G.R. No. 233463 - People vs. XXX

On September 14, 1999, respondent Cecilia Teresita Yulo, as a stockholder, wrote to Terelay Investment and Development Corporation (TERELAY) seeking to examine its books and records on September 17, 1999.
TERELAY’s reply on September 15, 1999 denied the request and demanded proof of bona fide shareholding. A follow-up letter by Yulo on September 16 reiterated her purpose to inquire into TERELAY’s financial condition and affairs, and counsel for TERELAY faxed a warning not to proceed.

On October 11, 1999, Yulo filed with the Securities and Exchange Commission a Petition for Issuance of a Writ of Mandamus (SEC Case No. 10-99-6433), praying for inspection of records, actual and exemplary damages, and costs.
At the May 16, 2000 preliminary conference, parties stipulated that Yulo was registered as a stockholder in the stock and transfer book (subject to qualifications) and that her inspection demand had been denied. They agreed on five issues to resolve under Sections 74 and 75 of the Corporation Code.

Following Republic Act No. 8799’s transfer of jurisdiction, the Regional Trial Court (RTC), Branch 142, Makati City, on March 22, 2002 granted Yulo’s application under Rule 7, Section 74 and 75 of the Corporation Code, ordered inspection at her expense and awarded P50,000 attorney’s fees.
On September 12, 2003 the Court of Appeals (CA) affirmed the RTC decision. TERELAY’s motions for reconsideration and oral argument were denied on November 28, 2003. This Supreme Court petition for review on certiorari followed.

Whether Cecilia Yulo was a stockholder entitled to inspect TERELAY’s books and records.
Whether the RTC had jurisdiction to determine Yulo’s stockholder status.
Whether Yulo’s petition for mandamus was premature for failure to exhaust remedies.
Whether TERELAY adduced sufficient proof to deny Yulo’s status as a stockholder and invalidate the donation of shares.
Whether Yulo’s purpose—to inquire into corporate financial condition and officer conduct—was a valid ground for inspection.
Whether TERELAY’s principal officers were indispensable parties.
Whether the award of P50,000 attorney’s fees was proper.