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  • Nava vs. Peers Marketing Corporation

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    iwamawi
    280 vizualizări1 pagină
    Po subscribed to 80 shares in Peers Marketing Corporation but only paid 25% of the subscription amount, so no stock certificate was issued. Po then sold 20 shares to Nava. Nava requested the transfer be registered but was denied as Po had not fully paid. The Court held the transfer did not qualify for registration under the law as it did not involve fully paid, certified shares. Further, as Po had not paid in full, the corporation maintained a claim over the shares. Therefore, the officers could not be compelled by mandamus to register the transfer from Po to Nava.

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    Po subscribed to 80 shares in Peers Marketing Corporation but only paid 25% of the subscription amount, so no stock certificate was issued. Po then sold 20 shares to Nava. Nava requested the transfer be registered but was denied as Po had not fully paid. The Court held the transfer did not qualify for registration under the law as it did not involve fully paid, certified shares. Further, as Po had not paid in full, the corporation maintained a claim over the shares. Therefore, the officers could not be compelled by mandamus to register the transfer from Po to Nava.

    Drepturi de autor:

    © All Rights Reserved
    Descărcați ca DOCX, PDF, TXT sau citiți online pe Scribd
    Indicator pentru conținut neadecvat
    280 vizualizări1 pagină

    Nava vs. Peers Marketing Corporation

    Încărcat de

    iwamawi
    Po subscribed to 80 shares in Peers Marketing Corporation but only paid 25% of the subscription amount, so no stock certificate was issued. Po then sold 20 shares to Nava. Nava requested the transfer be registered but was denied as Po had not fully paid. The Court held the transfer did not qualify for registration under the law as it did not involve fully paid, certified shares. Further, as Po had not paid in full, the corporation maintained a claim over the shares. Therefore, the officers could not be compelled by mandamus to register the transfer from Po to Nava.

    Drepturi de autor:

    © All Rights Reserved
    Descărcați ca DOCX, PDF, TXT sau citiți online pe Scribd
    Indicator pentru conținut neadecvat
    din 1

    Nava vs.

    Peers Marketing Corporation, 74 SCRA 65,


    November 25, 1976 Held: No.
    AQUINO, J
    The Court held that the transfer made by Po to Nava is not the
    Doctrine: Only fully paid shares for which certificates of stock “alienation, sale, or transfer of stock”, that is supposed to be
    have been issued are subject to the registration requirement recorded in the stock and transfer book , as contemplated in
    in the stock and transfer book in cases dealing with their Sec. 52 of the Corporation.
    shares and absolute disposition.
    Based on Sec. 35 of the Corporation Law, only those covered
    Facts: by the certificate of stock may be alienated. Furthermore, this
    Teofilo Po subscribed 80 shares of Peers Marketing situation is also not covered by the by-laws of the corporation.
    Corporation at P100 pesos a share or a total par value of It is provided that the corporation can include in its by-laws
    P8,000. Po only paid P2,000 or 25% of the amount of his total rules, not inconsistent with law, governing the transfer of its
    subscription. The corporation did not issue any certificate of shares of stock
    stock to him.
    In the instant case, the 20 shares in question are not covered
    On April 2, 1966, Po sold to Ricardo Nava, 20 of his 80 shares by any certificate of stock. Without the stock certificate, which
    for P2,000. Nava requested the corporate officers to register is the evidence of ownership of corporate stock, the
    the sale in the books of the corporation. However, his request assignment of corporate shares is effective only between the
    was denied, as Po was delinquent in the payment of the parties to the transaction. Hence, there is no clear duty on the
    balance of his subscription. Nava was also informed that the part of the corporate officers to register the shares in Nava’s
    corporation has a claim over Po’s entire subscription. name.

    Thus, Nava filed a case of mandamus against the corporation Moreover, the corporation has a claim on the said shares for
    and its officers to compel them to register the sale executed the unpaid balance of Po's subscription. A stock subscription is
    between Nava and Po. The trial court dismissed the petition. a subsisting liability from the time the subscription is made.
    Hence, this appeal was filed. The subscriber is as much bound to pay his subscription, as he
    would be to pay any other debt. The right of the corporation
    Issue: Whether the officers of Peers Marketing Corporation to demand payment is no less incontestable.
    can be compelled by mandamus to enter in its stock and
    transfer book the sale made by Po to Nava

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