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Philpotts vs. Philippine Manufacturing Co. and Berry Facts

A stockholder sought to inspect the records of the Philippine Manufacturing Company but was denied by the company and its officials. The stockholder filed a petition with the Supreme Court to compel the company to allow him or his authorized agent to examine records from a specific period. The issue was whether the stockholder's right to inspect records could be exercised through an agent. The Court held that the right to inspect corporate records under the Corporation Law can be exercised either by the stockholder personally or through a duly authorized representative or attorney.

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44 views2 pages

Philpotts vs. Philippine Manufacturing Co. and Berry Facts

A stockholder sought to inspect the records of the Philippine Manufacturing Company but was denied by the company and its officials. The stockholder filed a petition with the Supreme Court to compel the company to allow him or his authorized agent to examine records from a specific period. The issue was whether the stockholder's right to inspect records could be exercised through an agent. The Court held that the right to inspect corporate records under the Corporation Law can be exercised either by the stockholder personally or through a duly authorized representative or attorney.

Uploaded by

wmovies18
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOC, PDF, TXT or read online on Scribd
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Philpotts vs. Philippine Manufacturing Co.

and Berry
FACTS:
W.G. Philpotts (Petitioner) , a stockholder in Philippine Manufacturing Company
sought to compel respondents to permit plaintiff, a person or by some authorized
agent or attorney to inspect and examine the records of the business transacted
by said company since January 1, 1918.
Respondent corporation or any of its officials has refused to allow the petitioner
himself to examine anything relating to the affairs of the company, and the
petitioner prays for an order commanding respondents to place records of all
business transactions of the company, during a specific period, at the disposal of
the plaintiff or his duly authorized agent or attorney. Petitioner desires to
exercise said right through agent or attorney.
Petition is filed originally in the Supreme Court under authority of Section 515
of Code of Civil Procedure, which gives SC concurrent jurisdiction with then
Court of First Instance in cases where any corporation or person unlawfully
excludes the plaintiff from use and enjoyment and some right he is entitled.
ISSUE:
Whether the right which the law concedes to a stockholder to inspect the records
can be exercised by a proper agent or attorney of the stockholder as well as by
stockholder in person
HELD:
Yes. Right of inspection of records can be exercised by proper agent or attorney
of the stockholder as well as by stockholder in person. The right of inspection /
examination into corporate affairs given to a stockholder in section 51 of the
Corporation Law.
which states:
The records of all business transactions of the corporation and the minutes of
any meeting shall be open to the inspection of any director, member, or
stockholder of the corporation at reasonable hour
can be exercised either by himself or by any duly authorized representative
or attorney in fact, and either with or without the attendance of the
stockholder.
This is in conformity with the general rule that what a man may do in person he
may do through another.

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