Case Digest (G.R. No. L-64) Core Legal Reasoning Model
Core Legal Reasoning Model
Facts:
In Anna Teng v. Securities and Exchange Commission (SEC) and Ting Ping Lay, G.R. No. 184332, decided February 17, 2016, petitioner Anna Teng is the Corporate Secretary of TCL Sales Corporation, while respondent Ting Ping Lay is a stockholder who purchased a total of 3,320 shares: 480 shares from Peter Chiu on February 2, 1979; 1,400 shares from his brother Teng Ching Lay on September 22, 1985; and 1,440 shares from Ismaelita Maluto on September 2, 1989. Upon Teng Ching’s death in 1989, his son Henry Teng assumed management of TCL. On August 31, 1989, Ting Ping requested petitioner Teng to record these transfers in the Stock and Transfer Book and to issue new certificates in his name, but both TCL and Teng repeatedly refused. Ting Ping then filed a petition for mandamus with the SEC (SEC Case No. 3900), which, in its Decision of July 20, 1994, ordered recording of all shares and issuance of new certificates, plus moral damages and attorney’s fees. The SEC en banc affirmed with mo Case Digest (G.R. No. L-64) Expanded Legal Reasoning Model
Expanded Legal Reasoning Model
Facts:
- Background of Share Acquisitions
- Between 1979 and 1989, respondent Ting Ping Lay (Ting Ping) purchased shares of TCL Sales Corporation (TCL) as follows:
- 480 shares from Peter Chiu on February 2, 1979
- 1,400 shares from Teng Ching Lay on September 22, 1985
- 1,440 shares from Ismaelita Maluto on September 2, 1989
- Upon Teng Ching Lay’s death in 1989, his son Henry Teng assumed management of TCL. Ting Ping requested corporate secretary Anna Teng (Teng) to record these transfers and issue new certificates, but both Teng and TCL refused.
- Judicial and Administrative Proceedings
- SEC Mandamus (1994–1996)
- July 20, 1994: SEC Hearing Officer granted mandamus ordering recording of transfers, issuance of new certificates, and award of moral damages (P100,000) and attorney’s fees (P50,000).
- June 11, 1996: SEC en banc affirmed but held Teng solely liable for damages and fees.
- Appeals to CA and Supreme Court
- CA dismissed petition (Jan. 31, 1997) for being filed late; SC denied review under Rule 45 (Jan. 5, 2001).
- Execution and Interpleader (2001–2007)
- RTC of Manila issued writ of execution; Teng filed interpleader to settle competing claims over the 1,400 shares.
- March 13, 2003: RTC ruled Henry Teng had better right to those shares except certain shares covered by specific certificate.
- August 9, 2006: SEC partial execution order covering only the 480 and 1,440 shares and damages. SEC issued alias writ; Teng and TCL moved to quash; SEC denied quash motions (May 25, 2007).
- CA Certiorari (2008)
- Teng filed Rule 65 petition to quash alias writ; CA dismissed petition and denied motion to expunge SEC comment (April 29, 2008).
- Present Supreme Court Petition (2016)
- Teng sought reversal of CA decision, raising three grounds; core issue concerned the necessity of surrendering old stock certificates before recording transfers and issuing new ones.
Issues:
- Whether surrender of the original stock certificates is a prerequisite before registering the transfer in the corporate books and issuing new certificates in favor of the transferee.
- Whether the Court of Appeals erred in upholding that the Supreme Court’s final decision in G.R. No. 129777 was unaltered by subsequent SEC execution orders.
- Whether the Office of the Solicitor General was required to comment on Teng’s motion for reconsideration before the CA’s resolution.
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)