THIRD DIVISION
|
JOSELITO MUSNI PUNO (as heir of the late
Carlos Puno), Petitioner, - versus - PUNO
ENTERPRISES, INC., represented by JESUSA PUNO, Respondent. |
G.R.
No. 177066
Present: YNARES-SANTIAGO, J.,
Chairperson, CHICO-NAZARIO, VELASCO, JR., NACHURA, and PERALTA, JJ. Promulgated: September
11, 2009 |
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DECISION
NACHURA, J.:
Upon the death of a stockholder, the
heirs do not automatically become stockholders of the corporation; neither are
they mandatorily entitled to the rights and privileges of a stockholder. This, we
declare in this petition for review on certiorari
of the Court of Appeals (CA) Decision[1]
dated October 11, 2006 and Resolution dated March 6, 2007 in CA-G.R. CV No.
86137.
The facts of the case follow:
Carlos L. Puno, who died on June 25,
1963, was an incorporator of respondent Puno Enterprises, Inc. On March 14,
2003, petitioner Joselito Musni Puno, claiming to be an heir of Carlos L. Puno,
initiated a complaint for specific performance against respondent. Petitioner averred that he is the son of the
deceased with the latter’s common-law wife, Amelia Puno. As surviving heir, he claimed
entitlement to the rights and privileges of his late father as stockholder of
respondent. The complaint thus prayed that respondent allow petitioner to
inspect its corporate book, render an accounting of all the transactions it
entered into from 1962, and give petitioner all the profits, earnings,
dividends, or income pertaining to the shares of Carlos L. Puno.[2]
Respondent filed a motion to dismiss
on the ground that petitioner did not have the legal personality to sue because
his birth certificate names him as “Joselito Musni Muno.” Apropos, there was
yet a need for a judicial declaration that “Joselito Musni Puno” and “Joselito
Musni Muno” were one and the same.
The court ordered that the
proceedings be held in abeyance, ratiocinating that petitioner’s certificate of
live birth was no proof of his paternity and relation to Carlos L. Puno.
Petitioner submitted the corrected
birth certificate with the name “Joselito M. Puno,” certified by the Civil
Registrar of the City of
On October 11, 2005, the court
rendered a Decision, the dispositive portion of which reads:
WHEREFORE, judgment is hereby rendered ordering Jesusa Puno and/or Felicidad Fermin to allow the plaintiff to inspect the corporate books and records of the company from 1962 up to the present including the financial statements of the corporation.
The costs of copying shall be shouldered by the plaintiff. Any expenses to be incurred by the defendant to be able to comply with this order shall be the subject of a bill of costs.
SO ORDERED.[4]
On
appeal, the CA ordered the dismissal of the complaint in its Decision dated
October 11, 2006. According to the CA, petitioner was not able to establish the
paternity of and his filiation to Carlos L. Puno since his birth certificate
was prepared without the intervention of and the participatory acknowledgment
of paternity by Carlos L. Puno. Accordingly, the CA said that petitioner had
no right to demand that he be allowed to examine respondent’s books. Moreover,
petitioner was not a stockholder of the corporation but was merely claiming rights
as an heir of Carlos L. Puno, an incorporator of the corporation. His action
for specific performance therefore appeared to be premature; the proper action
to be taken was to prove the paternity of and his filiation to Carlos L. Puno
in a petition for the settlement of the estate of the latter.[5]
Petitioner’s
motion for reconsideration was denied by the CA in its Resolution[6]
dated March 6, 2007.
In this petition, petitioner raises the following issues:
I. THE HONORABLE COURT OF APPEALS ERRED IN NOT RULING THAT THE JOSELITO PUNO IS ENTITLED TO THE RELIEFS DEMANDED HE BEING THE HEIR OF THE LATE CARLOS PUNO, ONE OF THE INCORPORATORS [OF] RESPONDENT CORPORATION.
II. HONORABLE COURT OF APPEALS ERRED IN RULING THAT FILIATION OF JOSELITO PUNO, THE PETITIONER[,] IS NOT DULY PROVEN OR ESTABLISHED.
III. THE HONORABLE COURT ERRED IN NOT RULING THAT JOSELITO MUNO AND JOSELITO PUNO REFERS TO THE ONE AND THE SAME PERSON.
IV. THE HONORABLE COURT OF APPEALS ERRED IN NOT RULING THAT WHAT RESPONDENT MERELY DISPUTES IS THE SURNAME OF THE PETITIONER WHICH WAS MISSPELLED AND THE FACTUAL ALLEGATION E.G. RIGHTS OF PETITIONER AS HEIR OF CARLOS PUNO ARE DEEMED ADMITTED HYPOTHETICALLY IN THE RESPONDENT[’S] MOTION TO DISMISS.
V. THE HONORABLE COURT OF APPEALS THEREFORE ERRED I[N] DECREEING THAT PETITIONER IS NOT ENTITLED TO INSPECT THE CORPORATE BOOKS OF DEFENDANT CORPORATION.[7]
The petition is without merit.
Petitioner failed to establish the right to inspect respondent corporation’s
books and receive dividends on the stocks owned by Carlos L. Puno.
Petitioner
anchors his claim on his being an heir of the deceased stockholder. However, we agree with the appellate court
that petitioner was not able to prove satisfactorily his filiation to the
deceased stockholder; thus, the former cannot claim to be an heir of the latter.
Incessantly,
we have declared that factual findings of the CA supported by substantial evidence, are conclusive and binding.[8] In an appeal via certiorari, the Court may not review
the factual findings of the
CA. It is not the Court’s function under Rule 45 of the Rules of Court to
review, examine, and evaluate or weigh the probative value of the evidence
presented.[9]
A certificate of live birth
purportedly identifying the putative father is not competent evidence of
paternity when there is no showing that the putative father had a hand in the
preparation of the certificate. The local civil registrar has no authority to
record the paternity of an illegitimate child on the information of a third
person.[10] As
correctly observed by the CA, only petitioner’s mother supplied the data in the
birth certificate and signed the same. There was no evidence that Carlos L.
Puno acknowledged petitioner as his son.
As for the baptismal certificate, we
have already decreed that it can only serve as evidence of the administration
of the sacrament on the date specified but not of the veracity of the entries
with respect to the child’s paternity.[11]
In any case, Sections 74 and 75 of
the Corporation Code enumerate the persons who are entitled to the inspection
of corporate books, thus —
Sec. 74. Books
to be kept; stock transfer agent. — x x x.
The records of all business transactions of
the corporation and the minutes of any meeting shall be open to the inspection
of any director, trustee, stockholder
or member of the corporation at reasonable hours on business days and he may
demand, in writing, for a copy of excerpts from said records or minutes, at his
expense.
x x x x
Sec. 75. Right
to financial statements. — Within ten (10) days from receipt of a written
request of any stockholder or member, the corporation shall furnish to him its
most recent financial statement, which shall include a balance sheet as of the
end of the last taxable year and a profit or loss of statement for said taxable
year, showing in reasonable detail its assets and liabilities and the result of
its operations.[12]
The stockholder’s right of inspection
of the corporation’s books and records is based upon his ownership of shares in
the corporation and the necessity for self-protection. After all, a shareholder
has the right to be intelligently informed about corporate affairs.[13] Such
right rests upon the stockholder’s underlying ownership of the corporation’s
assets and property.[14]
Similarly, only stockholders of
record are entitled to receive dividends declared by the corporation, a right
inherent in the ownership of the shares.[15]
Upon the death of a shareholder, the heirs
do not automatically become stockholders of the corporation and acquire the
rights and privileges of the deceased as shareholder of the corporation. The
stocks must be distributed first to the heirs in estate proceedings, and the transfer
of the stocks must be recorded in the books of the corporation. Section 63 of the Corporation Code provides
that no transfer shall be valid, except as between the parties, until the
transfer is recorded in the books of the corporation.[16]
During such interim period, the heirs stand as the equitable owners of the
stocks,
the executor or administrator duly appointed by the court being vested with the
legal title to the stock.[17] Until a settlement and division of the estate
is effected, the stocks of the decedent are held by the administrator or
executor.[18] Consequently,
during such time, it is the administrator or executor who is entitled to
exercise the rights of the deceased as stockholder.
Thus, even if petitioner
presents sufficient evidence in this case to establish that he is the son of
Carlos L. Puno, he would still not be allowed to inspect respondent’s books and
be entitled to receive dividends from respondent, absent any showing in its transfer
book that some of the shares owned by Carlos L. Puno were transferred to him.
This would only be possible if petitioner has been recognized as an heir and has
participated in the settlement of the estate of the deceased.
Corollary to this is the
doctrine that a determination of whether a person, claiming proprietary rights
over the estate of a deceased person, is an heir of the deceased must be
ventilated in a special proceeding instituted precisely for the purpose of
settling the estate of the latter. The status of an illegitimate child who
claims to be an heir to a decedent’s estate cannot be
adjudicated in an ordinary civil action, as in a case for the recovery of
property.[19] The doctrine applies to the instant case,
which is one for specific performance — to direct respondent corporation to
allow petitioner to exercise rights that pertain only to the deceased and his
representatives.
WHEREFORE, premises considered, the petition is DENIED. The Court of Appeals Decision dated October 11, 2006 and
Resolution dated March 6, 2007 are AFFIRMED.
SO ORDERED.
ANTONIO
EDUARDO B. NACHURA
Associate
Justice
WE CONCUR:
CONSUELO YNARES-SANTIAGO
Associate
Justice
Chairperson
|
MINITA V. CHICO-NAZARIO Associate
Justice |
PRESBITERO J. VELASCO, JR. Associate
Justice |
DIOSDADO M. PERALTA
Associate
Justice
A T T E S T A T I O N
I attest that the conclusions in the above Decision were
reached in consultation before the case was assigned to the writer of the
opinion of the Court’s Division.
CONSUELO
YNARES-SANTIAGO
Associate
Justice
Chairperson,
Third Division
C E R T I F I C A T I O N
Pursuant to Section 13, Article VIII of the Constitution
and the Division Chairperson's Attestation, I certify that the conclusions in
the above Decision had been reached in consultation before the case was
assigned to the writer of the opinion of the Court’s Division.
REYNATO
S. PUNO
Chief
Justice
[1] Penned by Associate Justice Conrado M. Vasquez, Jr. (now Presiding Justice of the Court of Appeals) with Associate Justices Mariano C. del Castillo (now Associate Justice of the Supreme Court) and Santiago Javier Ranada, concurring; rollo, pp. 28-36.
[2] Records, pp. 1-4.
[3]
[4] Rollo, p. 30.
[5]
[6] CA rollo, pp. 90-91.
[7] Rollo, pp. 21-22.
[8] Fernandez v. Tarun, 440 Phil. 334, 349 (2002).
[9] Social Security System v. Aguas, G.R. No. 165546, February 27, 2006, 483 SCRA 383, 395-396.
[10] Cabatania v. Court of Appeals, 484 Phil. 42, 51 (2004).
[11]
[12] Emphasis supplied.
[13] 5A Fletcher Cyclopedia of the Law of Private Corporations, §2213.
[14] Gokongwei, Jr. v. Securities and Exchange Commission, 178 Phil. 266, 314 (1979).
[15] Cesar Villanueva, Philippine Corporate Law, p. 259, citing Nielson & Co., Inc. v. Lepanto Consolidated Mining Co., 26 SCRA 540 (1968); Lopez, Rosario, the Corporation Code of the Philippines, p. 617, citing Knight v. Schultz, 141 Ohio St. 267, 47 NE (2d) 286.
[16] Rosario Lopez, The Corporation Code
of the
[17] 5A Fletcher Cyclopedia of the Law of Private Corporations., §2213.
[18] Tan v. Sycip, G.R. No. 153468, August 17, 2006, 499 SCRA 216, 231.
[19] Joaquino v. Reyes, G.R. No. 154645, July 13, 2004, 434 SCRA 260, 274.