G.R. No. 177066 - Puno vs. Puno Enterprises, Inc.

Carlos L. Puno, an incorporator of Puno Enterprises, Inc., died on June 25, 1963.
Petitioner Joselito Musni Puno claimed to be the son of the deceased, born to Carlos L. Puno’s common-law wife, Amelia Puno.

On March 14, 2003, petitioner initiated a complaint for specific performance against respondent Puno Enterprises, Inc.
The complaint sought:

Inspection of the corporate books and records from 1962 to the present.
An accounting of all transactions entered into by the corporation.
Payment of all profits, earnings, dividends, or income due concerning the shares held by Carlos L. Puno.

Petitioner’s initial birth certificate bore the name “Joselito Musni Muno,” raising issues about his legal personality and paternity.
To resolve the discrepancy, petitioner submitted a corrected birth certificate—stating “Joselito M. Puno”—certified by the Civil Registrar of the City of Manila along with its Certificate of Finality.
The court held the proceedings in abeyance pending a judicial declaration that “Joselito Musni Muno” and “Joselito Musni Puno” referred to the same person.

The trial court conditionally admitted the corrected birth certificate as genuine and ordered respondent to file its answer, setting the case for pretrial.
On October 11, 2005, the trial court rendered a decision ordering respondent to:

Allow petitioner to inspect the corporate books and records.
Furnish an accounting of corporate transactions, with the cost of copies borne by petitioner and other expenses subject to billing as costs.

On October 11, 2006, the Court of Appeals (CA) dismissed the complaint on the following grounds:

Petitioner failed to satisfactorily establish his paternity or filiation to Carlos L. Puno due to issues with the birth certificate.
Even if paternity were proven, petitioner was not a stockholder but merely claiming rights as an heir.
The remedy of specific performance was premature since proper relief required first resolving the estate of the deceased.

Petitioner’s motion for reconsideration was denied by the CA in its Resolution on March 6, 2007.

Whether an heir of a deceased stockholder automatically acquires the rights and privileges, including the right to inspect corporate books, of the deceased stockholder.

The issue centers on whether inheritance in a corporate context confers stockholder rights automatically.

Whether petitioner sufficiently established his paternity and filiation to Carlos L. Puno despite the discrepancy in the names noted on his birth certificates (“Muno” versus “Puno”).

This includes evaluating whether a corrected birth certificate overcomes the evidentiary challenge posed by the initial misnomer.

Whether the action for specific performance was proper given that petitioner sought to exercise rights that inherently belong to a stockholder, even though he had not been formally recognized as one.

The issue examines whether the appropriate remedy should have been the settlement of the estate rather than specific performance.

Whether the right to inspect corporate books and claim dividends is exclusively reserved for those whose names are recorded as stockholders in the corporation’s books.

This involves an analysis of the provisions of the Corporation Code relevant to stockholder rights.