LUZON STEVEDORING V. LAND REGISTRATION COMMISSION 1.
In the merger agreement two juridical persons took part as parties
TOPIC: STATUTORY MERGER thereto: LUSTEVECO and VISTRANCO. The former was merged into the latter. FACTS: 2. Under the stipulations in the Merger Agreement, LUSTEVECO 1. On 1958, Luzon Stevedoring Company, Inc. (LUSTEVECO) and the conveyed, assigned, transferred, parted with, passed to and vested Visayan Stevedore Transportation Company (VISTRANCO), both in VISTRANCO, the ownership, possession, use and control of all its domestic corporations, entered into a Merger Agreement. business, property, assets and goodwill, including its real property, 2. The Merger Agreement stipulates: etc. a. That LUSTEVECO conveys, assigns, and transfers all of its 3. It hardly could be claimed and contended that in the merger business, property, assets and goodwill VISTRANCO. agreement in question no transfer or conveyance of property was b. That VISTANCRO will change its corporate name to Luzon effectuated which would take it away from the payment of fees Stevedoring Corporation (LSC). required by paragraphs C-16 and C-17, section 114, Act 496, 3. On 1959, LSC requested the Registrar of Deeds of Pampanga to cancel otherwise known as the Land Registration Act, as amended by five TCTs covering several parcels of land in Pampanga owned by Republic Acts Nos. 117 and 928. LUSTEVECO and to issue the corresponding TCTs in the name of LSC 4. The appellant also contends that "the transfer or conveyance without payment of registration fees. contemplated in par. C-16 of Republic Act No. 928 is that in which a 4. Registrar of Deeds replied that the merger agreement involved consideration is an essential requisite for its efficacy." transfer or conveyance of property and that unless the fees for its a. The contention is without merit. Not the consideration of a registration be paid first, the agreement could not be registered. transfer or conveyance of property but the service to be 5. LSC replied and said that they disagreed with such view, on the rendered by the Registrar of Deeds is the reason for the ground that the transfer of assets involved in the merger was not that requirement of the payment of Republic Act No. 928. contemplated by paragraphs C-16 and C-17 of Republic Act No. 928 and requested the Registrar of Deeds of Pampanga to reconsider his PROVISION: refusal to register the instrument, or, if the refusal be not Republic Act No. 928 expressly provides that reconsidered, to elevate en consulta the case to the Land Registration C. Fees payable to the Register of Deeds. The register of deeds shall collect fees Commission. for all services rendered by him under this Act in accordance with the following 6. Upon elevation to the Land Registration Commission, the latter schedule: issued a resolution upholding the refusal by the RD of Pampanga to xxx xxx xxx register a contract entitled Merger Agreement without the fees for 16. For the registration of a deed of sale, conveyance, transfer, exchange, partition or donation; . . . (Emphasis supplied). its registration being paid first.
ISSUE: Whether the absorption or acquisition by the VISTRANCO, the name
of which was later on changed to LSC, the herein appellant, of the assets or property of 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.