NAVA VS.

PEERS MARKETING CORPORATION

G.R. No. L-28120 Ponente Date
AQUINO, J: July 24, 1990
Petitioners Respondents
RICARDO A. NAVA PEERS MARKETING CORPORATION,
RENATO R. CUSI and AMPARO CUSI

DOCTRINE:

I. FACTS:

Teofilo is an incorporator subscribed to eighty shares of Peers Marketing

Corporation with a total par value of Php 8,000, however, only Php 2,000 of
this amount was paid. No certificate of stock was issued to him.

Po sold this share to Ricardo Nava. In the deed of sale, Po represented that
he was the absolute and registered owner of twenty shares of Peers
Marketing. Nava then requested the corporation to register the sale in its
book, but was not denied due to the delinquent payment of the subscription.
Hence, the petitioner filed mandamus to compel the corporation.

II. ISSUE/S

Whether the officers of Peers Marketing Corporation can be compelled by

mandamus to enter in its stock and transfer book the sale made by Po to
Nava.

III. RULING

The Supreme Court ruled in the negative. It held that the transfer made does
not constitute "alienation, sale, or transfer of stock" that is supposed to be
recorded in the stock and transfer book, as contemplated in section 52 of the
Corporation Law. The same further explained that under the facts of this
case, there was no clear legal duty on the part of the officers of the
corporation to register the twenty shares in Nava's name.