The Philippine National Red Cross (PNRC) is a sui generis entity, not strictly a private corporation within the contemplation of the constitutional prohibition against the creation of private corporations by special law (Article XII, Section 16 of the 1987 Constitution). Therefore, Republic Act No. 95, as amended (the PNRC Charter), is valid and constitutional in its entirety. The Court should not rule on constitutional questions unless they are the very lis mota of the case and were raised by the parties.

The original case involved a petition to declare Senator Richard J. Gordon as having forfeited his Senate seat for concurrently holding the office of Chairman of the PNRC Board of Governors, allegedly in violation of Section 13, Article VI of the 1987 Constitution. In its Decision dated July 15, 2009, the Supreme Court held that Gordon did not forfeit his seat because the office of PNRC Chairman is not a government office or an office in a government-owned or controlled corporation (GOCC). However, the same Decision declared void certain sections of the PNRC Charter (R.A. No. 95, as amended) for creating the PNRC as a private corporation through a special law and ruled that PNRC should incorporate under the Corporation Code if it wishes to be a private corporation.

• The Supreme Court, in its Decision of July 15, 2009, ruled that respondent Richard J. Gordon did not forfeit his Senate seat by serving as Chairman of the Philippine National Red Cross (PNRC), as the PNRC chairmanship is not a government office or an office in a GOCC.
• The same Decision, however, declared void Sections 1, 2, 3, 4(a), 5, 6, 7, 8, 9, 10, 11, 12, and 13 of the PNRC Charter (R.A. No. 95, as amended by P.D. Nos. 1264 and 1643) because they create the PNRC as a private corporation or grant it corporate powers by special law, which is proscribed by the Constitution.
• Respondent Gordon filed a Motion for Clarification and/or Reconsideration, and movant-intervenor PNRC filed a Motion for Partial Reconsideration, both challenging the Court's ruling on the unconstitutionality of the PNRC Charter.
• PNRC was established by R.A. No. 95 in 1947, succeeding the American Red Cross chapter in the Philippines, to fulfill the country's obligations under the Geneva Conventions.
• The PNRC Charter has been amended several times, including by P.D. Nos. 1264 and 1643, and its existence as a chartered corporation had remained unchallenged for over 60 years.
• The PNRC is a member of the International Red Cross and Red Crescent Movement, performing humanitarian functions as an auxiliary to the public authorities, particularly in disaster relief and blood services.
• The International Federation of Red Cross and Red Crescent Societies (IFRC) submitted a position paper characterizing National Societies like PNRC as sui generis, being both private institutions and public service organizations, regulated by international humanitarian law and requiring independence.

• The original petitioners (Liban, et al.) argued that Richard J. Gordon, by serving as Chairman of the PNRC, held an incompatible office which should cause the forfeiture of his Senate seat under Article VI, Section 13 of the 1987 Constitution, premised on the PNRC being a government-owned or controlled corporation (GOCC). (This was their original argument leading to the initial decision, the part of which declaring the PNRC charter unconstitutional is now being reconsidered).

• Respondent Richard J. Gordon argued that the Court went beyond the case in deciding the constitutionality of R.A. No. 95 (PNRC Charter) as this issue was not raised by the parties and was not the lis mota.
• Gordon contended that since the Court found the petitioners lacked standing, the pronouncement on the validity of R.A. No. 95 should be considered obiter dictum.
• Movant-intervenor PNRC argued that the assailed Decision declaring its Charter unconstitutional deprived it of its constitutional right to due process, as it was not a party to the original controversy and the constitutionality of its Charter was never an issue.
• PNRC asserted that its current charter is P.D. No. 1264, not R.A. No. 95, and P.D. No. 1264 was not a creation of Congress.
• PNRC maintained that its structure is sui generis, being a class of its own: an auxiliary to the government performing humanitarian functions, a neutral entity separate from government control, yet not strictly private.

• Whether the Court should reconsider its pronouncement in the July 15, 2009 Decision declaring certain provisions of the PNRC Charter (R.A. No. 95, as amended) unconstitutional.
• Whether the issue of the constitutionality of the PNRC Charter was the lis mota of the case.
• Whether the PNRC is a private corporation subject to the constitutional prohibition against creation by special law, or if it possesses a sui generis character.

• The Supreme Court granted the Motions for Clarification and/or Reconsideration and Partial Reconsideration, modifying its July 15, 2009 Decision.
• The Court ruled that the issue of the constitutionality of R.A. No. 95 (PNRC Charter) was not raised by the parties and was not the lis mota of the case. Therefore, the Court should have exercised judicial restraint and not declared void certain sections of the PNRC Charter.
• The Court recognized that the PNRC has existed for over 60 years, and its charter had remained unchallenged despite constitutional proscriptions against creating private corporations by special law, indicating a recognition that PNRC is not strictly a private corporation.
• The Court held that the PNRC is a sui generis entity due to its unique history, public service, official status accorded by the State and international community, and its role as an auxiliary to the State in fulfilling obligations under the Geneva Conventions. It is neither a government instrumentality nor strictly a private corporation.
• The PNRC's creation by special charter does not fall within the spirit of the constitutional prohibition, which aims to prevent granting special privileges to particular individuals or groups, as PNRC serves the common good.
• The Court emphasized that requiring PNRC to organize under the Corporation Code would overlook its special status under international humanitarian law and its role as an auxiliary to the State.
• Consequently, the Court declared that R.A. No. 95, as amended, remains valid and constitutional in its entirety. The dispositive portion of the original Decision was modified to remove the declaration of unconstitutionality of the PNRC Charter provisions.

• Lis Mota — The very cause of the suit or action; the central issue raised in a case. The Court reiterated the rule that it will not pass upon a constitutional question unless it is the very lis mota of the case, raised by the parties, and unavoidable for the resolution of the case. In this case, the constitutionality of the PNRC Charter was not the lis mota, so the Court should not have ruled on it.
• Judicial Restraint — The principle that courts should defer to the decisions of the elected branches of government or avoid making decisions on constitutional issues if a case can be resolved on other grounds. The Court applied this by stating it should have refrained from ruling on the PNRC Charter's constitutionality, especially since there was another ground (petitioners' lack of standing) for judgment.
• Sui Generis — Of its own kind or class; unique. The Court characterized the PNRC as a sui generis entity, meaning it has a unique nature not fitting neatly into traditional classifications of private or public corporations. This status arises from its history, its role under international humanitarian law (Geneva Conventions), its function as an auxiliary to the State, and its need for independence and neutrality.
• Pacta Sunt Servanda / Incorporation Clause (Art. II, Sec. 2, 1987 Constitution) — Generally accepted principles of international law are part of the law of the land. The Court recognized the Philippines' adherence to the Geneva Conventions and the PNRC's unique status under these international obligations, which must be harmonized with domestic constitutional provisions like Article XII, Section 16.
• Constitutional Prohibition on Creation of Private Corporations by Special Law (Art. XII, Sec. 16, 1987 Constitution) — Congress shall not, except by general law, provide for the formation, organization, or regulation of private corporations. The Court held that the PNRC, due to its sui generis nature and public purpose, does not fall within the spirit of this prohibition, which is aimed at preventing the grant of special privileges to private interests.

• This Court will not touch the issue of unconstitutionality unless it is the very lis mota. It is a well-established rule that a court should not pass upon a constitutional question and decide a law to be unconstitutional or invalid, unless such question is raised by the parties and that when it is raised, if the record also presents some other ground upon which the court may [rest] its judgment, that course will be adopted and the constitutional question will be left for consideration until such question will be unavoidable.
• The PNRC, as a National Society of the International Red Cross and Red Crescent Movement, can neither "be classified as an instrumentality of the State, so as not to lose its character of neutrality" as well as its independence, nor strictly as a private corporation since it is regulated by international humanitarian law and is treated as an auxiliary of the State.
• Based on the above, the sui generis status of the PNRC is now sufficiently established. Although it is neither a subdivision, agency, or instrumentality of the government, nor a government-owned or -controlled corporation or a subsidiary thereof... such a conclusion does not ipso facto imply that the PNRC is a "private corporation" within the contemplation of the provision of the Constitution, that must be organized under the Corporation Code.
• The structure of the PNRC is sui generis, being neither strictly private nor public in nature. R.A. No. 95 remains valid and constitutional in its entirety.

• Alvarez v. PICOP Resources, Inc. — Cited for the rule that the Court will not touch the issue of unconstitutionality unless it is the very lis mota and raised by the parties.
• Laurel v. Garcia — Cited by respondent Gordon to support the argument that the Court should not pass upon a constitutional question if the case can be disposed of on some other ground.
• Feliciano v. Commission on Audit — Referenced for explaining that the purpose of the constitutional prohibition against Congress creating private corporations by special charter was to prevent granting special privileges to certain individuals, families, or groups. The Court found PNRC's creation does not violate this spirit.
• Ebro III v. National Labor Relations Commission — Cited to support the statement that the Geneva Convention has the force and effect of law.

• 1987 Constitution, Article VI, Section 13 — Prohibits Senators or Members of the House of Representatives from holding any other office or employment in the Government or any GOCC during their term without forfeiting their seat. Relevant to the original issue of whether Gordon forfeited his Senate seat.
• 1987 Constitution, Article XII, Section 16 — Prohibits Congress from creating private corporations except by general law (e.g., Corporation Code). Government-owned or controlled corporations may be created by special charters. This was the provision central to the controversy over the PNRC Charter's validity.
• 1935 Constitution, Article XIV, Section 7 — The precursor to Article XII, Section 16 of the 1987 Constitution, similarly prohibiting the creation of private corporations by special law. Relevant as R.A. No. 95 was enacted under this Constitution.
• 1973 Constitution, Article XIV, Section 4 — Similar provision to the 1935 and 1987 Constitutions regarding the creation of private corporations.
• Republic Act No. 95 (PNRC Charter), as amended by P.D. Nos. 1264 and 1643 — The organic act of the PNRC. The Court, in this Resolution, upheld its constitutionality in entirety. Specific sections originally declared void (Secs. 1, 2, 3, 4(a), 5-13) were now held valid.
• Geneva Conventions — International treaties establishing standards for humanitarian treatment in war. The PNRC was created to assist the Republic in discharging its obligations under these conventions. The Court emphasized the PNRC's role under these conventions as a basis for its sui generis character.

• Justice Roberto A. Abad — Agreed with the majority, emphasizing that the PNRC is a sui generis entity. He argued that Congress created PNRC to comply with the Geneva Conventions, not as a typical private or government corporation. He stated that the PNRC's unique nature, derived from international humanitarian law, justifies its special creation and means it does not fit the parameters of the Corporation Code or Administrative Code. He also noted that the issue of the PNRC Charter's constitutionality was not raised by the parties and could have been avoided. He concluded that the sui generis character of PNRC compels a case-to-case approach to controversies involving it, and that this character does not necessarily overturn previous rulings like Camporedondo where PNRC was found to be a GOCC for specific purposes (e.g., labor laws).

• Justice Antonio T. Carpio — Voted to deny the motions for reconsideration. He maintained that the PNRC, even if performing public functions, is a private corporation. Thus, its creation by special charter (R.A. No. 95 or P.D. No. 1264) violates the clear constitutional prohibition (Art. XII, Sec. 16 of the 1987 Constitution and its precursors). He argued that the constitutional issue was inevitably thrust upon the Court once it found PNRC to be private, and there is no prescription to declare a law unconstitutional. He asserted that even if PNRC's existence is derived from P.D. 1264 issued by President Marcos, it would still be unconstitutional as Marcos' legislative power was subject to the Constitution. He stated that the PNRC's sui generis claim or its role under the Geneva Conventions does not exempt it from this constitutional prohibition, which admits no exception for private corporations. He concluded that while provisions recognizing PNRC as the local National Society could remain, those creating it as a corporation or granting corporate powers are void, and PNRC should incorporate under general law.