Andaya vs RBC, et al

GR188769, August 3, 2016

Sereno, CJ.:

Facts:

Joseph Omar O. Andaya bought 2,200 shares of stock from Concepcion O. Chute for P220,000 in
the Rural Bank of Cabadbaran (RCB). Chute endorsed and delivered the stock to Andaya, and requested
the bank to register the transfer and issue new stock certificates in favor of Andaya.

After a few days, the bank’s corporate secretary, Demosthenes P. Oraiz informed Chute that he
is unable to register the transfer. The bank’s legal counsel Ricardo D. Gonzales informed Andaya that his
request was referred to the bank’s board of directors for evaluation, the bank denied Andaya’s request,
on the ground that he was the president of a competitor bank, Green Bank of Caraga (GBC), and that he
had a conflict of interest, and concluded that the purchase was made in bad faith.

Due to the events that happened, Andaya instituted an action for mandamus and damages
against the RBC, its corporate secretary and its legal counsel, compelling them to grant his request of
transfer.

The RTC rendered a decision dismissing the complaint. The trail court ruled that Andaya had no
standing to compel the bank the register the transfer in his name.

Hence this petition for review on certiorari.

Issues:

1. Whether or not Andaya may initiate an action for mandamus, and should it be granted in his favor?

Ruling:

1. Yes. Aggrieved parties may resort to the remedy of mandamus to compel corporations that
wrongfully refuse to record the transfer new certificates of stock; The court has ruled that he is a
legitimate transferee of shares of stock of Chute, he has already presented notarized sale of Shares of
Stocks; a Documentary Stamp Tax Declaration; Capital Gains Tax Return; and lastly Stock Certificates,
with all of these documents, Andaya has proven that he has a standing to initiate an action for
mandamus, as provided under Section 3, Rule 65 of the Rules of Court.

Disposition:
 In its decision dated August 3, 2016, the courts grant the petition for mandamus; and the
Decision dated April 17, 2009 and Order dated July 15, 2009 of the RTC are Set Aside; The action is
Reinstated and the case is Remanded for further proceedings.