Atty. Agustin T. Locsin

October 4, 1982 Atty. Agustin T. Locsin Rm. 211, Bank of the Philippine Islands Building P.O. Box 300. Bacolod 6001 Sir : This has reference to your letter dated August 25, 1982, regarding your request to this Commission to require the Manila Polo Club, Inc. to recognize the surviving spouse as stockholder with all the rights and attributes of complete ownership and possession. It appears therein that Ricardo S. Gallaga, a stockholder of the Manila Polo Club, Inc., died on August 24, 1976, leaving one (1) share thereof evidenced by Certificate No. 239 to his surviving spouse who wanted to dispose of the same. On January 28, 1978 you received a letter from the Manila Polo Club, Inc. to the effect that said share of stock is of no value. Said club, however could not show you any letter of resignation. It is your view that the property rights of the stockholder cannot be impaired without his consent and that the corporation cannot unilaterally cancel any share without any due process. We regret to inform you that this Commission could not render an appropriate opinion based on the above stated facts since the same is a matter of evidence and therefore a justiciable issue which could only be clarified and determined in a proper proceeding. Like other letter-queries of similar nature, the Securities and Exchange Commission has adopted the policy of not taking any action that will prejudice the outcome of the case, if it will eventually be litigated in the future. Thus, instead of rendering an opinion on said questions and in order to afford the parties due process of law, we suggest that you file the necessary verified complaint with this Commission. prcd Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner