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of section 35 of Act No.

1459, and said by-law should be made to harmonize


FLEISCHER v BOTICA NOLASCO with said provisions. It should not be inconsistent therewith.

FACTS: Restrictions upon the traffic in stock must have their source in legislative
enactment, as the corporation itself cannot create such impediments. By-law
Manuel Gonzalez originally owned five shares of stock in R-company. On are intended merely for the protection of the corporation, and prescribe
March 11, 1923, he assigned and delivered said five shares to P, by regulation and not restriction; they are always subject to the charter of the
accomplishing the form of endorsement provided on the back thereof, corporation. The corporation, in the absence of such a power, cannot
together with other credits, in consideration of a large sum of money owed by ordinarily inquire into or pass upon the legality of the transaction by which its
Gonzalez to Fleischer. Dr. Eduardo Miciano, who was the secretary-treasurer stock passes from one person to another, nor can it question the
of R, offered to buy from P, on behalf of the corporation, said shares of stock, consideration upon which a sale is based. A by-law cannot take away or
at their par value of P100 a share, for P500. By virtue of article 12 of the by- abridge the substantial rights of stockholder. Under a statute authorizing by-
laws of R, said corporation had the preferential right to buy from Manuel laws for the transfer of stock, a corporation can do no more than prescribe a
Gonzalez said shares. However, P refused to sell them to R, instead, P general mode of transfer on the corporate books and cannot justify an
requested Doctor Miciano to register said shares in his name. Doctor Miciano unreasonable restriction upon the right of sale.
refused to do so, saying that it would be in contravention of the by-laws of the
corporation. It follows from the foregoing that a corporation has no power to prevent or to
restrain transfers of its shares, unless such power is expressly conferred in
It also appears from the record that two days after the assignment of the its charter or governing statute. This conclusion follows from the further
shares to P, Gonzales made a written statement to R, requesting that the consideration that by-laws or other regulations restraining such transfers,
five shares of stock sold by him to P be noted transferred to P's name. He unless derived from authority expressly granted by the legislature, would be
also acknowledged in said written statement the preferential right of the regarded as impositions in restraint of trade.
corporation to buy said five shares. On June 14, 1923, Gonzalez wrote a
letter withdrawing and cancelling his first letter to which letter the R replied, The only restraint imposed by the Corporation Law upon transfer of shares is
declaring that his written statement was in conformity with the by-laws of the found in section 35 of Act No. 1459, quoted above, as follows: "No transfer,
corporation and that the shares in question had been registered in the name however, shall be valid, except as between the parties, until the transfer is
of R. entered and noted upon the books of the corporation so as to show the
names of the parties to the transaction, the date of the transfer, the number
P filed an action against R praying for a judgment ordering R to register in his of the certificate, and the number of shares transferred." This restriction is
name the five shares of stock. R, as a defense, interposed article 12 of its by- necessary in order that the officers of the corporation may know who are the
laws, which gave preferential right to R to buy said shares and that said offer stockholders, which is essential in conducting elections of officers, in calling
was refused by P. meeting of stockholders, and for other purposes. But any restriction of the
nature of that imposed in the by-law now in question, is ultra vires, violative
ISSUE: of the property rights of shareholders, and in restraint of trade.
W/N the by-laws contradict the Corporation Law (Act No. 1459)
An unauthorized by-law forbidding a shareholder to sell his shares without
RATIO: first offering them to the corporation for a period of thirty days is not binding
upon an assignee of the stock as a personal contract, although his assignor
Section 13, paragraph 7 of the Corp Law empowers a corporation to make knew of the by-law and took part in its adoption.
by-laws, not inconsistent with any existing law, for the transferring of its
stock. The law on this subject is found in section 35 of Act No. 1459. Under
said section, the shares of stock are personal property and may be
transferred. Said section contemplates no restriction as to whom they may be
transferred or sold. Therefore, in adopting a by-law governing transfer of
shares of stock, a corp should take into consideration the specific provisions