Case Digest (G.R. No. 22442) Core Legal Reasoning Model
Facts:
The case involves Antonio Pardo, the petitioner, who is a stockholder in the Hercules Lumber Company, Inc., the respondent corporation. The other respondents are the company itself and Ignacio Ferrer, acting as the company's secretary. On August 1, 1924, the petitioner sought an original writ of mandamus from the Supreme Court to compel the respondents to permit him and his authorized representative to examine the corporation's records and transactions. The respondents admitted that Pardo was a stockholder but refused to grant access to inspect the books when requested. The company relied on its by-laws and a board resolution limiting the inspection period to certain days fixed annually by the board of directors. Specifically, the by-laws allowed inspection only on days designated by the board, and the February 16, 1924, board resolution set inspection days from March 15 to 25, 1924. The respondents contended that since Pardo did not avail himself of inspection rights w
Case Digest (G.R. No. 22442) Expanded Legal Reasoning Model
Facts:
- Parties and Nature of the Case
- The petitioner, Antonio Pardo, is a stockholder of the Hercules Lumber Company, Inc., one of the respondents.
- Respondents include the Hercules Lumber Company, Inc. and Ignacio Ferrer, the acting secretary of the company.
- Antonio Pardo seeks a writ of mandamus from the Supreme Court compelling the respondents to allow him and his authorized agent to examine the company’s records and business transactions.
- Petitioner's Allegations and Respondents' Answer
- Petitioner claims the right to inspect the company records as a stockholder under Section 51 of Act No. 1459.
- Respondents admit the petitioner’s status as stockholder but deny the right to unrestricted inspection of the records.
- Respondents rely mainly on the corporation’s By-laws, specifically Article 10, which states that shareholders may examine company books only on days fixed annually by the board of directors.
- The board of directors passed a resolution on February 16, 1924, setting the inspection period from March 15 to March 25, 1924, during “appropriate hours.”
- Respondents contend that the refusal to allow inspection outside this period is lawful and that petitioner waived his right by not inspecting within the specified days.
- Respondents further allege the petitioner intends to use the information for ulterior motives related to competing business interests and a pending legal action against the company based on a former employment contract.
Issues:
- Whether the petitioner, as a stockholder, has the right under the law to inspect the corporate records and business transactions through himself or an authorized agent.
- Whether the corporation’s By-law and the board of directors’ resolution restricting inspection to certain fixed days is a lawful limitation on the statutory right to inspect.
- Whether the alleged ulterior motives of the petitioner affect his right to inspect corporate records.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)