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    12 GUY Vs GUY

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    Ricardo
    This case involves a dispute over the redistribution of shares in GoodGold Realty & Development Corporation among family members. Gilbert G. Guy, who previously owned about 80% of shares, challenged the redistribution. However, the court ruled that: 1) Failure to specifically allege fraudulent acts is grounds for dismissal in intracorporate disputes under the applicable procedural rules. Gilbert only made sweeping denials without particulars. 2) A stock certificate endorsed in blank allows the holder to demand transfer of the shares into their name by the issuing corporation. The signatures on the certificates, including Gilbert's blank endorsement, were determined authentic based on an NBI report. Therefore, the other family members were entitled to the transferred shares.

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    12 GUY Vs GUY

    Uploaded by

    Ricardo
    650 views3 pages
    This case involves a dispute over the redistribution of shares in GoodGold Realty & Development Corporation among family members. Gilbert G. Guy, who previously owned about 80% of shares, challenged the redistribution. However, the court ruled that: 1) Failure to specifically allege fraudulent acts is grounds for dismissal in intracorporate disputes under the applicable procedural rules. Gilbert only made sweeping denials without particulars. 2) A stock certificate endorsed in blank allows the holder to demand transfer of the shares into their name by the issuing corporation. The signatures on the certificates, including Gilbert's blank endorsement, were determined authentic based on an NBI report. Therefore, the other family members were entitled to the transferred shares.

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    Case digest of Guy vs Guy

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    12 GUY vs GUY

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    This case involves a dispute over the redistribution of shares in GoodGold Realty & Development Corporation among family members. Gilbert G. Guy, who previously owned about 80% of shares, challenged the redistribution. However, the court ruled that: 1) Failure to specifically allege fraudulent acts is grounds for dismissal in intracorporate disputes under the applicable procedural rules. Gilbert only made sweeping denials without particulars. 2) A stock certificate endorsed in blank allows the holder to demand transfer of the shares into their name by the issuing corporation. The signatures on the certificates, including Gilbert's blank endorsement, were determined authentic based on an NBI report. Therefore, the other family members were entitled to the transferred shares.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    650 views3 pages

    12 GUY Vs GUY

    Uploaded by

    Ricardo
    This case involves a dispute over the redistribution of shares in GoodGold Realty & Development Corporation among family members. Gilbert G. Guy, who previously owned about 80% of shares, challenged the redistribution. However, the court ruled that: 1) Failure to specifically allege fraudulent acts is grounds for dismissal in intracorporate disputes under the applicable procedural rules. Gilbert only made sweeping denials without particulars. 2) A stock certificate endorsed in blank allows the holder to demand transfer of the shares into their name by the issuing corporation. The signatures on the certificates, including Gilbert's blank endorsement, were determined authentic based on an NBI report. Therefore, the other family members were entitled to the transferred shares.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 3

    SIMNY G. GUY, GERALDINE G. GUY, GLADYS G.

    YAO, and the HEIRS OF THE


    LATE GRACE G. CHEU, petitioners, vs. GILBERT G. GUY, respondent.
    G.R. No. 189486. September 5, 2012. *
    CASE SUMMARY
    In ordinary cases, the failure to specifically allege the fraudulent acts does
    not constitute a ground for dismissal since such a defect can be cured by a bill of
    particulars. However, the same does not apply to intracorporate controversies. In
    cases governed by the Interim Rules of Procedure on IntraCorporate Controversies a
    bill of particulars is a prohibited pleading. It is essential, therefore, for the complaint
    to show on its face what are claimed to be the fraudulent corporate acts if the
    complainant wishes to invoke the courts special commercial jurisdiction.
    In all averments of fraud or mistake, the circumstances constituting fraud or
    mistake must be stated with particularity to appraise the other party of what he is
    to be called on to answer, and so that it may be determined whether the facts and
    circumstances alleged amount to fraud.
    When a stock certificate is endorsed in blank by the owner thereof, it
    constitutes what is termed as street certificate, so that upon its face, the holder is
    entitled to demand its transfer into his name from the issuing corporation. Such
    certificate is deemed quasi-negotiable, and as such the transferee thereof is
    justified in believing that it belongs to the holder and transferor.
    FACTS
    With their eldest son, Gaspar G. Guy (Gaspar), having entered the Missionary
    in spouses Guy put the future of the Guy group of companies in Gilberts hands.
    Gilbert G. Guy (Gilbert) practically owned almost 80 percent of the 650,000
    subscribed capital stock of GoodGold Realty & Development Corporation.
    GoodGolds remaining shares were divided among Francisco Guy (Gilberts Father)
    with 130,000 shares, Simny Guy (Gilberts Mother), Benjamin Lim and Paulino Delfin
    Pe, with one share each, respectively.
    In 1999, the aging Francisco instructed Benjamin Lim, a nominal shareholder
    of GoodGold and his trusted employee to collaborate with Atty. Emmanuel Paras, to
    redistribute GoodGolds shareholdings evenly among his children while maintaining
    a proportionate share for himself and his wife, Simny.
    Five years after the redistribution of GGs shares of stock, Gilbert filed with
    the RTC of Manila, a Complaint for the to declare the distribution null and void and
    prayed for injuction against his mother, Simny, and his sisters.
    Gilbert alleged, among others, that no stock certificate ever existed that his
    signature at the back of the spurious Stock Certificate Nos. 004014 which
    purportedly endorsed the same were forged, and, hence, should be nullified. It was
    later withdrawn by Gilbert after the National Bureau of Investigation (NBI) submitted
    a report to the RTC of Manila authenticating Gilberts signature in the endorsed
    certificates.

    Gilbert again filed another case, now with the RTC of Mandaluyong alleging
    the same that he never signed any document which would justify and support the
    transfer of his shares to his siblings and that he has in no way, disposed, alienated,
    encumbered, assigned or sold any or part of his shares in GoodGold. Gilbert added
    that the Amended General Information Sheets (GIS) of GoodGold for the years 2000
    to 2004 which his siblings submitted to the Securities and Exchange Commission
    (SEC) were spurious as these did not reflect his true shares in the corporation which
    supposedly totaled to 595,000 shares that no valid stockholders annual to 595,000
    shares.
    Gilberts siblings filed a manifestation claiming that the complaint is a
    nuisance and harassment suit, which was granted by the RTC. Hence, a petition for
    certiorari.
    ISSUE
    1. Whether or not specific fraudulent allegation is required in an
    intracorporate suit?
    2. May a holder of a street certificate demand its transfer to its name from
    the issuing corporation?
    RULING
    1. Yes. Failure to specifically allege the fraudulent acts in intracorporate
    controversies is indicative of a harassment or nuisance suit and may be dismissed
    motu proprio. It did not escape us that Gilbert, instead of particularly describing the
    fraudulent acts that he complained of, just made a sweeping denial of the existence
    of stock certificates by claiming that such were not necessary, GoodGold being a
    mere family corporation. 55 As sweeping and bereft of particulars is his claim that
    he is unaware of any document signed by him that would justify and support the
    transfer of his shares to herein petitioners. 56 Even more telling is the
    contradiction between the denial of the existence of stock certificates and the
    denial of the transfer of his shares of stocks under his name under the books of the
    corporations. It is unexplained that while Gilbert questioned the authenticity of his
    signatures indorsing the stock certificates, and that of Atty. Emmanuel Paras, the
    corporate secretary, he did not put in issue as doubtful the signature of his father
    which also appeared in the certificate as President of the corporation. Notably,
    Gilbert, during the entire controversy that started with his 2004 complaint, failed to
    rebut the NBI Report which authenticated all the signatures appearing in the stock
    certificates.
    2. Yes. When a stock certificate is endorsed in blank by the owner thereof, it
    constitutes what is termed as street certificate, so that upon its face, the holder is
    entitled to demand its transfer his name from the issuing corporation. With Gilberts
    failure to allege specific acts of fraud in his complaint and his failure to rebut the
    NBI report, this Court pronounces, as a consequence thereof, that the signatures
    appearing on the stock certificates, including his blank endorsement thereon were
    authentic. With the stock certificates having been endorsed in blank by Gilbert,

    which he himself delivered to his parents, the same can be cancelled and
    transferred in the names of herein petitioners.

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