G.R. No. 117604, 26 March 1997

FACTS:

On 21 August 1974, Galicano Calapatia, Jr. (Calapatia, for brevity) a stockholder of private respondent Valley Golf & Country Club, Inc. (VGCCI, for brevity), pledged his Stock Certificate No. 1219 to petitioner China Banking Corporation (CBC, for brevity). Petitioner wrote VGCCI requesting that the aforementioned pledge agreement be recorded in its books which the latter approved and noted in its corporate book. Calapatia obtained a loan from petitioner, payment of which was secured by the aforestated pledge agreement.

Calapatia failed to pay his obligation, hence a petition for extrajudicial foreclosure of the pledged stock was filed by petitioner. The later informed VGCCI of the proceeding and requested that the pledged stock be transferred to its name and the same be recorded in the corporate books. However, VGCCI wrote petitioner expressing its inability to accede to petitioner’s request in view of Calapatia’s unsettled accounts with the club.

VGCCI sent Calapatia a notice demanding full payment of his overdue account. Subsequently, VGCCI caused to be published in the newspaper a notice of auction sale of a number of its stock certificates, including Calapatia’s. The former informed the latter of the termination of his membership due to the sale of his share of stock in said auction.

Petitioner advised VGCCI that it is the new owner of Calapatia stocks by virtue of being the highest bidder in said auction and requested that new certificate be issued in its name. Petitioner likewise protested the sale by VGCCI of the shares of stock and thereafter filed a case with the court for the nullification of the auction and for the issuance of a new stock certificate in its name.

The court dismissed the complaint for lack of jurisdiction over the subject matter on the theory that it involves and intra-corporate dispute. Petitioner filed a complaint with SEC for the nullification of the sale of Calapatia’s stock by VGCCI; the cancellation of any new stock certificate issued pursuant thereto; for the issuance of a new certificate in petitioner’s name; and for damages.

Petitioner appealed to SEC en banc and the Commission issued and order reversing the decision of its hearing office. Stating that the appellant-petitioner had a prior right over the pledged share and because of pledgor’s failure to pay the principal debt upon maturity, appellant-petitioner can proceed with the foreclosure of the pledged share.

VGCCI to seek redress from the CA and the later rendered its decision nullifying and setting aside the orders of the SEC on the ground of lack of jurisdiction over the subject matter. The CA declared that the controversy between CBC and VGCCI is not intra-corporate.

Hence, this petition.

ISSUE:

Who has better right over Calapatia’s Stock?

RULING:

The general rule really is that third persons are not bound by the by-laws of a corporation since they are not privy thereto (Fleischer v. Botica Nolasco, 47 Phil. 584).

The exception to this is when third persons have actual or constructive knowledge of the same. In the case at bar, petitioner had actual knowledge of the by-laws of private respondent when petitioner foreclosed the pledge made by Calapatia and when petitioner purchased the share foreclosed on September 17, 1985.

This is proven by the fact that prior thereto, i.e., on May 14, 1985 petitioner even quoted a portion of private respondent’s by-laws which is material to the issue herein in a letter it wrote to private respondent. Because of this actual knowledge of such by-laws then the same bound the petitioner as of the time when petitioner purchased the share. Since the by-laws was already binding upon petitioner when the latter purchased the share of Calapatia on September 17, 1985 then the petitioner purchased the said share subject to the right of the private respondent to sell the said share for reasons of delinquency and the right of private respondent to have a first lien on said shares as these rights are provided for in the by-laws very very clearly.

In order to be bound, the third party must have acquired knowledge of the pertinent by-laws at the time the transaction or agreement between said third party and the shareholder was entered into, in this case, at the time the pledge agreement was executed. VGCCI could have easily informed petitioner of its by-laws when it sent notice formally recognizing petitioner as pledgee of one of its shares registered in Calapatia’s name. Petitioner’s belated notice of said by-laws at the time of foreclosure will not suffice.

Finally, Sec. 63 of the Corporation Code which provides that “no shares of stock against which the corporation holds any unpaid claim shall be transferable in the books of the corporation” cannot be utilized by VGCCI. The term “unpaid claim” refers to “any unpaid claim arising from unpaid subscription, and not to any indebtedness which a subscriber or stockholder may owe the corporation arising from any other transaction.”

In the case at bar, the subscription for the share in question has been fully paid as evidenced by the issuance of Membership Certificate No. 1219. 41 What Calapatia owed the corporation were merely the monthly dues.

Hence, the aforequoted provision does not apply.

*Case Digest by Jhazel Zhan Jebone, JD-4, Andres Bonifacio Law School, SY 2019-2020