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Legal Advice needed
RE: Second Amendment to the Soho Central Condominium Master Deed
Dear Lawyers,
We are unit owners at Soho Central Condominium in the area of Greenfield District in Mandaluyong. While there had been rumors about connections being made to our building by breaching the walls to Twin Oaks condominium via some agreement in the past, no unit owner we know ever saw a copy of such an agreement or the Second Amendment to the Master Deed which we had to get copies since none were distributed.
We only found out about the Second Amendment’s existence by a letter distributed to all mailboxes in the building regarding an Annotation to the Second Amendment this year. You may view that letter at this link:
https://drive.google.com/file/d/0B0Sq5pyrVRznd3BraVBZUHp0TDg/view?usp=sharing
We were never shown the second amendment prior to turnover and no unit owner since then was shown this document up until our discovery. The lack of transparency for buyers and unit owners is now a concern for a document we view with sadness given that is was not shown or fully explained.
There was no mention at this year’s attempted Annual Meeting about this amendment even though someone on the Board must have known.
Was any buyer prior to turnover in 2009 told about or shown this second amendment? We are not aware of any.
The following link is to the document obtained from HLURB with various papers. There are also no reasons for approval by HLURB. If that agency needs to approve, what are the reasons?
https://drive.google.com/file/d/0B0Sq5pyrVRznVFdfVUVCMUd1bUU/view?usp=sharing
There is mention of Annex A (land title) in the papers; that was not provided by HLURB and removed when making copies. Here is that document - https://drive.google.com/file/d/0B0Sq5pyrVRznSjEzRlhWY0FvRlU/view?usp=sharing
Turnover was in May/June 2009 and it took until November 7, 2012 for the transfer of title to take place.
Thank you for any advice.
Sincerely,
Unit Owner name(s)
Re: Legal Advice needed (RE: Second Amendment to the Soho Central Condominium Master Deed)
ReplyDeleteDear Soho Central Condominium Unit Owners,
Being a lawyer, but not a Soho Central Unit Owner, I have read your post about the process to amend the Soho Central Condominium Master Deed (Second Amendment) with interest.
After going through the correspondence between developer(s) and he Housing and Land Use Regulatory Board (HLURB) and the applicable legislation (Republic Act No. 4726, as amended by Republic Act No. 7899, also mentioned in the correspondence), I believe that the amendment of the master-deed as prepared in the year 2009 cannot (anymore) become effective, even though the HLURB has still recognized the (proposed) "amendment and annotation to the title" and has "added it to the project's official file" on 10 August 2015. However, this letter of 10 August 2015 does not state that the HLURB has also "approved" it, or is -at least- very unclear about this.
Main reason for my conclusion is that amendments of the master-deed can only take effect upon registration of an instrument that is agreed to by a simple majority of the registered owners of the property (kindly see last part of section 4 of RA No. 4726, as amended by RA No. 7899, copied below). Hence, before registration of the instrument to amend the master deed, the Register of Deeds would have to verify that this essential condition is met. Given that it will appear from the Register that registered owners have changed since March of 2009, registration of the amendment should be refused, as its validity would require a simple majority among current registered owners.
Even though the HLURB has acknowledged that an amendment was prepared by the majority of registered owners on the 1st of April 2009 (what's in a date!), the Director of the Register of Deeds will have to verify this majority again against the current situation in the Register and he/she will see that developers Meridien and Greenfield (the parties to the master deed amendment agreement of 2009) do not constitute a (simple) majority of registered owners as required by Law.
Needles to say that the registration of a retroactive amendment to a master-deed based on a situation that occurred in the past, but has essentially changed in the meantime, is not possible.
Hope this explanation is helpful.
Kind regards,
Legal Adviser
PS (relevant provision of the Law - RA No. 7899)
SECTION 1. Section 4, last paragraph of Republic Act No. 4726 is hereby amended as follows:
“SECTION 4. x x x
“The enabling or master deed may be amended or revoked upon registration of an instrument executed by a simple majority of the registered owners of the property: Provided, That in a condominium project exclusively for either residential or commercial use, simple majority shall be on a per unit of ownership basis and that in the case of mixed use, simple majority shall be on a floor area of ownership basis: Provided, further, That prior notifications to all registered owners are done: and Provided, finally, That any amendment or revocation already decided by a simple majority of all registered owners shall be submitted to the Housing and Land Use Regulatory Board and the city/municipal engineer for approval before it can be registered. Until registration of a revocation, the provisions of this Act shall continue to apply to such property”.
Source: HLURB-website
UPDATE! (kindly see my previous remarks)
ReplyDelete2/2 Re: Legal Advice needed (RE: Second Amendment to the Soho Central Condominium Master Deed)
Dear Soho Central Condominium Unit Owners,
After having read the master deed for the Soho Central Condominium Project, it has become clear to me that the developers have already been able to register the March 2009 amendment of the master-deed with the Register of Deeds on 1st of April 2009.
This means that developers Meridien and Greenfield may have had the required simple majority of registered owners at the time of registration and may have also met the other requirement of the Law that all registered owners have been notified before registration.
However, the developer has apparently not met the remaining essential requirement of the Law (prior approval for the amendment from the HLURB):
- the amendment ... "shall be submitted to the Housing and Land Use Regulatory Board and the city/municipal engineer for approval BEFORE it can be registered."
Depending on the Law on the Register of Deeds, the entry of the second amendment of the mother deed may be null and void and it may therefore be possible to request its removal, after providing evidence that the necessary approval from the HLURB has not been obtained prior to registration on 1st of April 2009.
Apologies for the misunderstanding from my side!
Hope it is now more clear.
Kind regards,
Legal Adviser
Dear Legal Adviser,
ReplyDeleteThank you for this valuable reply and for taking the time to give this analysis.
Soho Central Resident Owner