Case Digest (G.R. No. 126891)
Facts:
Lim Tay v. Court of Appeals, G.R. No. 126891, August 05, 1998, Supreme Court First Division, Panganiban, J., writing for the Court.Petitioner Lim Tay advanced P40,000 loans each to Sy Guiok and Alfonso Sy Lim on January 8, 1980, taking as security 300 shares of stock in Go Fay & Co., Inc. from each pledgor under written Contracts of Pledge that endorsed the certificates in blank and authorized the pledgee (Lim Tay) upon default to foreclose and sell the pledged shares at public or private sale and, at his option, to transfer them on the corporate books to his own name only after such foreclosure/sale.
Guiok and Sy Lim defaulted on the loans. In October 1990 Lim Tay filed a Petition for Mandamus with the Securities and Exchange Commission (SEC) (SEC Case No. 03894), asking the corporate secretary of Go Fay to record transfers and issue new certificates and to pay dividends in his name, alleging an intra-corporate dispute arising from the corporate secretary’s refusal to record the transfers. The corporate respondent denied SEC jurisdiction and asserted that Lim Tay was not a stockholder since a pledge, without foreclosure and sale, does not vest ownership.
Respondents Guiok and the estate of Sy Lim intervened, denying any automatic foreclosure or transfer and alleging that Lim Tay had not complied with the foreclosure/sale formalities under the pledge contracts and the Chattel Mortgage law; they also raised laches, pactum commissorium, and offered redemption. A Hearing Officer dismissed Lim Tay’s mandamus petition for failure to show a legal basis to compel the corporate secretary to register transfers; on appeal the SEC en banc on March 7, 1996 dismissed the appeal, holding that mandamus requires a clear showing of ownership and that determination of ownership belonged to the regular courts. The Court of Appeals (Fifth Division) on October 24, 1996 denied Lim Tay’s petitio...(Pro-only)
Issues:
- Did the Securities and Exchange Commission have jurisdiction to entertain Lim Tay’s petition for mandamus to compel the corporate secretary to register stock transfers?
- Is Lim Tay entitled to a writ of mandamus against Go Fay & Co., Inc. (through its corporate secretary) to record the transfers, issue certificates, and deliver dividends?
- On the merits, did Lim Tay acquire ownership of the pledged shares by foreclosure/purchase, prescription, novation, dacion en p...(Pro-only)
Ruling:
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Ratio:
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Doctrine:
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