Case Digest (G.R. No. 139802) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
On January 25, 1996, Vicente C. Ponce petitioned the Securities and Exchange Commission (SEC) for a writ of mandamus and damages against Alsons Cement Corporation (formerly Victory Cement Corporation of 1968 and Floro Cement Corporation of 1968) and its corporate secretary, Francisco M. Giron, Jr. Ponce alleged that the late Fausto G. Gaid had subscribed to and fully paid for 239,500 shares of Victory Cement Corporation. By a Deed of Undertaking and Indorsement dated February 8, 1968, Gaid purportedly transferred those shares to Ponce, but no stock certificates were ever issued in Gaid’s or Ponce’s name. Following repeated requests to issue certificates covering the 239,500 shares and legal increments, respondents refused without justification. Instead of answering, they moved to dismiss for lack of cause of action, improper remedy, misjoinder of the real party in interest, statute of limitations, and laches. The SEC Hearing Officer granted the motion, finding no record of ... Case Digest (G.R. No. 139802) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Background and Complaint
- On January 25, 1996, Vicente C. Ponce filed with the SEC a complaint for mandamus and damages against Alsons Cement Corporation (ACC) and its corporate secretary, Francisco M. Giron, Jr.
- Ponce alleged that:
- Fausto G. Gaid had subscribed and fully paid for 239,500 shares of Victory Cement Corporation (later renamed Floro Cement Corporation, then Alsons Cement Corporation).
- On February 8, 1968, Gaid and Ponce executed a Deed of Undertaking and an Indorsement assigning those 239,500 shares to Ponce.
- No stock certificates were ever issued in the name of Gaid or Ponce, despite repeated demands.
- Motion to Dismiss and SEC Proceedings
- Respondents moved to dismiss on grounds that:
- The complaint stated no cause of action; mandamus was improper.
- Ponce was not the real party in interest.
- The action was barred by prescription and laches.
- There was no allegation that the transfer was recorded in the corporation’s books (required by Sec. 63, Corporation Code).
- On February 29, 1996, the SEC Hearing Officer granted the motion, holding that:
- Ponce could not “step into the shoes” of Gaid without a record of assignment or authority.
- There was no ministerial duty on respondents to issue certificates.
- On January 6, 1997, the SEC En Banc reversed, citing Abejo v. De la Cruz (149 SCRA 654) and ruling that:
- The SEC has jurisdiction over unregistered transferees seeking enforcement of stockholder rights.
- A transferee is a real party in interest when suing to enforce his rights.
- Court of Appeals and Supreme Court Recourse
- Respondents appealed to the Court of Appeals (CA-G.R. SP No. 46692).
- On June 30, 1999, the CA reversed the SEC En Banc, reinstating the Hearing Officer’s dismissal for failure to allege registration of the share transfer.
- The CA denied reconsideration on August 10, 1999.
- Ponce petitioned the Supreme Court for certiorari, contending that:
- Issuance of certificates inherently includes registration.
- No law requires express instructions or power of attorney from the transferor.
- The cause of action accrued only upon ACC’s refusal to issue certificates.
Issues:
- Whether a complaint for mandamus to compel issuance of stock certificates states a cause of action if it does not allege registration of the share transfer in the corporation’s stock and transfer book under Section 63, Corporation Code.
- Whether petitioner Ponce is the real party in interest entitled to the remedy of mandamus.
- Whether mandamus lies to compel the corporate secretary to issue stock certificates without prior registration of the transfer.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)