586

586 E EC E A A ED

Puno s. Puno Enterprises, Inc.

G.R. N . 177066. S 11, 2009.*

Same; Same; S cce ion; Upon he dea h of a ha eholde , he

JOSELITO MUSNI PUNO (as heir of the late Carlos
hei do no a oma icall become ockholde of he co po a ion
Puno), petitioner, . PUNO ENTERPRISES, INC.,
and ac i e he igh and p i ilege of he decea ed a
represented b JESUSA PUNO, respondent.
ha eholde of he co po a ion he ock m be di ib ed fi
o he hei in e a e p oceeding , and he an fe of he ock
Pa e ni ; E idence; Bi h Ce ifica e ; Bap i mal Ce ifica e ; m be eco ded in he book of he co po a ion; D ing ch
A ce ifica e of li e bi h p po edl iden if ing he p a i e in e im pe iod, he hei and a he e i able o ne of he
fa he i no compe en e idence of pa e ni hen he e i no ock , he e ec o o admini a o d l appoin ed b he co
ho ing ha he p a i e fa he had a hand in he p epa a ion of being e ed i h he legal i le o he ock. U a a
he ce ifica e; A bap i mal ce ifica e can onl e e a e idence of a , a a a
he admini a ion of he ac amen on he da e pecified b no a a a a
of he e aci of he en ie i h e pec o he child pa e ni . a a a a . T
A a a a , a
a a a
a a a a a a a a a .S 63 C a C a
a .T a a a a a a a , a a ,
a a a a a a a .D
.A CA, , a a a
aa a a a . , a a a
T a a Ca L. P a a . U a
a . A a a a , a a a ,
a a a a a a a a . C ,
a a a a a , a a
a a . a a . T ,
Co po a ion La ; S ockholde Righ of In pec ion; The a a
ockholde igh of in pec ion of he co po a ion book and a Ca L. P , a
eco d i ba ed pon hi o ne hip of ha e in he co po a ion a
and he nece i fo elf-p o ec ion. T , a a a a
a a a a Ca L. P a
a a a - .T a
.A a ,a a a a a a a a a a
a a a a . S a .
a a a Same; Same; Same; A de e mina ion of he he a pe on,
. S a , a claiming p op ie a igh o e he e a e of a decea ed pe on, i
a a ,a an hei of he decea ed m be en ila ed in a pecial p oceeding
a . in i ed p eci el fo he p po e of e ling he e a e of he
la e . C a a a a
a , a a a a
a , a a a a
* HI D DI I ION. a
 a a . T a a a 5
a a a a a a a
a a
588 E EC E A A ED
587 Puno s. Puno Enterprises, Inc.

transactions it entered into from 1962, and give petitioner

. 599, E E BE 11, 2009 587
all the profits, earnings, dividends, or income pertaining to
Puno s. Puno Enterprises, Inc. the shares of Carlos L. Puno.2
Respondent filed a motion to dismiss on the ground that
petitioner did not have the legal personalit to sue because
a , a a a . T
his birth certificate names him as Joselito Musni Muno.
a a a , a
Apropos, there was et a need for a judicial declaration
a a
that Joselito Musni Puno and Joselito Musni Muno
a a a a a .
were one and the same.
PETITION for review on certiorari of the decision and The court ordered that the proceedings be held in
resolution of the Court of Appeals. abe ance, ratiocinating that petitioner s certificate of live
The facts are stated in the opinion of the Court. birth was no proof of his paternit and relation to Carlos L.
En ic G. Ba in for petitioner. Puno.
J e D. M ale for respondent. Petitioner submitted the corrected birth certificate with
the name Joselito M. Puno, certified b the Civil
NACHURA, J.: Registrar of the Cit of Manila, and the Certificate of
Upon the death of a stockholder, the heirs do not Finalit thereof. To hasten the disposition of the case, the
automaticall become stockholders of the corporation; court conditionall admitted the corrected birth certificate
neither are the mandatoril entitled to the rights and as genuine and authentic and ordered respondent to file its
privileges of a stockholder. This, we declare in this petition answer within fifteen da s from the order and set the case
for review on ce i a i of the Court of Appeals (CA) for pretrial.3
Decision1 dated October 11, 2006 and Resolution dated On October 11, 2005, the court rendered a Decision, the
March 6, 2007 in CA-G.R. CV No. 86137. dispositive portion of which reads:
The facts of the case follow:
WHEREFORE, J a
Carlos L. Puno, who died on June 25, 1963, was an
P a / F a F a a
incorporator of respondent Puno Enterprises, Inc. On
a a a 1962
March 14, 2003, petitioner Joselito Musni Puno, claiming
a a a a .
to be an heir of Carlos L. Puno, initiated a complaint for
T a a . A
specific performance against respondent. Petitioner
a a
averred that he is the son of the deceased with the latter s
a a .
common-law wife, Amelia Puno. As surviving heir, he
SO ORDERED.
claimed entitlement to the rights and privileges of his late
father as stockholder of respondent. The complaint thus On appeal, the CA ordered the dismissal of the
pra ed that respondent allow petitioner to inspect its complaint in its Decision dated October 11, 2006. According
corporate book, render an accounting of all the to the CA,

1P A J C M. ,J .( P
2R , . 1-4.
J C A ) A J M C.
3 Id., . 96.
C ( A J S C ) S J
4 R ll , . 30.
R , ; R ll , . 28-36.
5
 LEGATION E.G. RIGHTS OF PETITIONER AS HEIR OF
CARLOS PUNO ARE DEEMED ADMITTED
L. 599, E E BE 11, 2009 589
HYPOTHETICALLY IN THE RESPONDENT[ S] MOTION
Puno s. Puno Enterprises, Inc. TO DISMISS.
V. THE HONORABLE COURT OF APPEALS THEREFORE
petitioner was not able to establish the paternit of and his ERRED IN DECREEING THAT PETITIONER IS NOT
filiation to Carlos L. Puno since his birth certificate was ENTITLED TO INSPECT THE CORPORATE BOOKS OF
prepared without the intervention of and the participator DEFENDANT CORPORATION.7
acknowledgment of paternit b Carlos L. Puno.
Accordingl , the CA said that petitioner had no right to The petition is without merit. Petitioner failed to
demand that he be allowed to e amine respondent s books. establish the right to inspect respondent corporation s
Moreover, petitioner was not a stockholder of the books and receive dividends on the stocks owned b Carlos
corporation but was merel claiming rights as an heir of L. Puno.
Carlos L. Puno, an incorporator of the corporation. His Petitioner anchors his claim on his being an heir of the
action for specific performance therefore appeared to be deceased stockholder. However, we agree with the
premature; the proper action to be taken was to prove the appellate court that petitioner was not able to prove
paternit of and his filiation to Carlos L. Puno in a petition satisfactoril his filiation to the deceased stockholder; thus,
for the settlement of the estate of the latter.5 the former cannot claim to be an heir of the latter.
Petitioner s motion for reconsideration was denied b Incessantl , we have declared that factual findings of
the CA in its Resolution6 dated March 6, 2007. the CA supported b substantial evidence, are conclusive
In this petition, petitioner raises the following issues: and binding. In an appeal ia ce i a i, the Court ma
not review the factual findings of the CA. It is not the
I. THE HONORABLE COURT OF APPEALS ERRED IN NOT Court s function under Rule 45 of the Rules of Court to
RULING THAT THE JOSELITO PUNO IS ENTITLED TO THE review, e amine, and evaluate or weigh the probative value
RELIEFS DEMANDED HE BEING THE HEIR OF THE LATE of the evidence presented.
CARLOS PUNO, ONE OF THE INCORPORATORS OF A certificate of live birth purportedl identif ing the
RESPONDENT CORPORATION. putative father is not competent evidence of paternit
II. HONORABLE COURT OF APPEALS ERRED IN RULING when there is no showing that the putative father had a
THAT FILIATION OF JOSELITO PUNO, THE PETITIONER , hand in the preparation of the certificate. The local civil
IS NOT DUL PROVEN OR ESTABLISHED. registrar has no authorit to record the paternit of an
III. THE HONORABLE COURT ERRED IN NOT RULING THAT illegitimate child on
JOSELITO MUNO AND JOSELITO PUNO REFERS TO THE
ONE AND THE SAME PERSON.
IV. THE HONORABLE COURT OF APPEALS ERRED IN NOT
7 R ll , . 21-22.
RULING THAT HAT RESPONDENT MEREL DISPUTES IS
8 Fe a de . Ta , 440 P . 334, 349; 391 SCRA 653, 664 (2002).
THE SURNAME OF THE PETITIONER HICH AS
9 S cial Sec i S e . Ag a , G.R. N . 165546, F 27, 2006,
MISSPELLED AND THE FACTUAL AL-
483 SCRA 383, 395-396.

5 1

5 Id., . 31-35.
6 CA R ll , . 90-91. L. 599, E E BE 11, 2009 591

5 0 Puno s. Puno Enterprises, Inc.

590 E EC E A A ED the information of a third person.10 As correctl observed

b the CA, onl petitioner s mother supplied the data in the
Puno s. Puno Enterprises, Inc. birth certificate and signed the same. There was no
evidence that Carlos L. Puno acknowledged petitioner as inherent in the ownership of the shares.15
his son. Upon the death of a shareholder, the heirs do not
As for the baptismal certificate, we have alread decreed automaticall become stockholders of the corporation and
that it can onl serve as evidence of the administration of acquire the rights and privileges of the deceased as
the sacrament on the date specified but not of the veracit shareholder of the corporation. The stocks must be
of the entries with respect to the child s paternit .11 distributed first to the heirs in estate proceedings, and the
In an case, Sections 74 and 75 of the Corporation Code transfer of the stocks must be recorded in the books of the
enumerate the persons who are entitled to the inspection of corporation. Section 63 of the Corporation Code provides
corporate books, thus that no transfer shall be valid, e cept as between the
parties, until the transfer is recorded in the books of the
S . 74. Book o be kep ; ock an fe agen . . corporation.16 During such interim period, the heirs stand
T a a a a a as the equitable owners of the stocks, the e ecutor or
a a a administrator dul appointed b the court being vested
di ec , ee, ckh de a a with the legal title to the stock.17 Until a settlement and
a a a a a a , division of the estate is effected, the stocks of the decedent
, a a ,a are held b the administrator or e ecutor.1 Consequentl ,
. during such time, it is the administrator or e ecutor who is
entitled to e ercise the rights of the deceased as
S . 75. Righ o financial a emen . W (10) a stockholder.
a a ,
a a a a
a , a a aa a
a a a a a a a a a a 13 5A F C cl edia f he La fP i aeC ai , 2213.
a , a a a a a a a 14 G k g ei, J . . Sec i ie a d E cha ge C i i , 178 P .
a . 12
266, 314; 89 SCRA 336 (1979).
15 C , Phili i eC a e La , . 259, Niel
The stockholder s right of inspection of the corporation s & C ., I c. . Le a C lida ed Mi i g C ., 26 SCRA 540 (1968);
books and records is based upon his ownership of shares in L , R , T C C P , . 617,
the corporation and the necessit for self-protection. After K igh . Sch l , 141 O S . 267, 47 NE (2 ) 286.
all, a shareholder has the right to be intelligentl informed 16 R L , T C C P , . 2, .
about 718, Mig el A.B. Si , e al. . H . Agell e al., SEC-EB N .
293, N 23, 1992.
17 5A F C cl edia f he La fP i aeC ai , 2213.
18 Ta . S ci , G.R. N . 153468, A 17, 2006, 499 SCRA 216, 231.
10 Caba a ia . C fA eal , 484 P . 42, 51; 441 SCRA 96, 103-
104 (2004). 5 3
11 Id.
12 E .
L. 599, E E BE 11, 2009 593
5 2
Puno s. Puno Enterprises, Inc.

592 E EC E A A ED Thus, even if petitioner presents sufficient evidence in

Puno s. Puno Enterprises, Inc. this case to establish that he is the son of Carlos L. Puno,
he would still not be allowed to inspect respondent s books
and be entitled to receive dividends from respondent,
corporate affairs.13 Such right rests upon the stockholder s
absent an showing in its transfer book that some of the
underl ing ownership of the corporation s assets and
shares owned b Carlos L. Puno were transferred to him.
propert .14
This would onl be possible if petitioner has been
Similarl , onl stockholders of record are entitled to
receive dividends declared b the corporation, a right
 recogni ed as an heir and has participated in the
settlement of the estate of the deceased.
Corollar to this is the doctrine that a determination of
whether a person, claiming proprietar rights over the
estate of a deceased person, is an heir of the deceased must
be ventilated in a special proceeding instituted precisel for
the purpose of settling the estate of the latter. The status of
an illegitimate child who claims to be an heir to a
decedent s estate cannot be adjudicated in an ordinar civil
action, as in a case for the recover of propert .1 The
doctrine applies to the instant case, which is one for
specific performance to direct respondent corporation to
allow petitioner to e ercise rights that pertain onl to the
deceased and his representatives.
WHEREFORE, premises considered, the petition is
DENIED. The Court of Appeals Decision dated October 11,
2006 and Resolution dated March 6, 2007 are AFFIRMED.
SO ORDERED.

Yna e -San iag (Chai e n), Chic -Na a i ,

Vela c , J . and Pe al a, JJ., concur.

Pe i i n denied, j dgmen and e l i n affi med.

No es. When a putative father manifests openl

through words and deeds his recognition of a child, the
courts can do no less than confirm said acknowledgment.
(Lim . C f A eal , 270 SCRA 1 [1997])

19 J a i . Re e , G.R. N . 154645, J 13, 2004, 434 SCRA 260,

274.

C g 2021 Ce a B S , I c. A g e e ed.