Facts:

The case involves Joseph Omar O. Andaya as the petitioner and the Rural Bank of Cabadbaran, Inc., along with Demosthenes P. Oraiz and Ricardo D. Gonzalez as respondents. The events leading to this case began when Andaya purchased 2,200 shares of stock from Conception O. Chute for P220,000. This transaction was documented through a notarized Sale of Shares of Stocks, where Chute endorsed and delivered the stock certificates to Andaya. Following this, Chute requested the bank to register the transfer of shares and issue new stock certificates in Andaya's name. Andaya also communicated with the bank's corporate secretary, Oraiz, to reiterate Chute's request. However, the bank's corporate secretary informed Chute that the transfer could not be registered due to a prior stockholders' resolution that granted existing stockholders the right of first refusal on any shares offered for sale. The bank's legal counsel, Gonzalez, later informed Andaya that the requ...

Facts:

Purchase of Shares

• Joseph Omar O. Andaya purchased 2,200 shares of stock in the Rural Bank of Cabadbaran from Conception O. Chute for P220,000. The transaction was evidenced by a notarized document titled "Sale of Shares of Stocks."

Endorsement and Request for Transfer

• Chute endorsed and delivered the stock certificates to Andaya and requested the bank to register the transfer and issue new stock certificates in Andaya's name. Andaya also separately communicated with the bank's corporate secretary, Demosthenes P. Oraiz, reiterating Chute's request.

Bank's Response

• The bank's corporate secretary informed Chute that he could not register the transfer due to a prior stockholders' resolution granting existing stockholders a right of first refusal. He asked Chute if she wished to offer her shares to existing stockholders before selling to outsiders.

Legal Counsel's Involvement

• The bank's legal counsel, Ricardo D. Gonzalez, informed Andaya that his request had been referred to the board of directors for evaluation. Gonzalez also provided Andaya with a copy of the bank's previous reply to Chute.

Denial of Request

• The bank eventually denied Andaya's request, citing a conflict of interest since Andaya was the president and CEO of a competitor bank, Green Bank of Caraga. The bank claimed the purchase was not in good faith and could be a hostile takeover attempt.

Legal Action

• Andaya filed an action for mandamus and damages against the Rural Bank of Cabadbaran, Oraiz, and Gonzalez, seeking to compel them to record the transfer and issue new stock certificates in his name.

RTC Decision

• The Regional Trial Court (RTC) dismissed the complaint, ruling that Andaya had no standing to compel the bank to register the transfer and issue stock certificates. The court cited the lack of registration of the transfer in the stock and transfer book and the absence of a special power of attorney from Chute.

Issue:

1. Whether Andaya, as a transferee of shares of stock, may initiate an action for mandamus compelling the Rural Bank of Cabadbaran to record the transfer of shares in its stock and transfer book and issue new stock certificates in his name.
2. Whether a writ of mandamus should issue in favor of Andaya.

Ruling:

• (Subscriber-Only)

Ratio:

• (Subscriber-Only)

Conclusion:

• The Supreme Court granted Andaya's petition, set aside the RTC's decision, and reinstated the action for mandamus. The case was remanded to the RTC for further proceedings to resolve the factual issues and determine the propriety of issuing a writ of mandamus.