Case Summary (G.R. No. L-33320)
Petitioner and Respondent
Petitioner: Ramon A. Gonzales
Respondent: Philippine National Bank
Key Dates
• April 27, 1967 – Gonzales files his first taxpayer suit against PNB and other government actors.
• August 30, 1967 – Gonzales acquires one share of PNB stock.
• January 11, 1969 – Gonzales requests inspection of PNB’s records concerning three major transactions.
• January 23, 1969 – PNB denies the request.
• Trial court dismissal – Gonzales’s mandamus petition is denied.
• May 30, 1983 – Supreme Court issues its decision (under the 1973 Constitution in force at the time).
Applicable Law
• Corporation Law (Act No. 1459, §51, as amended) – former law granting stockholder inspection rights.
• Corporation Code (Batas Pambansa Blg. 68, §74) – current law preserving but qualifying inspection rights.
• PNB Charter (Republic Act No. 1300, §§15, 16, 30) – imposes confidentiality and prescribes penalties for unauthorized disclosure.
• Procedural remedy – special civil action for mandamus.
Background Facts
Gonzales, having initiated several taxpayer suits challenging PNB’s financing of public-works and sugar-mill projects, acquired a single share of PNB stock to gain standing to inspect its corporate books. He wrote to the bank’s president seeking access to records on (1) a US$23 million sugar-mill financed by Japanese suppliers for Southern Negros Development Corporation; (2) the ₱21 million Cebu-Mactan Bridge project; and (3) construction of the Passi Sugar Mill in Iloilo. The bank’s legal counsel denied the request as unrelated to Gonzales’s interest as a one-share stockholder and questioned his motive.
Procedural History
Gonzales filed a special civil action for mandamus in the Court of First Instance of Manila, which dismissed his petition. He appealed, contending that Section 51 of Act No. 1459 conferred an absolute right to inspect corporate records and that his motive was proper.
Legal Issue
Whether a stockholder’s right to inspect corporate records under the former Corporation Law or the current Corporation Code is absolute, and whether that right yields to the confidentiality provisions of PNB’s charter.
Analysis of Inspection Rights under Corporate Law
Under Act No. 1459, §51, the records of all business transactions “shall be open to the inspection” of any stockholder. Jurisprudence had conditioned this right on a stockholder’s good-faith purpose reasonably related to his interests. The Corporation Code (BP Blg. 68, §74) retains the inspection right but explicitly requires that the requester act “in good faith and for a legitimate purpose” and not have previously misused information from prior inspections. The Code also prescribes civil and criminal liability for wrongful refusal to allow inspection.
Confidentiality under the PNB Charter
Republic Act No. 1300 classifies PNB as a special-charter bank. Sections 15 and 16 grant exclusive inspection authority to central-bank examiners and protect bank records from disclosure except to the President, the Finance Secretary, the bank’s board, o
Case Syllabus (G.R. No. L-33320)
Facts
- Ramon A. Gonzales filed a special civil action for mandamus in the Court of First Instance of Manila, seeking to inspect the books and records of the Philippine National Bank (PNB).
- His purpose was to verify published reports that PNB had guaranteed Southern Negros Development Corporation’s US$23 million sugar-mill purchase, financed by Japanese suppliers; had financed the ₱21 million Cebu–Mactan Bridge by V. C. Ponce, Inc.; and had financed the Passi Sugar Mill in Iloilo by Honiron Philippines, Inc.
- Before acquiring one share of PNB stock on August 30, 1967 (from Congressman Montano), Gonzales had filed several taxpayer suits against PNB and other parties, questioning various letters of credit and corporate transactions.
- On January 11, 1969, Gonzalez formally requested, in writing, to inspect PNB’s records on the above transactions; on January 23, 1969, PNB’s Assistant Vice-President and Legal Counsel denied the request, citing lack of germane interest as a one-share stockholder and doubtful motive.
Procedural History
- The trial court dismissed Gonzales’s petition for mandamus, ruling that:
• The statutory right of inspection is not absolute and depends on good faith and legitimate purpose.
• PNB’s charter confidentiality provisions bar such inspection.
• Gonzales had not exhausted available administrative remedies. - Gonzales appealed to the Supreme Court of the Philippines.
Issues
- Whether a stockholder’s right to inspect corporate records under Section 51 of Act No. 1459 (the former Corporation Law) is absolute or conditioned upon good faith and legitimate purpose.
- Whether the amendments in Section 74 of Batas Pambansa Blg. 68 (the new Corporation Code) impose stricter requirements on the stockholder’s right to inspect.
- Whether PNB’s special charter (Republic Act No. 1300, as amended) and its confidentiality provisions override the inspection rights under the Corporation Code.
Relevant Law
- Section 51, Act No. 1459, as amended (former Corporation Law):