no title
thereto, * * *.”

Also in volume 2 of the same work, pages 128, 129, it is said:

“When any corporate office is usurped by one who
has no title thereto, * * * quo warranto will lie to determine the
title to the office, and to oust the incumbent from the exercise
thereof. And the proceedings may be instituted either by the person who
claims to be entitled to the office, or by a stockholder.”

In the case of Dennistoun vs. Davis (179 Minn., 373; 229 N. W., 353), the Supreme Court of Minnesota held as follows:

“Action by quo warranto to test the title to office
in a private corporation may be brought in the district court by other
officers and stockholders of the corporation without application to, or
action by, the Attorney General.”

In Hornady vs. Goodman (167 Ga., 555; 146 S. E., 173), the court held:

“If each citizen and taxpayer of any political
subdivision of the state has such an interest in the question of who
shall hold public office therein as will authorize the writ of quo
warranto to issue at his instance, to inquire into the right of one
holding a public office therein to function as such, and if, as seen in
McCarthy vs. McKinney, Hussey vs. Gallagher, and Harris vs.
Pounds, supra, quo warranto is the remedy to test the title of one
holding an office in a private corporation, whether such corporation be
one organized for gain to its stockholders, or for benevolent,
charitable, or religious purposes, then certainly the members of a
civic and social club have a similar right to have judicial inquiry
made to determine the question of whether one is legally assuming and
exercising the function devolving upon the executive head of a civic
and social organization, whose members are socially upon a level, that
owns exceedingly valuable property, and receives large revenue from the
use of certain of its property by others.”

In the case of State ex rel. N. W. Colonization and Improv. Co. vs.
Huller (23 N. M., 306; 168 Pac, 528; 1 A. L. R.( 170), the court,
distinguishing between quo warranto proceedings to dissolve a
corporation, or to try the right to a government office, and those to
test the title to an office in a private corporation, declared the
doctrine to be that in the first case only the Attorney-General may
institute the proceedings while in the second case a private individual
who has an interest in the office may himself institute the
proceedings, without the Attorney-General’s intervention ; the reason
for this doctrine being that in the former case the interest is
essentially public, whereas the latter case deals essentially with
private rights and private grievances. The court said:

“This brings us to the next phase of appellant’s
objection, as to the right of relator to be heard. This objection, as
stated under point 2 in appellant’s brief, is that ‘informations in the
nature of quo warranto, brought against individuals to inquire by what
right they use and exercise the liberties, privileges, and franchises
of a corporation, must be brought by and in behalf of the state, and
filed and prosecuted by the attorney-general of the state.’

“In support of this contention appellants cite numerous authorities.
The most succinct statement of the entire question, however, we
believe, is given in Bailey on Habeas Corpus, at sec. 343, from which
we quote &s follows: ‘At common law, private individuals, without
the intervention of the attorney general, cannot, either as of right or
by leave of court, file an information in the nature of a quo warranto.
The abuse of a public franchise under color of a legislative grant is a
public wrong, as distinguished from a private grievance; hence, the
remedy by quo warranto must proceed from the attorney general, or some
authorized agent of the sovereign power, to dissolve it. In cases
involving merely administration of corporate functions or duties which
touch practically only individual right, such as the election of
officers, admission of a corporate officer or member, and the like, the
writ may issue at the suit of the attorney general, or of any person desiring to prosecute the same, where such method has the sanction of statutory permission; and where not,
and such private person has an interest which is injuriously affected,
of such a character as will satisfy the proceedings, he may, upon leave
of the court, in the name of the state or attorney-general, prosecute
such proceedings.’

“It is our opinion that the appellants
have fallen into error in an assumption that the sole question under
consideration in the present case is one affecting public interest,
such as might be said to arise from the abuse of a public franchise,
referred to by Mr. Bailey. We have already pointed out in this opinion
that, where the object of a suit is to dissolve a corporation or seize
its franchises, the action can only be prosecuted in the name of the
state. This principle is well stated by Mr. High, in his work on
Extraordinary Legal Remedies, in the following language (sec. 624):
‘Since, under the American system, all power emanates from the people,
who constitute the sovereignty, the right to inquire into the authority
by which any person assumes to exercise the functions of a public
office or franchise is regarded as inherent in the people in the right
of their sovereignty.’

“This case does not involve a public
question, such as would arise were an attack made upon the franchise of
the corporation, bur is a case involving a private right, and one such
as referred to by Mr. Bailey, when he speaks of a case involving merely
the administration of corporate functions or duties, which touch
practically only individual rights, such as election of officers,
admission of a corporate officer or member, and the like; in which
cases this author recognizes the right of a private person, having an
interest which is injuriously affected, to maintain proceedings in the
nature of quo warranto, upon leave of court, in the name of the state
or attorney general. (See also High, Extra. Leg. Rem., sec. 654.) Mr. Bailey supports his text by the citation of the following authorities: Murphy vs. Farmers’ Bank (20 Pa., 415); People ex rel. Jones vs. North Chicago R. Co. (88 111., 537) ; Kenney vs. Consumers’ Gas Co., 142 Mass. (417; 8 N. E., 138); State vs. Paterson & H. Turnp. Co. (21 N. J. L.t 9).

“Upon examination of the Pennsylvania case referred to, a first
impression would seem to warrant the conclusion that the case was not
authority, because the opinion of the court is an interpretation of a
legislative act of 1836, conferring the right to maintain the action on
‘any person or persons desiring to prosecute the same.’ A more careful
examination of the case, however, discloses that the tame words appear
in the Statute of Anne, and were evidently taken from that statute. So
that we may reasonably assume that the conclusion of the court would
have been the same had the Statute of Anne been alone under
consideration. This case is so instructive as pointing out the
distinction between the use of the remedy of quo warranto in cases
involving public right only and in cases involving individual
grievances, that we take the liberty of quoting somewhat extensively
therefrom. The court said:

” ‘The Statute of Anne was
enacted in 1710, and gave jurisdiction in quo warranto to the Queen’s
Bench. In 1722 our Supreme Court was authorized to issue habeas corpus,
certiorari, writs of error, and all remedial writs, and were clothed
with the same jurisdiction and powers as the justices of the court of
King’s Bench, common pleas, and exchequer, at Westminster. This was a
sufficient warrant for this court to adopt in practice a rule
prescribed in the Statute of Anne, and justifies the remark of Judge
Gibson in Burrell’s Case, 7 Pa., 34, that the substance of that statute
had been adopted before our Revolution, as part of our common law.

” ‘These words have been the subject of judicial decisions, and the
authorities show that they do not give a private relator the writ of
quo warranto in a case of public prerogative involving no individual grievance. On this point the authorities are full, direct, and harmonious. The usurpation of an office, established by the Constitution, under color of an executive appointment, and
the abuse of a public franchise under color of a legislative grant, are
public wrongs and not private injuries, and the remedy by quo warranto,
in this court at least, must be on the suggestion of the attorney
general, or some authorized agent of the commonwealth.

“‘For
the authorities, I refer myself to those cited in the argument of the
respondent’s counsel. They establish this as the uniform construction.
In questions’ involving * * * merely the administration of corporate
functions, or duties which touch only individual rights, such as the
election of officers, admission of a corporate officer, or member, and
the like, the writ may issue at the suit of the attorney general, or of any person or persons desiring to prosecute the same.’

“The Supreme Court of Illinois in the case of the People ex rel. Jones vs.
North Chicago R. Co., 88 111., 537, in a well-considered opinion,
clearly pointed out the difference between an offense against the
public, where the state alone may punish or waive its right to do so,
and cases affecting private or individual rights, such as ‘those which
merely affect the administration of corporate functions without
affecting the existence of the corporation.’ In the latter case it was
held that the courts may interpose on a proper showing.

“We
therefore conclude that information in the nature of quo warranto,
brought against individuals to inquire by what right they use or
exercise the liberties, franchises, and privileges of a corporation,
may be brought on behalf of the state, on the relation of any person or persons having

The following statement appears in a note appended to this case:

“The reader may be interested to know that it is
settled law that the right of a person assuming to act as an officer or
director of a private corporation may be tested upon the relation of
any one having a direct interest in the affairs of the corporation
(Com. vs. Union F. & M. Ins. Co. [1809], 5 Mass., 230; 4 Am. Dec, 50) such as another director (Place vs. People [1899], 83 111. App., 84), or a stockholder (People ex rel. Matthiessen vs.
Lihme [1915], 193 111. App., 341, affirmed in [1915], 269 111. App.
351; 109 N. E., 1051; Ann. Cas., 1916E, 959; Com. ex rel. Morris vs. Stevens [1895], 168 Pa., 582; 32 Atl., Ill; Com. ex. rel. Lauffer vs. Stevenson [1901], 200 Pa., 509; 50 Atl., 91; State ex rel. Mitchell vs. Horan [1900], 22 Wash., 197; 60 Pac, 135).”

One of the cases cited in the above quoted note is that of Commonwealth vs.
Union Insurance Co. (5 Mass., 230; 4 Am. Dec, 50). In that case a
motion was filed on behalf of seventeen persons alleging themselves to
be members of the corporation, for an order directed to the defendants,
to show cause why an information in the nature of a quo warranto should
not be filed against them, dissolving the company, and adjudging void
their corporate powers. The court held:

“Informations of this nature are properly grantable
for the purpose of inquiring into the election or admission of an
officer or member of a corporation, when moved for by any person
interested in, or injured by, such election or admission, if the same
was unduly made. * * *

“But an information for the purpose
of dissolving the corporation, or of seizing its franchises, cannot be
prosecuted but by the authority of the commonwealth, to be exercised by
the legislature, or by the attorney or solicitor general acting under
its direction or ex officio in its behalf. For the commonwealth may
waive any breaches of any condition, expressed or implied, on which the
corporation was created, and we cannot give judgment for the seizure by
the commonwealth of the franchises of any corporation, unless the
commonwealth be a party in interest to the suit, and thus assenting to
the judgment. This distinction between informations in the nature of a
quo warranto, to impeach any election or admission of a corporate
officer or member, and informations to dissolve a corporation is well
settled, and upon sound principles of law: Rex vs. Corporation of Carmarthan, 2 Burr., 869.”

All of the above authorities hold that quo warranto lies against
one who usurps an office in a private corporation upon the ground that
such an office is of a public character in such a sense and to such an
extent as to render this remedy available against a person who, not
being lawfully entitled to do so, holds an office in a private
corporation. In the cases cited, which consider the question as to who
has a right to maintain quo warranto proceedings, it appears that the
right of a person assuming to act as an officer of a private
corporation may be tested upon the relation of anyone having a direct
interest in the affairs of the corporation. Some of these authorities
hold, independently of statutory provisions, that a private person has
a right to test the title to an office in a private corporation by quo
warranto proceedings.

It follows that the office of administrator of the Hospicio de San
Jose is, at least, an office public in character and that quo warranto
will lie against one who usurps that office.

The defendant-appellee insists that section 201 of the Code of
Civil Procedure refers only to government offices and that section 197
of that Code is the “only one remaining section that permits the filing
of quo warranto action to try title to an office.”

The appellee also insists that, according to paragraph 3 of the
deed of donation, the provincial fiscal is the only person authorized
to bring this action.

This paragraph establishes the procedure to be followed for the ousting of an administrator for the reasons specified therein.

It provides for the removal of an administrator, who, as such,
fails to comply with his obligations; who, while acting in his official
capacity, violates any of the provisions of Act No. 3239, such as
discriminating in the admission of persons on account of religion;
failing to insure all of the property of the Home; admitting persons
who are not destitute ; selling real property donated to the Home and
failing to apply the income as provided in that law. This section also
provides for the removal of an administrator who becomes insane; who is
inept or lacks the aptitude or capacity to carry on the work assigned
to him in Act No. 3239 and in the deed of donation. In such cases the
provincial fiscal of Cebu is the person authorized to bring an action
for the removal of the administrator under section 583 of the Code of
Civil Procedure.

The procedure prescribed in paragraph 3 of the deed of donation is
not available against one who usurps, intrudes into, or unlawfully
holds, the office of administrator of the Hospicio de San Jose.

In this case there is a genuine controversy as to who has a right
to the office of administrator of the Hospicio de San Jose. The
plaintiff, the intervenor and the defendant claim the right to that
office under paragraph 2 of the deed of donation. They all allege their
reasons for making this claim. The defendant is the actual
administrator. If he has invaded or usurped the right of either the
plaintiff or the intervenor, as alleged, there should be a way by which
they can bring their grievance to the courts and have their rights, if
they have any, restored to them. If there was no provision in our
statute books with respect to quo warranto proceedings, would a person
deprived of his right to an office in a private corporation, by force
or fraud, have no recourse to the courts for the enforcement of his
right, because there was no law prescribing a procedure for such
action? The mere statement of the question gives the answer to it; for
the right of every citizen to his day in court inheres in him and
exists independently of constitutional provisions. As said in 12 C. J.,
1287:

“Among the most highly prized and hardly won of the
rights conferred by Magna Charta were those guaranteed by the brief but
expressive clause: ‘We will sell to no man, we will not deny to any man
either justice or right.’ In a large number of state constitutions
provisions of like import have been inserted to the effect that the
courts shall be open to every person; that each individual shall have a
prompt and certain remedy by due course of law for injuries which he
may receive in his person, property, or reputation; that he shall
obtain such remedy freely without being obliged to purchase it; and
that justice shall be administered impartially and without prejudice. *
* *”

“These constitutional guarantees do not create any new right but are merely declarations of fundamental principles. * * *”

It is the duty of courts to so construe statutes as to do no one injustice and so as to avoid absurd results. This court said In re Allen (2 Phil, 630, 643):

“* * * it is the duty of courts in interpreting statutes to so construe them, if possible, as to do no one injustice.”

In the case of Heydenfeldt vs. Daney Gold and Silver
Mining Company (93 U. S., 634-638) it was said: “If a literal
interpretation of any part of it (statute) would operate unjustly, or
lead to absurd results, or be contrary to the evident meaning of the
Act taken as a whole, it should be rejected.”

Should the phrase “public office” in section 201 of the Code of
Civil Procedure be interpreted so as to deny to an individual his
inherent right to seek redress for his grievances in the courts of the
land? This court cannot lend itself to the accomplishment of such a
result, particularly where the only means thereto is by a resort to a
technicality that is, at best, of doubtful application, and is
certainly not conducive to public interest or welfare. It must be borne
in mind that “it is a principle in the construction of statutes that
the legislature does not intend * * * to interfere with the liberty or
rights of the citizen * * * by doubtful language.” (Sutherland’s
Statutory Construction, vol. 2, p. 502.)

Section 197 of the Code of Civil Procedure does not exclude an
action by an individual and at the most it is permissive in character.

“SEC. 197. Usurpation of an office or franchise.—A civil action may be brought in the name of the Government of the Philippine Islands:

“1. Against a person who usurps, intrudes into, or unlawfully holds or
exercises a public civil office or a franchise within-the Philippine
Islands, or an office in a corporation created by the authority of the
Government of the Philippine Islands;”

The government may waive any breaches of any condition, expressed
or implied, on which a corporation was created. If the Government of
the Philippine Islands should decide not to bring this action at the
instance of the plaintiff or the intervenor, they would be left without
recourse to the courts. There would be no way by which the
Solicitor-General could be compelled to aid them in vindicating their
alleged private or individual rights. This case does not involve a
public question, such as would arise were an attack made upon the
franchise of a corporation, but is a case involving a private right,
and one such as referred to by Mr. Bailey, supra, when he speaks of a
case involving merely the administration of corporate functions or
duties, which touch practically only individual rights; in which cases
that author recognizes the right of a private person, having an
interest which is injuriously affected, to maintain proceedings in the
nature of quo warranto.

This court held in the cases of Navarro vs. Gimenez (10 Phil., 226), and Lino Luna vs.
Rodriguez (36 Phil., 401), that a person entitled to a public office
may maintain quo warranto without intervention of the Attorney-General,
or the fiscal, and without necessity of first obtaining leave of the
court.

In the case of A. L. Ammen Transportation Co. vs. Golingco
(43 Phil., 280), this court held: “If the right which any public
utility is exercising pursuant to lawful order of the Public Utility
Commissioner has been invaded by another public utility, it is not
essential that an action be maintained by the Government of the
Philippine Islands under section 197 of the Code of Civil Procedure,
but, in appropriate cases, actions may be maintained by the complainant
public utility.”

Paraphrasing the above we hold that if the right of any person to
an office in any corporation created by the authority of the Government
of the Philippine Islands has been invaded or usurped by another, it is
not essential that an action be maintained by that Government under
section 197 of the Code of Civil Procedure, but such action may be
maintained under section 201 of that Code by a person having an
interest which is injuriously affected.

The order of the lower court of April 4, 1933, sustaining the
demurrer of the defendant-appellee to the first and third causes of
action of the complaint of the plaintiff-appellant is reversed. The
order is affirmed in so far as it applies to the second cause of action
of that complaint. The procedure provided in paragraph 3 of the deed of
donation is applicable to the facts alleged in that cause of action.
The order sustaining the demurrer of the defendant-appellee to the
complaint in intervention filed by the intervenor-appellant is reversed
and this case is remanded to the court of origin for further
proceedings in accordance with law and this decision, without costs. So
ordered.

Malcolm, Villa-Real, Hull, and Imperial, JJ., concur.