NAZARIO TRILLANA

vs.
QUEZON COLLEGE, INC.,

FACTS:
Damasa Crisostomo sent the a letter to the Board of Trustees of the Quezon
College stating his subscription to 200 shares, promising to be paid after he will catch
fishes. In October 1948 Crisostomo died as no payment appears to have been made on
the subscription mentioned in his letter. The Quezon College presented a claim on
the testate proceeding of Crisostomo in the Court of First Instance however the claim
was opposed by the administrator of the estate. The court dimiss the claim of Quezon
College, Inc.

ISSUE:
Whether the Quezon College, Inc. can claim a part from the estate of Crisostomo.

RULING:
No, the Quezon College cannot claim a part of estate of Crisostomo. Under
article 1115 of the old Civil Code “if the fulfillment of the condition should depend
upon the exclusive will of the debtor, the conditional obligation shall be void. If it
should depend upon chance, or upon the will of a third person, the obligation shall
produce all its effect in accordance with the provisions of this code”. Indeed. the need
for express acceptance on the part of the Quezon College, Inc. becomes the more
imperative, in view of the proposal of Crisostomo to pay the value of the
subscription after she has harvested fish, a condition obviously dependent upon her
sole will and, therefore, facultative in nature, rendering the obligation void.
In other words, the relation between Crisostomo and the Quezon College, Inc.
had only thus reached the preliminary stage whereby the latter offered its stock for
subscription on the terms stated in the form letter, and Damasa applied for
subscription fixing her own plan payment,- a relation in the absence as in the present
case acceptance by the Quezon College, Inc. of the counter offer of Crisostomo, that
had not ripened into an enforceable contract.
 JOSEPH OMAR O. ANDAYA
vs.
RURAL BANK OF CABADBARAN
(G.R. No. 188769)

FACTS:
Andaya bought from Chute 2200 shares of stocks. The transaction was
evidenced by a notarized document denominated as Sale of Shares of Stocks. Chute
duly endorsed and delivered the certificates of stock to Andaya and subsequently
requested the bank to register the transfer and issue new stock certificates in favor of
Andaya. Also he separately communicated with the bank’s corporate secretary by
reiterating Chute’s request for the issuance of new stock certificates in petitioner’s
favor.
The bank’s corporate secretary wrote Chute to inform her that he could not
register the transfer and further explained that under a previous stockholders’
resolution, existing stockholders were given priority to buy the shares of others and
if no other stockholder would buy them, then it could be proceed to sell the shares to
outsiders.
The bank denied the request of Andaya by reasoned out that he was then
president and chief executive officer of the Green Bank of Caraga, a competitor bank
and maintained that Chute should have first offered her shares to the other
stockholders, as agreed upon during stockholders’ meeting.

Andaya instituted an action for mandamus and damages against the Rural
Bank of Cabadbaran ; its secretary; and its legal counsel which petitioner sought to
compel them to record the transfer in the bank;s stock and transfer book and to issue
new certificates of stock in his name.
The RTC issued a decision dismissing the complaint.

ISSUE:
Whether Andaya, as a transferee of shares of stock, may initiate an action for
mandamus compelling the Rural Bank of Cabdbaran to record the transfer of shares
in its stock and transfer book, as well as issue new stock certificates in his name.

RULING:
Yes, that the registration of a transfer of shares of stock is a ministerial duty on
the part of the corporation. Aggreived parties may then resort to the remedy of
mandamus to compel corporations that wrongfully or unjustifiably refuse to record
the transfer or to issue new certificates of stock. This remedy is available even upon
the instance of a bona fide transferee who is able to establish a clear legal right to the
registration of the transfer as recognized by this court in the case of Price v. Martin.

Andaya has been able to establish that he is a bona fide transferee of the
shares of stock of Chute. In providing this fact, he presented to the RTC the
following documents evidencing the sale: (1) a notarized Sale of Shares of Stocks; (2)
a Documentary Stamp Tax Declaration/return; (3) a Capital Gains Tax Return (4)
Stock certificates covering the subject shares.

Therefore, Andaya had the standing to initiate an action for mandamus to

compel the Rural Bank of Cabadbaran to record the transfer of shares in its stock and
transfer book and to issue new stock certificates in his name.
 NORA A. BITONG
vs.
COURT OF APPEALS
(G.R. No. 33873)

FACTS:
Bitong alleged she was the treasurer and member of the Board of Directors of
Mr. Ms. Corporation. She filed a complaint with the SEC to hold respondent spouses
Apotstol liable for fraud, misrepresentation, disloyalty, evident bad faith, conflict of
interest and mismanagement in directing the affairs of the corporation to the
prejudice of the stockholders. She alleges that certain transactions entered into by the
corporation were not supported by any stockholders. She alleges that certain
transactions entered into by the corporation were not supported by any stockholder’s
resolution. The complaint sought to enjoin Apostol from further acting as president-
director of the corporation and from disbursing any money or funds.

Apostol contends that Bitong was merely a holder-in-trust of the JAKA shares
of the corporation, hence, not entitled to the relief she prays for. SEC hearing panel
issued a writ enjoining Apostol. After hearing the evidence, SEC hearing panel
dissolved the writ and dismissed the complaint filed by Bitong. Bitong appealed to
the SEC en banc which reversed SEC hearing panel decision. Apostol filed petition
for review with the C.A. The C.A. reversed SEC en banc ruling holding that Bitong
was not the owner of any share of stock in the corporation and thereof not a real
party to prosecute the complaint.

ISSUE:
Whether Bitong was the real party in interest.

RULING:
No. It could be gleaned that Bitong was not a bona fide stockholder of the
corporation. Several corporate document disclose that the true party in interest was
JAKA. Although her buying of the shares were recorded in the Stock and Transfer
shall be valid except as between the parties until the transfer is recorded in the books
of the corporation, and upon its recording the corporation is bound by it and is
estopped to deny the fact of transfer of said shares this provision is not conclusive
even against the corporation but are prima facie evidence only.
P