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FLORENDO
II. FULL TITLE: Aquilino Rivera, Isamu Akasako and Fujiyama Hotel & Restaurant versus
The Hon. Alfredo Florendo, Judge of Court of First Instance of Manila,
Lourdes Jureidini and Milagros Tsuchiya G.R. No. L-57586, October 8,
1986, J. Paras
VI. ISSUE:
VII. RULING:
1. Yes. As found in Sec. 63 of the Corporation Code, shares of stock may be transferred by
delivery of the certificate after indorsement by the owner or his attorney-in-fact or other person
legally authorized to make the transfer. By this provision it is evident that Rivera’s indorsement
must be obtained before any transfer of the questioned shares is effected. Thus, the Corporation’s
refusal for the registration of the shares of stock in the names of Jureidini and Tsuchiya is proper.
Since Jureidini and Tsuchiya chose special action for mandamus as a remedy to compel Rivera.
This recourse is not proper and, thus, the same should be dismissed without prejudice on filing the
proper action. The rights and obligations of Jureidini, Tsuchiya and the petitioners should be
determined in a proper action, not mandamus.
2. No, SEC does not have jurisdiction of the case since the dispute is not an intra-corporate
controversy. Intra-corporate controversies are those which arise between and stockholder and the
corporation or among the stockholders. In the present case, what it simply involves is a conflict on
the ownership of a group of shares between the registered owner and an outside party as Jureidini
and Tsuchiya are not deemed as stockholders.