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Aquilino Rivera v. Hon. Alfredo Florendo AUTHOR: Magsino, Patricia Marie C.

G. R. No. L-57586 (Oct. 08, 1986) NOTES:


TOPIC: Transfer of shares; Remedy if registration is
refused
PONENTE: Paras, J.
FACTS:
Petitioner corporation, Fujiyama Hotel & Restaurants, Inc., was organized and registered under Philippine
laws with a capital stock of P1,000,000 divided into 10,000 shares of P100.00 par value each by the petitioner
Aquilino Rivera and 4 (not named in case) other incorporators
Isamu Akasako, a Japanese national and co-petitioner who is allegedly the real owner of the shares of stock in
the name of petitioner Rivera, sold 2,550 shares of stocks to private respondents Milagros Tsuchiya and
Lourdes Jureidini for a consideration of Php 440,000 with the assurance that Tsuchiya will be made President,
and Jureidini will be made director of the corporation after the purchase of the shares of stocks
Rivera assured Tsuchiya that he would sign the stock certificates because Akasako was the real owner of the
shares of stocks under Riveras name
Afterthesalewasconsummatedandtheconsiderationwaspaid;Riverarefusedtomaketheindorsement
statingthathewillonlydosoifheisalsopaid
TsuchiyaandJureidiniattemptedseveraltimestoregisterthestockcertificateswiththecorporationbutitwas
refused
RespondentsTsuchiyaandJureidinifiledaspecialcivilactionformandamus

ISSUE(S):

Was mandamus the proper remedy? NO.


Did SEC or the regular courts have jurisdiction over the case? Regular courts had jurisdiction.

HELD:
NO. Mandamus will not lie.
Rights of the parties will be threshed out in an ordinary action
CASE IS REMANDED TO LOWER COURT!!

RATIO:
Shares of stock may be transferred by delivery to the transferee of the certificate properly indorsed
Title may be vested in the transferee by delivery of the certificate with a written assignment or indorsement
The Court held that mandamus is not the proper remedy in a case where the shares of stock in question are not
even indorsed by the registered owner (Rivera); who specifically resists the registration of the shares of stocks in
the books of the corporation
The Court held that even the shares of stock which were purchased by private respondents from the other
incorporators cant also be the subject of mandamus on the strength of mere indorsement of the supposed owners
of said shares in the absence of express instructions from them

AS TO ISSUE ON JURISDICTION:
Under the law, SEC has original and exclusive jurisdiction to hear and decide cases involving intra-corporate
controversies
Intra-corporate controversy has been defined as "one which arises between a stockholder and the corporate
Since respondents are not stockholders yet and are only seeking to be registered as stockholders in the books of the
corporation the controversy cant be considered as one arising from intra-corporate relations
The Court held that the jurisdiction properly belongs to the regular courts
CASE LAW/ DOCTRINE:
Mandamus is not the proper remedy in a case where the shares of stock in question are not even indorsed by the
registered owner
DISSENTING/CONCURRING OPINION(S):