G.R. No. L-33320 - Gonzales vs. Philippine National Bank

Ramon A. Gonzales (petitioner) filed a special civil action for mandamus in the Court of First Instance of Manila against the Philippine National Bank (respondent), seeking to inspect the bank’s books and records concerning:

The guarantee of Southern Negros Development Corporation’s US$23 million sugar-mill purchase.
Financing of the ₱21 million Cebu–Mactan Bridge by V. C. Ponce, Inc.
Construction of the Passi Sugar Mill at Iloilo by Honiron Philippines, Inc.

The trial court denied the petition and dismissed the action, leading to this appeal.

Before this action, petitioner instituted several taxpayer suits against PNB and its directors (Civil Cases Nos. 69345, 71044, 72936, 76427) challenging various bank transactions.
During Civil Case No. 69345 (Aug. 1967), petitioner acquired one share of PNB stock (Aug. 30, 1967) to establish standing to question the bank’s letters of credit.

On January 11, 1969, petitioner formally requested in writing access to inspect PNB’s records relating to the above transactions.
On January 23, 1969, PNB’s Legal Counsel denied the request, citing: lack of germane interest as a one-shareholder; doubtful motive; and confidentiality under the bank’s charter (Republic Act No. 1300, as amended).
Petitioner filed the mandamus proceeding following the denial.

Whether a stockholder’s right to inspect corporate books under Section 51 of the old Corporation Law (Act No. 1459) or Section 74 of the new Corporation Code (B.P. Blg. 68) is absolute or conditioned upon good faith and legitimate purpose.
Whether the confidentiality provisions of PNB’s charter (RA 1300, as amended) preclude a stockholder’s inspection despite the Corporation Code.
Whether the petitioner failed to exhaust administrative remedies before seeking judicial relief.