Filriters Guaranty Assurance Corp.

March 25, 1987 Filriters Guaranty Assurance Corp. 6th Flr., Sterling Life Condominium Dela Rosa St. cor. Esteban St. Legaspi Vill., Makati, MM Sir : This relates to your letter dated March 11, 1987, requesting the assistance of this Commission, as legal conservator of Filriters Guaranty Assurance Corporation, to compel the following corporations, namely: SST Machineries & Supplies, Inc., Nippondenso Philippines Corporation and, Filipinas Bank, to issue the corresponding certificates of stock in favor of Filriters Guaranty Assurance Corporation which the latter purchased at a public auction held on September 18, 1985, or in the alternative, requesting the advice of the Commission as to the proper remedy to undertake in such given situation. prcd Anent thereto, please be informed that specific performance and mandamus are the common remedies to compel issuance of stock certificates. (11 Fletcher, Cyc. Corp., 1958 Rev. Vol., sec. 5165, p. 428). Hence, "if a corporation wrongfully refuses to issue a proper certificate of stock when it has the power and is under an obligation to issue the same, it may be compelled to do so by a suit in equity for specific performance of its express or implied contract." (Fletcher, Supra., citing Cortelyou v. Imperial Land Co., 166 Cal. 14, 134 Pac. 981; and others). A stockholder seeking relief must have performed the obligations which entitle him to the certificate or make tender of his readiness to make such performance as the decree may require. (Fletcher, Supra.). Likewise, mandamus is an appropriate remedy to compel the issuance of a certificate where the conditions, facts, and circumstances of a given case bring it within the legal rules which govern the granting of that writ. (Fletcher, p. 431). Thus, mandamus may lie to compel the corporation to register or transfer of stock and issue a new certificate to the transferee. (Fletcher, Sec. 5165; 5521). By way of alternative relief, the stockholder may, however, sue instead for damages, or in some instances, may rescind and recover the consideration paid. (Fletcher, p. 428). Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman