REYNALDO M. LOZANO, Petitioner, v. HON. ELIEZER R. DE LOS SANTOS, Presiding Judge, RTC, Br. 58, Angeles City; and ANTONIO ANDA, Respondents. PUNO, J.:

​DOCTRINE: Corporation by estoppel is founded on principle of equity and is designated to prevent injustice and unfairness. It applies when persons assume to form a corporation and exercise corporate functions and enter into business relations with third persons. Where there is no third person involved and the conflict arises only among those assuming to form a corporation, who therefore know that it has not been registered, there is no corporation by estoppel.

FACTS:
Petitioner Reynaldo Lozano and respondent Antontio Anda agreed to consolidate their respective Jeepney Associations, to which they are presidents. They conducted an election for one set of officers of the consolidated association, where petitioner was the winner. Respondent, however, refused to abide by the agreement which prompted petitioner to institute an action for damages in the trial court which was denied for being. intra corporate, and was held to be within the jurisdiction of the SEC.

ISSUE:
Whether there is a corporation by estoppel placing the case within SEC jurisdiction,

HELD:
​NONE. The unified association was still a proposal and had not been approved by the SEC, neither had its officers and members submitted their AOI. Their respective associations are distinct and separate entities, petitioner and private respondent does not have an intra- corporate relation much less do they have an intra-corporate dispute. The SEC has no jurisdiction over the complaint. The doctrine of corporation by estoppel advance by private respondent cannot override jurisdictional requirements. Jurisdiction is fixed by law and is not subject to the agreement of the parties. Corporation by estoppel is founded on principle of equity and is designated to prevent injustice and unfairness. It applies when persons assume to form a corporation and exercise corporate functions and enter into business relations with third persons. Where there is no third person involved and the conflict arises only among those assuming to form a corporation, who therefore know that it has not been registered, there is no corporation by estoppel.