Andaya v. Rural Bank of Cabadbaran
Andaya v. Rural Bank of Cabadbaran
Andaya v. Rural Bank of Cabadbaran
lbilippine%
~upreme Qeourt
:fflllanHa
FIRST DIVISION
RESOLUTION
SERENO, CJ:
FACTS
Andaya bought from Chute 2,200 shares of stock in the Rural Bank of
Cabadbaran for P220,000. 2 The transaction was evidenced by a notarized
1
The assailed Decision dated 17 April 2009 and Order dated 15 July 2009 of the Cabadbaran City Regional
Trial Court (Branch 34) in SP Civil Case No. 06-06 were penned by Judge Dax Gonzaga Xenos. RTC
Decision, rollo, pp. 136-139; RTC Order, rollo pp. 147-148.
2
RTC Decision, p. I, rollo, p. 136.
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Resolution 2 G.R. No. 188769
3
Sale of Shares of Stocks, Annex A of the Petition, rollo. pp. 35-36.
4
RTC Decision, p. 1, rollo, p. 136.
5
Letter-request of Andaya dated 15 October 2004. Annex A of the Petition, rollo, p. 49.
6
Letter of the bank's corporate secretary to Mrs. Chute dated 20 October 2004, Annex A of the Petition.
rol/o, p. 50; RTC Decision, p. I, rollo, p. 136.
7
Reply of the bank's legal counsel to Andaya dnted 22 October 2004. Annex A of the Petition, rollo, p. 51.
8
Letter of Andaya dated 29 October 2004, Anne>.. A of the Petition, rollo, pp. 52-53; RTC Decision, p. 2,
rollo, p. 137.
9
Letter of the bank dated 3 November 2004, Annex A of the Petition, rollo. p. 54; RTC Decision, p. 2,
rollo, p. 137.
10
Letter of the bank dated 3 November 2004, Anne...: A of the Petition, rollo, p. 54.
11
178 Phil. 266 ( 1979).
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Resolution 3 G.R. No. 188769
ISSUES
OuRRULING
12
RTC Decision, p. 2, rollo, p. 137; Complaint of Andaya, Annex A of the Petition, rollo, pp. 27-32.
13
442 Phil. 98 (2002).
14
RTC Decision, pp. 3-4, rollo, pp. 138-139.
15
RTC Decision, p. 3, rollo, p. 138.
16
Teng v. Securities and Exchange Commission, G.R. No. 184332, 17 February 2016; Pacific Basin
Securities Co., Inc. v. Oriental Petroleum, 558 Phil. 425 (2007); Rural Bank of Salinas, Inc. v. Court of
Appeals, G.R. No. 96674, 26 June 1992, 210 SCRA 510, 515-516; Price v. Martin, 58 Phil. 707 (1933);
Fleischer v. Botica Nolasco Co., Inc., 47 Phil. 583 ( 1925).
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Resolution 4 G.R. No. 188769
The Court further held in Rural Bank of Salinas that the only
..,.
limitation imposed by Section 63 of the Corporation Code is when the
corporation holds any unpaid claim against the shares intended to be
transfcrrcd. 22 (Emphasis supplied; citations omitted)
We also rule that Andaya has been able to establish that he is a bona
fide transferee of the shares of stock of Chute. In proving this fact, he
presented to the RTC the following documents evidencing the sale: (1) a
notarized Sale of Shares of Stocks 23 showing Chute's sale of 2,200 shares of
17 Id.
18
Lim Tay v. Court o/Appeals, 355 Phil. 381 ( 1998); !'rice v. Martin, supra. See, e.g.: Teng v. Securities
and Exchange Commission, supra note 16.
19
Price v. Martin, supra note 16, at p. 713. See also Torres v. Court r?fAppcals, 344 Phi I. 348 ( 1997).
20
Price v. Martin, supra note 16, at p. 713.
21
Supra note 16.
22
fd. at 684-685.
n Annex A of the Petition, rollo, pp. 35-36.
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Resolution 5 G.R. No. 188769
24
stock to petitioner; (2) a Documentary Stamp Tax Declaration/Retum; (3) a
Capital Gains Tax Return; 25 and (4) stock certificates 26 covering the subject
shares duly endorsed by Chute. The existence, genuineness, and due
execution of these documents have been admitted27 and remain undisputed.
There is no doubt that Andaya had the standing to initiate an action for
mandamus to compel the Rural Bank of Cabadbaran to record the transfer of
shares in its stock and transfer book and to issue new stock certificates in his
name. As the transferee of the shares, petitioner stands to be benefited or
injured by the judgment in the instant petition, a judgment that will either
order the bank to recognize the legitimacy of the transfer and petitioner's
status as stockholder or to deny the legitimacy thereof.
24
Id. at 37.
25
Id. at 38.
26
Id. at 39-48.
27
Pre-trial Order, p. 2, Annex C of the Petition, rollo, p. 127.
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alleged right of the petitioner therein to compel the issuance of new stock
certificates was clearly established. Reiterating the ruling in Rivera v.
28
Florendo and Hager v. Bryan, 29 the Court therein maintained that a mere
endorsement of stock certificates by the supposed owners of the stock could
not be the basis of an action for mandamus in the absence of express
instructions from them. According to the Court, the reason behind this ruling
was that the corporation's duty and legal obligation therein were not so clear
and indisputable as to justify the issuance of the writ. The ambiguity of the
alleged transferee's deed of undertaking with endorsement led the Court in
Ponce to rule that mandamus would have issued had the registered owner
himself requested the registration of the transfer, or had the person
requesting the registration secured a special power of attorney from the
registered owner.
In the instant case, however, the submitted documents did not merely
consist of an endorsement. Rather, petitioner presented several undisputed
30
documents, among which was respondent Oraiz's letter to Chute denying
her request to transfer the stock standing in her name in favor of Andaya.
This letter clearly indicated that the registered owner herself had requested
the registration of the transfer of shares of stock. There was therefore no
sensible reason for the RTC to perfunctorily extract the pronouncement in
Ponce and then disregard it in the face of admitted facts in addition to the
duly endorsed stock certificates.
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Annex A of the Petition, ro!lo, pp. 35-55.
Resolution 7 G.R. No. 188769
perform the act; (3) unlawful neglect in performing the duty enjoined by
law; (4) the ministerial nature of the act to be performed; and (5) the absence
of other plain, speedy, and adequate remedy in the ordinary course of law. 31
After finding that petitioner has legal standing to initiate an action for
mandamus, the Court now reinstates the action he filed and remands the case
to the RTC to resolve the propriety of issuing a writ of mandamus~ The
resolution of the case must include the determination of all relevant factual
matters in connection with the issues at bar. The RTC must also resolve
petitioner's prayer for the payment of attorney's fees, litigation expenses,
moral damages, and exemplary damages.
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Resolution 8 G.R. No. 188769
SO ORDERED.
WE CONCUR:
/,,>I~:!: ~th ~
T~~ J. LEONARDO-DE CASTRO
Associate Justice
'
JAO. A.bV
ESTELA ~1TPERLAS-BERNABE
Associate Justice
II\
CERTIFICATION