Ed Nathan Q. Drillon vs. The Executive Suite, Inc

[SEC-SICD * CASE NO. 3001. September 21, 1987.] ED NATHAN Q. DRILLON , petitioner , vs .THE EXECUTIVE SUITE, INC. , respondent . D E C I S I O N In his complaint filed on May 21, 1986, complainant alleged, inter alia, that on January 5, 1977, Mr. Romeo L. Ligot sold, transferred and assigned to him Ligot's shares of stock in respondent corporation, more specifically, Stock Certificates Nos. 025 (3 shares),074 (1 share) and 076 (2 shares) that respondent was duly notified of said assignment, however, for reasons contained in its letter to complainant's counsel dated March 14, 1981, which read: ". . . we cannot, without contravening the law, issue a new certificate to Mr. Drillon unless the old certificates issued in the name of Mr. Ligot are surrendered to us for cancellation. And because, according to Mr. Ligot, these stock certificates (numbered 025, 074 and 076) were lost, the provisions of RA 201, as amended by Section 73 of the Corporation Code of the Philippines, should be complied with. In this connection, please observe that the requisite publication has already been made. The only thing left is to await the expiration of the one-year period provided by law . . . ." the assignment was not duly recorded in the books of respondent and no new certificate issued to the complainant (par. 3 of the complaint);that the one (1) year period having expired, complainant ,by letters of his counsel dated January 7, 1982 and March 23, 1983, formally urged the respondent to issue and deliver to complainant the corresponding certificate of shares of stock assigned to him; that respondent failed and refused to deliver the same to complainant. (par. 4 of the complaint) Hence, complainant prayed for an order 1) to record/note the assignment of Mr. Romeo Ligot in favor of complainant 2) to issue and deliver to complainant the corresponding certificate of shares assigned to him and 3) for the respondent to pay complainant attorney's fees of P3,000.00. The answer of the respondent admitted the material allegations of the complaint. At the hearing on August 27, 1987, counsel for the complainant verbally waived complainant's prayer for attorney's fee and moved for judgment on the pleadings. After an exchange of arguments, the motion for judgment on the pleadings was granted. Hence, this decision. Considering that the respondent had admitted that it was informed of the assignment of the shares of stock of Romeo Ligot in favor of the complainant; that it had complied with the requirement of the Corporation Code by causing the publication of the notice of loss of the certificates of stock and that the one (1) year period had already expired, there is therefore, no more legal impediment to the recording of the assignment in the corporate books of respondent and the corresponding issuance of new certificates of stock in the name of the complainant. WHEREFORE, judgment is hereby rendered ordering the respondent to record the assignment of Certificates of Stock Nos. 025 for three (3) shares, 074 for one (1) share and 076 for two (2) shares by Ligot to complainant and to issue new certificate of stock for six (6) shares in the name of the complainant, together with the dividends, if any were declared, starting from 1982. (SGD.) FELIPE S. TONGCO Hearing Officer