Far East Molasses Corporation

November 6, 1987 Far East Molasses Corporation 12th Flr., Ramon Magsaysay Center 1680 Roxas Blvd., Manila Attention : Fe Becina-Macalino Corporate Secretary Madam : This has reference to your letter dated October 20, 1987, requesting for the opinion of this Commission on the query posed therein. It appears that you seek the opinion of the Commission in the matter of a pending request for issuance of the shares of stock of your company which are presently registered in the name of a stockholder who had already died into the name of his son as trustee, under the trust agreement constituted by the stockholder prior to his death. You wish to be enlightened on whether you will recognize the trust agreement as valid and superior to the will which was executed by the decedent stockholder in 1959 and which will is being probated in the Philippine Courts. It likewise appears that Edward Grimm, an American, executed a will in 1959. In August, 1977, he executed a trust agreement which includes the deed of assignment of his shares of stock (38,218) in your corporation. He died on November 27, 1977. On August 26, 1987, you received a request to transfer the shares of stock into his trustee's name. You likewise manifest that there has been no appointment made for a special administrator of the estate which probate of the will was filed in 1982 and remain unacted upon by the parties. The decedent has 2 sets of heirs from 2 marriages, who are presently litigating in Utah, U.S.A. Court. In this instance and it appearing that "there is a conflict of title or doubt as to the right, the corporation may properly refuse to register and transfer its shares of stock to the holder of the certificates, until the right has been settled or adjudicated by interpleader or otherwise." (Citizens' Nat. Bank of Port Allegheny, Pa. v. Consolidated Glass Co. 83 W Va 197 SE 689, cited in 12 Fletcher's Vol. 12, p. 517). cdlex Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman