Title
Rural Bank of Salinas, Inc. vs. Court of Appeals
Case
G.R. No. 96674
Decision Date
Jun 26, 1992
The court confirmed the bank's obligation to register stock transfers as a ministerial duty under the Corporation Code, favoring the private respondents in the dispute.
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Case Digest (G.R. No. 96674)

Facts:

  • The case involves the Rural Bank of Salinas, Inc., represented by Manuel Salud, Luzviminda Trias, and Francisco Trias as petitioners.
  • Respondents include the Court of Appeals, Securities and Exchange Commission (SEC), and private individuals Melania A. Guerrero, Luz Andico, Wilhelmina G. Rosales, Francisco M. Guerrero, Jr., and Francisco Guerrero, Sr.
  • On June 10, 1979, Clemente G. Guerrero, President of the Rural Bank, executed a Special Power of Attorney in favor of his wife, Melania Guerrero, allowing her to sell 473 shares of stock registered in his name.
  • On February 27, 1980, Melania, as Attorney-in-Fact, executed a Deed of Assignment transferring 472 shares to various individuals.
  • Just before Clemente's death on June 24, 1980, Melania executed another Deed of Assignment for the remaining share to Francisco Guerrero, Sr.
  • After Clemente's death, Melania sought to register the Deeds of Assignment with the Rural Bank, which denied her request.
  • Melania filed a petition for mandamus with the SEC against the Rural Bank, asserting her right to register the shares.
  • The Rural Bank argued that the shares belonged to Clemente's estate and could not be transferred until the estate was settled.
  • Maripol Guerrero, Clemente's legally adopted daughter, intervened, claiming the Deeds of Assignment were fictitious and would deprive her of her inheritance.
  • The SEC ruled in favor of Melania, ordering the bank to register the shares, which the Court of Appeals upheld.

Issue:

  • (Unlock)

Ruling:

  • The Supreme Court ruled in favor of the private respondents, affirming the decisions of the SEC and the Court of Appeals.
  • The petition for review filed...(Unlock)

Ratio:

  • The Court held that the SEC has original and exclusive jurisdiction over intracorporate controversies as defined under Section 5(b) of P.D. No. 902-A.
  • The case involved the registration and transfer of shares, which falls within the SEC's jurisdiction.
  • The right to transfer shar...continue reading

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