G.R. No. L-33320, 30 May 1983


The petitioner requested from the respondent that he be allowed to examine the records of the latter. Petitioner claimed that he wanted to determine the veracity of reports that the respondent has guaranteed the obligation of another corporation in the purchase of a sugar mill and that the respondent financed the construction of a bridge and a sugar mill. When the respondent denied his request, the petitioner sought mandamus from the CFI of Manila, adding that he acquired one (1) share of stock in PNB and was thus entitled to examine the respondent’s records. The CFI dismissed the petition on the ground that the petitioner had improper motives and his purpose was not germane to his interest as a stockholder. The petitioner argued that his right was unconditional.


Whether Gonzales’ can ask for an examination of the books and records of PNB, in light of his ownership of one share in the bank.


No. The unqualified provision on the right of inspection previously contained in Section 51, Act No. 1459, as amended, no longer holds true under the provisions of the present law. The argument of Gonzales that the right granted to him under Section 51 of the former Corporation Law should not be dependent on the propriety of his motive or purpose in asking for the inspection of the books of PNB. If there is any doubt in the correctness of the ruling of the trial court that the right of inspection granted under Section 51 of the old Corporation Law must be dependent on a showing of proper motive on the part of the stockholder demanding the same, it is now dissipated by the clear language of the pertinent provision contained in Section 74 of Batas Pambansa Bilang 68.

Although Gonzales has claimed that he has justifiable motives in seeking the inspection of the books of the PNB, he has not set forth the reasons and the purposes for which he desires such inspection, except to satisfy himself as to the truth of published reports regarding certain transactions entered into by the respondent bank and to inquire into their validity. The circumstances under which he acquired one share of stock in the PNB purposely to exercise the right of inspection do not argue in favor of his good faith and proper motivation. Admittedly he sought to be a stockholder in order to pry into transactions entered into by the PNB even before he became a stockholder. His obvious purpose was to arm himself with materials which he can use against the PNB for acts done by the latter when Gonzales was a total stranger to the same. He could have been impelled by a laudable sense of civic consciousness, but it could not be said that his purpose is germane to his interest as a stockholder.

*Case Digest by Krishianne Louise C. Labiano, JD – 4, Andres Bonifacio College, SY 2019 – 2020