Delos Santos v Astraquillo
Tan v Sec
Facts: 1. 2.
Facts: 1.
In question are the stocks of Madrigal. Madrigal’s stocks cover 55,000 shares endorsed in blank 3. Possession was lost between 1945-1946 4. Meanwhile plaintiff bought 500,000 shares from capos, 1,100,000 shares from carl hess. 5. At the time of sale, theses stocks were with alien property custodian 6. Plaintiff applied for custody. It was granted and then later reversed. 7. Hence, they file action to establish title to the stocks (spec pro) 8. Defendants Story: Prior to the war, the stocks were bought by Madrigal in trust for Mitsui. 9. Madrigal endorsed the stocks to Mitsui but were lost, hence whoever has it looted it or got it illegally. 10. CFI: transfer of certificates to alien property custodian null and void 11. Hence, petitioner filed this case.
Issue1: WON, plaintiffs own the shares Defendants insist that they never sold the shares to Madrigal Lednicky testified seeing certificates in the name of Japanese and another of madrigal Held: A - No, they do not own the shares. L - Sec 35, Act 1459 state that no transfer shall be valid, except as between the parties, until transfer is entered and noted upon the books of the corporation. A - In the case at bar, the certificates were still under the name of Madrigal and the Mitsui. - The supposed sellers were already dead and thus could not corroborate the sale. - The conditions during the war made it impossible for the Japanese to sell the certificates. C - Hence, since the certificates were not transferred in the name of petitioner, the alleged sale is null and void. Issue2: WON, shares of stocks are negotiable instruments, transferrable when endorsed in blank. Hel: A L A
- No. - Sec 35, Art 1459 - In the case at bar, the transfer lacked registration. - certificates of stock are quasi negotiable in that it requires endorsement and delivery and requires recording in the books. C - Hence, transfer not valid. ************************************************
Petitioner had 400 shares with stock certificate no. 2. 2. He became president of the corporation. 3. While president, 2 incorporators assigned their shares to the corporation. 4. Hence, stock cert no. 2 was cancelled via resolution. 5. In order to complete the membership of the 5 directors, because two withdrew, petitioner sold 50 shares to his brother Angel Tan. 6. Due to sale of 50 shares, cert 2 was cancelled and certificates 6 and 8 were issued. 7. However, petitioner did not return his certificate no. 2. 8. After he was removed as president and much more years after the sale of the certificate, he now questions its sale. His contention is that he was deprived of his shares in that there was non endorsement or surrender of the certificates. 9. SEC ruling: cancellation of certificate no. are null and void. 10. SEC en banc, overturned the division ruling.
Issue: WON, there was delivery of Stock Certificate no. 2 despite holding it and not signing its endorsement. Held: A L
- Yes, there was. - Sec 63, Corporation Code - La Porvisora Filipinos Case: Delivery is not essential where it appears that the persons sought to be held as stockholders are officer of the corporation and have custody of the stock. - A certificate of stock is not necessary to render one holder in a corporation. A - in the case at bar, there were already two proofs that Cert 2 was already split into two: Cert 6 and Cert 8, the fact that petitioner surrendered the stock Cert 8 in lie of 2million pesos. - it was obvious that petitioner devised the scheme of not returning the cancelled stock certificate to skim off the largesse of the corporation. ************************************************* Bitong v CA 1.
2.
Petitioner filed a derivative suit against respondents Manotoc, Apostol regarding the mismanagement of PDI. Petitioner prays that the respondents be enjoined from further acting as president-director of MR an Ms., enjoined from disposing pdi shares, compel respondents to account and reconvey shares; hold respondents liable, appoint a management committee; direct management to file to enforce its rights against PDI.
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Respondents deny allegations of petitioner and state that petitioner is not the real party in interest; that petitioner is not the owners of shares ofstock with Mr and Ms. Petitioner asserts that she is a party in interest, that the stocks according to the books are actually under her name. Respondents aver that As per accounts of Enrile, Enrile thru JAKA assigned in trust his rights to the share to Apostol and there was evidence to this. Petitioner failed to contradict this evidence and at one point admitted that Enrile was her principal. How the stock certificates turned out to be in the name of petitioner is unclear but what is certain is that she was the Chief Executive Officer at a certain point and that at one time she was the one who held the record books. It was also alleged that enrile signed the transfer certificates in 1989 but that petitioner ante dated it to 1983.
Held: A - Yes. L - Street Certificate. A certificate endorsed in blank with a name of the owner at the right side is a street certificate. The owner of such blank certificate has the right to have it cancelled and a new one under her name. - The bank is not obliged to go beyond the blank certificate. A - In the case at bar, petitioner failed to demand a new stock certificate. - But RJ was still liable for estafa. ************************************************ Neugene v CA Facts: 1. 2.
Issue: WON, petitioner is a bona fide stockholder since the record books says so.
3.
Held: A L
4.
- No. - Sec 63 of Corp Code - Only Prima Facie Evidence - Oral testimony may be admitted to contradict - Requirements for a valid transfer (mandatory): 1 delivery (operative act) 2 endorsement rd 3 recorded in books to be valid against 3 ************************************************* Santamaria v HSBC Facts: 1. 2. 3. 4.
5. 6. 7. 8. 9.
Santamaria purchased 10,000 shares from Woo, UyTico A certificate in blank was endorsed to santamaria. Santamaria purchased 10,000 shares with Crown Mines thru RJ campos, a brokerage. She endorsed the same certificate still in blank, redeemable when santamaria already had the 10,000 pesos. It turned out that RJ deposited the certificate to HSBC in blank. HSBC assigned it to one of its officers, Taplin. Santamaria went back to RJ Campos with 10k but was advised that the cert was already with HSBC Santamaria filed criminal charges against RJ and then filed for collection against HSBC. The defense of HSBC was that petitioner was negligent in not demanding that a new stock certificate be created under her name.
Issue: WON, petitioner negligent.
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Neugene is a corporation with 5 incorporators: Lee, Suen, Sy, Flores Jr and Yang Jr. Flores Jr decided to sell his shares to Moreno, Yang and Sy. Sy, Yang and Sen as holders of 2/3 of the total stocks decided to dissolve the corporation and this was approved. Later on, petitioners question the dissolution in that the respondents were no longer majority stockholders during the meeting. They allege that the private respondents have divested their rights to the stockholdings when they endorsed their stock certificates in blank and delivered the same to the Uy family., the BENEFICAL owners of Neugene. It is alleged that Uy authorized Lee to dispose the same and that Lee sold the said shares to an and Martin as reflected in the Stock and Transfer Books. Private respondents claim that there was never any agreement to authorize the Uy’s to sell the stocks since this was only in trust. They claim that fraud was committed in the indorsement. SEC ruled in favor of petitioner CA rled in favor of respondents.
Issue: WON, dissolution was invalid in that the respondents were no longer majority stockholders at the meeting due to the alleged transfer of shares. Held: A - Petition without merit. L - The Certificates were transferred fradlently by stealing the blank certificates and endorsing it. ************************************************** Torres, Jr v CA (supra) Facts: 1.
Judge Torres created a corporation.
2.
Due to insufficiency of number of stocks and the refusal of the respondents to increase the needed stocks, Torres unilaterally caused the transfer of stocks to his assignee. 3. Torres kept the books in that why would he request the transfer from the secretary who was one of those against him. ************************************************ China banking v Ca, VGCCI Facts: 1. 2.
A - In the cae at bar, Barcelon bought the shares in good faith more than 11 months before the attachment but only registered it 9 months after the attachment. ************************************************* Escano v Filipinas Mining Even shares held in escrow but nregistered are covered by the doctrine in Unson v Dosimito Facts:
Calapatia was a shareholder of VGCCI He entered into a pledge with Chinabanking Corp for present and future loans. 3. Chinabank advised VGCCI to annotate the pledge 4. VGCCI obliged. 5. Upon nonpayment of petitioner, chinbank auctioned the stocks and reqested VGCCI to record its new ownership of the stocks. 6. VGCCI refused invoking sec 63 in that Calapatia still owed monthly dues. Issue: WON, transfer was valid and shares considered fully paid.
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Held: A - Yes. L - Sec 63 when it stated fully paid referred to subscription, not to any other dues.
Antonio eScano had 116 shares with Filipinas Mining. Savlosa soght to enforce collection for some of mony from Escano and so the court attached the shares of Escano in 1937. Judgement was rendered in 1936. After the attachment, Escano sold his shares to Bengzon. Bengzon sold it to Standard Investment of the Phil. It was only in 1940 that the certificates were registered. In 1941, Standard Issued certificates in favor of Standard Investment.
Issue: WON, petitioner had better right over the stocks. Held: Yes.
************************************************ ************************************************ Unson v Diosomito Razon v IAC Facts: 1. 2. 3. 4.
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Unson filed a civil action for collection against respdeondent in 1932. Unson was able to attachéd 75 shares of stock of Diosomito. This was opposed by HPL Jollye who claimed ownership of such thrs cert issed in 1993. It turned out that Diosomito sold the shares to barcelon and delivered the certificate on Febrary 1931. But barcelon did not present these certificates to the corporation for registration until 16 of Sep 1932 or 8 months after it was attached. Barcelon was a buy in good faith.
Issue: WON Barcelon was deemed to have fully paid before the attachment. Held: A - No. L - Sec 63 of the corporation code state that to be fully paid, the stocks must be registered. - A valid attachment will prevail over an unregistered sale of shares of stock, even in good faith.
Facts: 1.
2.
3. 4. 5.
Razon created a corporation E Razon Inc to be able to be able to bid to the arrastre services of south harbor. However, some incorporators withdrew and so he gave some 1500 shares to his friend Chuidian, allegedly as nominal stockholder. Chuidian thus delivered these certificates to Razon who held such eversince. However, when Chidian died, his heirs claim right to the certificates. Petitioner insist ownership to the certificate as well as all incidental profits to it that accrued.
Issue: WON Chuidian owned the certificates Held: A L A
- Yes - Sec 35 is clear that it requires indorsment - Case at bar, no indorsement
- excuse of defendant that no indorsement was needed since they were friends cannot overcome the failure to follow the law ************************************************** Hager v Bryan Facts: 1.
2. 3.
Petitioner claims that Visayan Electric hold no unpaid claim to the shares of stock with Hager and that Hager does not owe anything to Visayan Electric. Hager wants to comple the corporation to transfer the certificates under his name. Petitioner files for Mandamus.
Issue: WON mandamus is the proper remedy in the case at bar. Held: A L
- No. - Mandamus will lieif the ff are present: 1. due application was made 2. no unpaid claims agains the corporation for damages 3. an ordinary action against the corporation for damages would be inadequate 4. an action in the nature of a suit in equity is inadequate. A - petitioner is not the owner of the certificates *************************************************
