Consequently a transferee of shares of stock such as Ynchon is a real party in

Consequently a transferee of shares of stock such as

This preview shows page 12 - 14 out of 29 pages.

Consequently, a transferee of shares of stock, such as Ynchon, is a real party in interest that has a cause of action for mandamus to compel the registration of the transfer and the corresponding issuance of stock certificates even without the written authority from the seller to cancel the certificate and register the shares in the books of the corporation. Basis: Price v. Martin, G.R. No. L-37281,November 10, 1933 "A person who has purchased stock, and who desires to be recognized as a stockholder, for the purpose of voting, must secure such a standing by having the transfer recorder upon the books. If the transfer is not duly made upon request, he has, as his remedy, to compel it to be made." Rural Bank of Salinas, Inc. v. Court of Appeals, G.R. No. 96674. June 26, 1992 The corporation's obligation to register is ministerial, citing Fletcher, to wit: In transferring stock, the secretary of a corporation acts in purely ministerial capacity, and does not try to decide the question of ownership. The duty of the corporation to transfer is a ministerial one and if it refuses to make such transaction without good cause, it may be compelled to do so by mandamus. Andaya vs Rural Bank of Cabadbaran, GR No. 188769, August 3, 2016 The Supreme Court ruled that the transferees of shares of stock are real parties in interest having a cause of action for mandamus to compel the registration of transfer and the corresponding issuance of stock certificates. (b) Ynchon is liable to pay the remaining unpaid 50% balance. The sale of Ybarra of his shares to Ynchon has the effect of extinguishment of the obligation of Ybarra as seller to the corporation to pay whatever is the balance in the contract of subscription. However, Ynchon has the right to recover from Ybarra. The sale of shares to the buyer with the consent of the corporation effectively resulted in novation. Novation, which consists in substituting a new debtor in the place of the original one, may be made even without the knowledge or against the will of the latter, but not
Image of page 12
without the consent of the creditor. In this case, the change of debtor took place when Ybarra sold his shares to Ynchon so that the latter became obliged to settle the 50% unpaid balance on the subscription. Basis: Interport Resources Corporation vs. Securities Specialist Inc., G.R. No. 154069, June 6, 2016 "The SEC correctly categorized the assignment of the subscription agreements as a form of novation by substitution of a new debtor and which required the consent of or notice to the creditor." "Clearly, the effect of the assignment of the subscription agreements to SSI was to extinguish the obligation of R.C. Lee to Oceanic, now Interport, to settle the unpaid balance on the subscription. As a result of the assignment, Interport was no longer obliged to accept any payment from R.C. Lee because the latter had ceased to be privy to Subscription Agreements Nos. 1805, and 1808 to 1811 for having been extinguished insofar as it was concerned. On the other hand, Interport was legally bound to accept SSI's tender of payment
Image of page 13
Image of page 14

You've reached the end of your free preview.

Want to read all 29 pages?

  • Spring '14
  • FelishaK.McCaster
  • Corporation, AOI, Authorized Capital Stock

  • Left Quote Icon

    Student Picture

  • Left Quote Icon

    Student Picture

  • Left Quote Icon

    Student Picture

Stuck? We have tutors online 24/7 who can help you get unstuck.
A+ icon
Ask Expert Tutors You can ask You can ask You can ask (will expire )
Answers in as fast as 15 minutes