GONZALES VS PNB (1983)

I- Parties:

Petitioner: Ramon A. Gonzales

Respondent: Philippine National Bank

II- Theories of the Parties:

Petitioner: is a stockholder, who wants to be allowed to inspect the record

of business transactions of PNB.

Respondent: says that it is limited only and must be asked for in ood faith
for a speci!c, honest purpose and not only for curiosity or for "icious
purpose

III- PIO PO!EE"INGS

#ourt of $irst %nstance of &anila

IV- O#$e%ti&es of the Parties:

Petitioner: wants to in'uire and conduct in"estiation on certain bank

transactions entered into before he became a stockholder.

Respondent: claims and is !rm on the round that petitioner(s re'uest

should be denied because it would "iolate the con!dentiality of the
records if it is unreasonable and not in ood faith.

V- 'e fa%ts:

Gonzales has ) share in PNB, !led a mandamus before R*# to compel the
PNB to allow him to inspect the latter(s records so that he could determine
whether certain bank transactions entered into before he became a
stockholder, whether the followin transactions are "alid and to

a+ satisfy himself as to the truth of the published reports that PNB has
uaranteed the obliation of outhern Neros -e"elopment
#orporation in the purchase of a /01 million suar mill to be
!nanced by 2apanese suppliers and !nanciers

b+ that PNB is !nancin the construction of the P0)& #ebu3&actan

bride to be constructed by 4.# Ponce, %nc. and

c.+ the construction of Passi uar mill at %loilo by the 5oniron Phils %nc.

the written re'uest for such e6amination was denied by PNB, and its leal
counsel denied the re'uest for bein not ermane to his interest as a )3
share stockholder and for the cloud of doubt as to his real intention and
purpose in ac'uirin said share. Gonzales pre"iously admitted that he
ac'uired ) share in the PNB precisely to e6ercise the riht of inspection.

VI- ISSE:

78N, petitioner is dis'uali!ed to e6ercise his riht as a stockholder for

inspection under the #orporation #ode 9aw

VII- *OL"INGS a+, IN"INGS:

es. Petition is denied. Althouh the petitioner has claimed that he has
;usti!able moti"es in seekin the inspection of the books of the
respondent bank, he has not set forth the reasons and the purposes for
which he desires such inspection, e6cept to satisfy himself as to the truth
of published reports reardin certain transactions entered into by the
respondent bank and to in'uire into their "alidity.

VIII- ATIO "E!I"EN"I:

5owe"er, while seeminly enlarin the riht of inspection, the new code
has prescribed limitations to the same. %t is now e6pressly re'uired as a
condition for such e6amination that the one re'uestin it must not ha"e
been uilty of usin improperly any information secured throuh a prior
e6amination, and that the person askin for such e6amination must be
actin in ood faith and for a leitimate purpose in makin his demand.

I.- "ISPOSITION:

7herefore, the petition is hereby dismissed.