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    Rivera v. Florendo

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    Trxc Magsino
    1) Petitioner corporation was organized with Aquilino Rivera and others holding shares of stock, with Isamu Akasako alleged to be the real owner of Rivera's shares. 2) Akasako sold shares to Milagros Tsuchiya and Lourdes Jureidini, but Rivera refused to endorse the stock certificates unless additionally paid. 3) Tsuchiya and Jureidini sought mandamus to compel registration of the shares, but the Court held mandamus was improper and remanded the case to regular courts to determine the parties' rights, as the shares were not properly endorsed by Rivera as registered owner.

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    Rivera v. Florendo

    Uploaded by

    Trxc Magsino
    539 views2 pages
    1) Petitioner corporation was organized with Aquilino Rivera and others holding shares of stock, with Isamu Akasako alleged to be the real owner of Rivera's shares. 2) Akasako sold shares to Milagros Tsuchiya and Lourdes Jureidini, but Rivera refused to endorse the stock certificates unless additionally paid. 3) Tsuchiya and Jureidini sought mandamus to compel registration of the shares, but the Court held mandamus was improper and remanded the case to regular courts to determine the parties' rights, as the shares were not properly endorsed by Rivera as registered owner.

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    Corporation law digest

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    1) Petitioner corporation was organized with Aquilino Rivera and others holding shares of stock, with Isamu Akasako alleged to be the real owner of Rivera's shares. 2) Akasako sold shares to Milagros Tsuchiya and Lourdes Jureidini, but Rivera refused to endorse the stock certificates unless additionally paid. 3) Tsuchiya and Jureidini sought mandamus to compel registration of the shares, but the Court held mandamus was improper and remanded the case to regular courts to determine the parties' rights, as the shares were not properly endorsed by Rivera as registered owner.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    539 views2 pages

    Rivera v. Florendo

    Uploaded by

    Trxc Magsino
    1) Petitioner corporation was organized with Aquilino Rivera and others holding shares of stock, with Isamu Akasako alleged to be the real owner of Rivera's shares. 2) Akasako sold shares to Milagros Tsuchiya and Lourdes Jureidini, but Rivera refused to endorse the stock certificates unless additionally paid. 3) Tsuchiya and Jureidini sought mandamus to compel registration of the shares, but the Court held mandamus was improper and remanded the case to regular courts to determine the parties' rights, as the shares were not properly endorsed by Rivera as registered owner.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
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    of 2

    Aquilino Rivera v. Hon. Alfredo Florendo AUTHOR: Magsino, Patricia Marie C.

    G. R. No. L-57586 (Oct. 08, 1986) NOTES:


    TOPIC: Transfer of shares; Remedy if registration is
    refused
    PONENTE: Paras, J.
    FACTS:
    Petitioner corporation, Fujiyama Hotel & Restaurants, Inc., was organized and registered under Philippine
    laws with a capital stock of P1,000,000 divided into 10,000 shares of P100.00 par value each by the petitioner
    Aquilino Rivera and 4 (not named in case) other incorporators
    Isamu Akasako, a Japanese national and co-petitioner who is allegedly the real owner of the shares of stock in
    the name of petitioner Rivera, sold 2,550 shares of stocks to private respondents Milagros Tsuchiya and
    Lourdes Jureidini for a consideration of Php 440,000 with the assurance that Tsuchiya will be made President,
    and Jureidini will be made director of the corporation after the purchase of the shares of stocks
    Rivera assured Tsuchiya that he would sign the stock certificates because Akasako was the real owner of the
    shares of stocks under Riveras name
    Afterthesalewasconsummatedandtheconsiderationwaspaid;Riverarefusedtomaketheindorsement
    statingthathewillonlydosoifheisalsopaid
    TsuchiyaandJureidiniattemptedseveraltimestoregisterthestockcertificateswiththecorporationbutitwas
    refused
    RespondentsTsuchiyaandJureidinifiledaspecialcivilactionformandamus

    ISSUE(S):

    Was mandamus the proper remedy? NO.


    Did SEC or the regular courts have jurisdiction over the case? Regular courts had jurisdiction.

    HELD:
    NO. Mandamus will not lie.
    Rights of the parties will be threshed out in an ordinary action
    CASE IS REMANDED TO LOWER COURT!!

    RATIO:
    Shares of stock may be transferred by delivery to the transferee of the certificate properly indorsed
    Title may be vested in the transferee by delivery of the certificate with a written assignment or indorsement
    The Court held that mandamus is not the proper remedy in a case where the shares of stock in question are not
    even indorsed by the registered owner (Rivera); who specifically resists the registration of the shares of stocks in
    the books of the corporation
    The Court held that even the shares of stock which were purchased by private respondents from the other
    incorporators cant also be the subject of mandamus on the strength of mere indorsement of the supposed owners
    of said shares in the absence of express instructions from them

    AS TO ISSUE ON JURISDICTION:
    Under the law, SEC has original and exclusive jurisdiction to hear and decide cases involving intra-corporate
    controversies
    Intra-corporate controversy has been defined as "one which arises between a stockholder and the corporate
    Since respondents are not stockholders yet and are only seeking to be registered as stockholders in the books of the
    corporation the controversy cant be considered as one arising from intra-corporate relations
    The Court held that the jurisdiction properly belongs to the regular courts
    CASE LAW/ DOCTRINE:
    Mandamus is not the proper remedy in a case where the shares of stock in question are not even indorsed by the
    registered owner
    DISSENTING/CONCURRING OPINION(S):

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