Professional Documents
Culture Documents
(1935)
1) Diosomito, who owned 75 shares (of the North Electric Co., Inc.,), sold
said shares to Barcelon and delivered to the latter the corresponding stock
certificates.
2) Uson sued Diosomito for a debt and that upon institution of said action an
attachment was duly issued and levied upon 75 shares (of the North Electric Co.,
Inc.,) which stood in Diosomito name on the books of the company when the
attachment was levied.
3) Barcelon only presented the certificates for registration 9 months after the
attachment had been levied.
5) To satisfy said judgment, the sheriff sold said shares at public auction.
6) The plaintiff Toribia Uson was the highest bidder and said shares were
adjudicated to her. (See Exhibit K.)
2) Mrs. Santamaria delivered it, as it was, to R.J. Campos & Co. (another
brokerage firm) to comply with the latter's requirement that she deposit
something on account if she wanted to, buy shares of another corporation (with
the understanding that said certificate would be returned to her upon payment of
the 10,000 Crown Mines, Inc. shares).
4) 2 days later- Mrs. Santamaria went to R. J. Campos & Co., Inc. to pay for
her order of 10,000 Crown Mines shares and to get back the said Certificate but
the manager informed her that R. J. Campos & Co., Inc. was no longer allowed
to transact business due to a prohibition order from the Securities and Exchange
Commission. She was also informed that her Stock certificate was in the
possession of HSBC.
Mrs. Santamaria could have asked the corporation that had issued said
certificate to cancel it and issue another in lieu thereof in her name to apprise the
holder that she was the owner of said certificate. This she failed to do, and
instead she delivered said certificate to R.J. Campos & Co. indorsed in blank,
thereby clothing the latter with apparent title to the shares represented by said
certificate including apparent authority to negotiate it. This was the proximate
cause of the damage suffered by her. She is, therefore, estopped from claiming
further title to or interest therein as against a bona fide pledgee or transferee
thereof.
(Sir: not because you have possession of the shares does this mean that you
have ownership of the shares).
aa
1) This action involves the title to 1,600,000 shares of stock of the Lepanto
Consolidated Mining Co.
3) During the pendency of this case, the latter has allegedly conveyed and
assigned his interest in and to said half claimed by him to the former.
5) The said certificates, sometime in 1945 or 1946, lost under the conditions
set forth in subsequent pages.
6) Plaintiffs’ Version:
De los Santos bought 500,000 shares from Juan Campos, in Manila, early
in December 1942; that he bought 300,000 shares from Carl Hess, in the
same city, several days later; and that, before Christmas of 1942, be
bought 800,000 shares from Carl Hess, this time for the account and
benefit of Astraquillo.
"The capital stock of stock corporations shall be divided into shares for which
certificates signed by the president or the vice-president, countersigned by the secretary
or clerk and sealed with the seal of the corporation, shall be issued in accordance with
the by-laws. Shares of stock so issued are personal property and may be transferred by
delivery of the certificate indorsed by the owner or his attorney in fact or other person
legally authorized to make the transfer. No transfer, however, shall be valid, except as
between the parties, until the transfer is 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 of the certificate, and the number of shares transferred.
"No shares of stock against which the corporation holds any unpaid claim shall
be transferable on the books of the corporation." (Italics supplied.)
No such entry in the name of the plaintiffs herein having been made, it
follows that the transfer allegedly effected by Juan Campos and Carl Hess in
their favor is "not valid, except as between" themselves. It does not bind either
Madrigal or the Mitsuis, who are not parties to said alleged transaction. What is
more, the came is "not valid," or, in the words of the Supreme Court of Wisconsin
(Re Murphy, 51 Wise. 519, 8 N. W. 419)-which were quoted approval in Uson vs.
Diosomito (61 Phil., 535)-"absolutely void" and, hence, as good as non-existent,
insofar as Madrigal and the Mitsuis are concerned.
3) The said certificates of stock were delivered with the mortgage to the
mortgagee, Chua Chiu.
4) The said mortgage was duly registered in the office of the register of
deeds of Manila on June 23, 1931, and in the office of the said corporation on
September 30, 1931.
5) Subsequently, Chua Chiu assigned all his right and interest in said
mortgage to the plaintiff and the assignment was registered in the office of the
register of deeds in the City of Manila on December 28, 1931, and in the office of
the said corporation on January 4, 1932.
7) The sheriff auctioned said 5,894 shares of stock on December 22, 1932,
and the plaintiff having been the highest bidder for the sum of P14,390, the
sheriff executed in his favor a certificate of sale of said shares.
9) The said officers (the individual defendants) refused and still refuse to
issue said new shares in the name of the plaintiff.
10) The prayer is that a writ of mandamus be issued requiring the defendants
to transfer the said 5,894 shares of stock to the plaintiff by cancelling the old
certificates and issuing new ones in their stead.
11) C Defense:
that the defendants refuse to cancel the said certificates standing in the
name of Gonzalo H. Co Toco on the books .of the corporation and to issue new
ones in the name of the plaintiff because prior to the date when the plaintiff made
his demand, to wit, February 4, 1933, nine attachments had been issued and
served and noted on the books of the corporation against the shares of Gonzalo
H. Co Toco and the plaintiff objected to having these attachments noted on the
new certificates which he demanded.
12) It will be noted that the first eight of the said writs of attachment were
served on the corporation and noted on its records before the corporation
received notice from the mortgagee Chua Chiu of the mortgage of said shares
dated June 18, 1931.
14)
ISSUE: Did the registration of said chattel mortgage in the registry of chattel
mortgages in the office of the register of deeds of Manila, under date of July 23,
1931, give constructive notice to the said attaching creditors?