EN BANC

[G.R. No. 25241. November 3, 1926.]

HARRIE S. EVERETT, CARL G. CLIFFORD, ELLIS H. TEAL and GEORGE

W. ROBINSON , plaintiffs-appellants, vs . THE ASIA BANKING
CORPORATION, NICHOLAS E. MULLEN, ERIC BARCLAY, ALFRED F.
KELLY, JOHN W. MEARS and CHARLES D. MCINTOSH , defendants-
appellants.

Thomas Cary Welch for appellants.

Gibbs & McDonough for appellees.

SYLLABUS

1. CIVIL PROCEDURE; BILLS OF DISCOVERY. — Proceedings in the nature of

bills of discovery are not limited to the taking of depositions under subsection 1 of
section 355 of the Code of Civil Code of Civil Procedure and to the compulsory
attendance of witnesses by means of subpoena.
2. ID.; ID.; PLEADING. — In bills of discovery considerable latitude in the
manner of stating facts is allowed and what might be considered bad pleading in an
ordinary action at law is often allowed in a bill of discovery.
3. ID.; ID.; PLEADING IN THE ALTERNATIVE. — If the petitioner for discovery
is unable to state with certainty facts which are peculiarly within the knowledge of his
adversary, it is proper for him to state the facts within his knowledge with certainty, but
to plead in the alternative the, to him, doubtful facts and call upon the defendant to
make a full disclosure of such facts.
4. ID.; CORPORATIONS, HOSTILE BOARD OF DIRECTORS; ACTION BROUGHT
BY STOCKHOLDERS. — When the board of directors in a corporation is under the
complete control of the principal defendants in the case and it is obvious that a
demand upon the board of directors to institute an action and prosecute the same
effectively would be useless, the action may be brought by one or more of the
stockholders without such demand.

DECISION

OSTRAND , J : p

This is an appeal from a decision of the Court of First Instance of Manila,

sustaining a demurrer to the complaint. The plaintiffs declined to amend and judgment
was rendered dismissing the case. The complaint in question reads as follows:

"The above named plaintiffs, by Thomas Cary Welch, their attorney,

complain of the above-named defendants and for cause of action against them
allege:

CD Technologies Asia, Inc. © 2018 cdasiaonline.com

 "1st. That at all times in this complaint mentioned the plaintiffs Harrie
S. Everett, Ellis H. Teal and George W. Robinson were and now are residents of the
City of Manila, Philippine Islands. That the plaintiff Carl G. Clifford was formerly a
resident of said City of Manila and now is a resident of the City of Washington,
District of Columbia.
"2nd. That at all times in this complaint mentioned the defendant the
Asia Banking Corporation hereinafter called 'the Bank,' was and now is a foreign
banking corporation duly licensed to transact banking business in the Philippine
Islands, having its principal o ce and place of business at Manila aforesaid and
that said Asia Banking Corporation never has been empowered by law or licensed
to do any business other than commercial banking in the Philippine Islands. That
the defendants Nicholas E. Mullen, Alfred F. Kelly, John W. Mears, and Charles D.
McIntosh were residents of said City of Manila and were o cers, agents and
employees of the said Asia Banking Corporation, the said Mullen being the
General Manager thereof in said City; That: the defendant Eric Barclay is now a
resident of Los Angeles, California, and the defendant McIntosh is also residing in
the United States, his exact residence being unknown.
"3rd. That at all times in this complaint mentioned Teal & Company
hereinafter called 'the Company,' was and now is a domestic corporation duly
incorporated under the laws of the Philippine Islands and having its principal
o ce and place of business at Manila aforesaid. That during said times the
plaintiffs Everett, Clifford, Teal and Robinson were the principal stockholders in
the Company owning a total of 4,478 shares therein and that the defendant
Barclay was the only other stockholder, owning one share thereof.
"4th. That in the year 1921, the said Teal & Company has become
indebted to the rm of H. W. Peabody & Company in about the sum of P300,000,
being for tractors, plows and parts which had been ordered and delivered, the
Bank and other banks in Manila held drafts accepted by the Company under said
H. W. Peabody & Company guarantee. That said tractors having become
unsalable by reason of the nancial and agricultural depression that had
overtaken the Islands, the said tractors were all returned to the said H. W. Peabody
& Company and as these plaintiffs are informed and verily believes were by it
returned to the United States, and while the events herein set forth were taking
place the Company made payments on its indebtedness through the Bank to H.
W. Peabody & Company, amounting to the sum of at least P150,000. That at
about the same time the Company had ordered another lot of tractors, etc., from a
business house in the United States, known as Smith, Kirkpatrick & Co., under a
commercial letter of credit which the Company had from the Bank in New York
City, but that shipment of such tractors had been delayed until the credit had been
rescinded by the Bank and that upon such rescission Smith Kirkpatrick & Co., had
been advised by telegraph that the order was cancelled and not to ship the
tractors. That nevertheless and contrary to such advice the said Smith, Kirkpatrick
& Co. did ship the tractors doing so under D/A drafts therefor and that when said
tractors arrived in Manila and in order, if possible to save Smith, Kirkpatrick & Co.
from additional loss, the Company at the request and on the advice of the said
Bank accepted the drafts and stored the same in a warehouse in Manila rented by
it and gave receipts therefor.
"5th. That thereafter and on or about March 1921 the Bank persuaded
the Company and the said H. W. Peabody & Co. and Smith, Kirkpatrick & Co. to
enter into a so-called 'creditors agreement' with itself, wherein it was mutually
agreed that neither of the parties should take action to collect its debts from the
Company, for the term of two years after the date thereof. That these plaintiffs
CD Technologies Asia, Inc. © 2018 cdasiaonline.com
 have no copy of said agreement but beg leave to refer to the original of same, in
possession of the Bank, for greater certainty.
"6th. That the business of said Company consisted mainly in the
merchandising of automobiles, trucks, tractors, spareparts and accessories
therefor, and the repairing thereof. That on the 29th day of December, 1922, said
company was solvent and in the enjoyment of a large, growing, and lucrative
business and in the possession of a valuable reputation and good-will. That since
its organization in May, 1919, it had done in its banking business and nancing
almost exclusively thru and with the Bank and by reason of such continued
relations the o cers of the Company had acquired trust and con dence in the
integrity and goo intentions of the said Bank and its o cers and the other
defendants in their friendliness to themselves and the Company.
"7th. That on said 29th day of December, 1922, the said Company was
indebted to the Bank in about the sum of P750,000, which said sum was secured
by mortgage on its personal property and the improvements upon the real estate
occupied by it, which real estate was held under a ninety-nine years lease upon
very favorable terms and which lease was a valuable asset and constantly
increasing in value, and that the said Bank held acceptances, warehouse receipts
or pledges for such other indebtedness, as was not covered by the last mentioned
mortgage, which said security was ample to cover the amount of the
indebtedness.
"8th. That toward the end of the year 1922; the Bank, through its
manager the defendant Mullen represented to the Company and its managers
that for the protection both of the Bank and the Company it was advisable for
them both that the Bank should temporarily obtain control of the management
and affairs of the Company in order that the affairs of the Company could be
conducted by the Bank without interference or hindrance from outside, and to this
end that it would be necessary for the stockholders in the Company to place their
shares therein in a Voting Trust to be held by the Bank or one of its officers for the
bene t of the Company and represented that if this were done the Bank would
then nance the Company under its own supervision and that if and when the
same were successful and in position to resume independent operation the said
trust would be terminated and the stock returned to its true owners, and further
represented that in case at any time the Bank decided to discontinue operation
under the said trust that then the stock also would be so returned.
"9th. That it was further represented by the Bank and the said Mullen
that in order to protect the mutual interests of the Bank and the Company it was
necessary to carry into effect the said proposed voting trust without the
knowledge of the creditors above named and thereby place the Bank in an
advantageous position with regard to them. That relying upon the previous
friendly relations between the bank and the Company and between the individual
defendants and these plaintiffs and relying upon the promise and representations
of the defendants, these plaintiffs were induced to sign and did sign and deliver
to the Bank simultaneously a so-called 'Voting Trust Agreement,' executed by the
plaintiff stockholders and a 'Memorandum of Agreement' executed by the
Company, both dated and executed and delivered the 29th day of December,
1922, the two forming one document, and a copy of which is hereto attached and
marked Exhibit A.
"10th. That by reason of the facts above set forth and of their reliance
upon the good faith and good-will of the defendants these plaintiffs were induced
to sign the 'Memorandum of Agreement,' and 'Voting Trust Agreement, Exhibit A,
understanding from the defendants that the same were intended for the
CD Technologies Asia, Inc. © 2018 cdasiaonline.com
 protection of all parties thereto from outside creditors, but that they were not
intended to be enforced according to the letter thereof, and that they did not
contain the true agreement between the Bank and the Company which was to
nance the Company without interference from the above named creditors, to
hold the voting trust as a protection to the bank as against the said creditors and
for its own advances, and the further agreement that in case the Bank did not
operate under the said voting trust because of the disapproval by its New York
headquarters of such action, or for any other cause, the said trust would be
cancelled and the stock in and control of the Company returned to its true owners.
"11th. That shortly subsequent to the execution and delivery of the
voting trust and memorandum of agreement hereinabove described, in violation
of the obligations and duties imposed by law upon the trustee and in pursuance
of a scheme to defraud there plaintiffs herein below more fully set forth, the said
voting trustee, the defendants Mullen, caused and procured, by virtue of the
powers delegated in the said voting trust, the displacement and removal from the
Board of Directors of the Company of each and every person who was at the time
of the execution of the said voting trust a stockholder in the Company and the
substitution in their places as such creditors, of the above named-persons
defendant, or of other persons at the time employees and servants of the Bank,
that thereafter and at no subsequent time did the said trustee allow or permit to
act as Director of the Company any person who was in fact a stockholder in the
Company; that no one of the so-called directors so placed in ostensible o ce, at
any time has ever purchased from any stockholder of the Company a single share
of the capital stock thereof, or paid to any stockholder or the Company any
money or consideration whatsoever for the stock by virtue of the assumed
ownership of which he has assumed to be a director of the Company, exclusively
controlled and managed by the said defendants none of whom had any legal or
equitable right to a voice in the control or management thereof.
"12th. That in pursuance of the above-mentioned and herein after
described scheme to defraud these plaintiffs, the new so-called directors
proceeded to remove from o ce the Secretary of the Company, and to discharge
from employment all of the old responsible managers and foremen in the o ce
and shops who were loyal to the Company and to these plaintiffs as the
stockholders thereof and to displace them substitute for them creatures of their
own choosing whose interest consisted wholly in pleasing themselves and Bank,
and who were wholly foreign to the stockholders, these plaintiffs who were and
are the real owners of the Company. That thereafter said defendants conducted
the business of the Company without consulting the stockholders thereof and
denied to the stockholders any knowledge or information as to their actions, or
the business of the Company, and at all times thereafter carried on the business
and management in all respects as if they and the Bank were the real
stockholders and owners thereof and in utter and entire disregard of the rights
and interests of these plaintiffs who were and are the real owners. That the said
individual defendants, as such pretended stockholders and directors as aforesaid,
from time to time gave new mortgages upon the properties of the Company to the
Bank as it from time to time required and without regard to the interest of the
Company and looking solely to the advantage of the Bank whose employees and
henchmen all of them were and are.
"13th. That after excluding the real owners from voice in the
management or knowledge of the affairs of the Company, the said individual de
or because the individual defendants as employees were coerced by the Bank, the
said defendants gave pledges and mortgages from the Company to the Bank and
CD Technologies Asia, Inc. © 2018 cdasiaonline.com
 entered into contracts as directed by the Bank, and permitted the Bank to
foreclose the same and to sell the property of the Company at such times and in
such manners as to be solely to the interests of the and in such manners as to be
solely to the interest of the Bank of themselves, and wholly without regard to the
best interests of the Company itself in disregard to the duties and obligations of a
trustee, and permitted the Bank to bring suit or suits against the Company, in
which the Company was not represented by anyone having its interest at heart
and in which by reason of the above set forth relation of the Company to the
Bank, the Bank in truth occupied the position of both plaintiff and defendant and
tricked and deluded the courts into giving judgments in which the rights of the
real parties were concealed and unknown to the courts.
"14th. That on or about the 18th day of August, 1923, in order more
effectually to plunder the Company and to defraud these plaintiffs the said
defendants, Mullen, Barclay, Mears and McIntosh, made, executed and led in the
Bureau of Commerce and Industry of the Philippine Islands, articles of
incorporation of a corporation called the 'Philippine Motors Corporation,' having
its principal o ce in the City of Manila, a capital stock of P25,000, of which the
sum of P5,000, was alleged to have been subscribed and paid as follows: the
defendant Barclay P200, defendant Mears P1,200, defendant Kelly P1,200,
defendant McIntosh P1,200, defendant Mullen P1,200, the treasurer thereof being
the defendant Mears. And these plaintiffs beg leave to refer to the original articles
of Incorporation on file in the said Bureau for greater certainty.
"That at the time of such incorporation each and every one of the last
above named defendants was an o cer or employee of the defendant Bank.
That these plaintiffs have no information nor means of obtaining information as
to whether the money alleged to have been described by them for their shares of
stock was of their personal funds and property or whether it was money furnished
them by the Bank for the purpose. That in case such subscriptions were of their
personal moneys such incorporation was a fraud upon these plaintiffs for the
reason that it was intended for the sole purpose of taking over the assets of the
Company and said defendants were enabled to effectuate such intent by reason
of their positions as o cers and employees of the Bank and because each and
every one of them were nominally and de facto directors of the Company, by
reason of their appointments as such by the defendant Mullen, the Voting
Trustee, under the Voting Trust hereinabove set forth, of which facts each and
every one of said defendant incorporators were at the time fully informed as these
plaintiffs verily believe.
"15th. That after the incorporation described in the last preceding
paragraph the said Bank turned over to the Philippine Motors Corporation all of
the business and assets of the Company of every name nature and description
and with the connivance and consent of the individual defendants acting in their
double capacity as directors of both corporations, permitted and assisted the said
Philippine Motors Corporation to enter and possess itself of the premises and
good will of the Company and to continue and carry on the said business for the
sole benefit of the new corporation and to collect the debts owing to the Company
and convert the advantages, pro ts and proceeds thereof to itself. And that at all
times since the said Philippine Motors Corporation has continued to conduct and
advantage itself of the business of the Company to the disregard of and
detriment to the rights of these plaintiffs and to their damage.
"16th. That these plaintiffs, by reason of the facts hereinabove set
forth were and are ignorant of the exact relations that have existed and do exist
between the Bank and the said Philippine Motors Corporation, or between the
CD Technologies Asia, Inc. © 2018 cdasiaonline.com
 Bank and the individual defendants as ostensible stock-holders thereof and that
the Bank has prevented these plaintiffs from obtaining any such information by
refusing after demand to return to these plaintiffs their stock in the Company or to
dissolve the Voting Trust or in any wise to allow them to regain control of what is
left of the Company or its records and has endeavored to forestall and prevent
any action toward regaining such control or enforcement of their rights by
bringing suit against one of the principal stockholders in the Company, the
plaintiff Everett, based on an alteration and falsi cation of the books of the
Company and by threat of proceedings against another principal holder in the
Company, the plaintiff Clifford, to collect a large sum of money as and for an
alleged nonpayment of a subscription to the stock of the Company which the
records of the Company plainly show does not exist and has no foundation in
equity or in law.
"That by reason of the ignorance, so generated and maintained, of facts
wholly within the knowledge of defendants and concealed from these plaintiffs,
they are unable to allege positively and therefore must charge as they do charge
in the alternative;
"(a) That the said Philippine Motors Corporation is a ctitious entity
brought into semblance of being by the Bank through the control of its employees
the above named individual defendants acting as pretended incorporators,
stockholders and directors, when in truth and in fact the said individuals had and
have no personal property interest therein, and that in case of foregoing is found
to be the fact the said Philippine Motors Corporation never obtained and has now
no legal existence for the reason that it was and is the Bank itself operating under
a disguise and because said Bank, under its license to do business in the
Philippine Islands, is without power or authority to engage in the business
assumed by the Philippine Motors Corporation, and because said corporation so
pretendedly created by the Bank is in violation of its duties and obligations
assumed by it as Trustee of the stockholders of the Company, Or
"(b) That in case the individual defendants as individuals created the
said, the Philippine Motors Corporation, and the same is the property of
themselves as stockholders and bona de investors of their own money in the
stockholders the same, then such creation and all subsequent operations of the
said Corporation were a fraud upon these plaintiffs because such incorporation
and subsequent acts of the Corporation were caused and procured by said
individual defendants, the defendant Mullen being the voting trustee of the
Company and at the same time being the Manager in the Philippine Islands of the
Bank, and by virtue of the power so focused and concentrated in himself together
with the powers of the other individual defendants as agents and employees of
the Bank, and simultaneously as o cers and directors of the Company enabled
the said individual defendants to take advantage of their position in respect to the
Company and the Bank and to sue the same to the defraudation of these
plaintiffs.

"17th. That the return to the above named individual plaintiffs by the
Trustee of the stock in the Company, transferred to it by said Voting Trust
Agreement, has been demanded and refused.
"18th. That by reason of the facts above alleged these plaintiffs have
been kept and are in ignorance of accurate knowledge of the actions of the
defendants and of the amount of damage thereby caused these plaintiffs and
represent to the court what accurate information can only be obtained by a
CD Technologies Asia, Inc. © 2018 cdasiaonline.com
 discovery by the defendants and each of them of all and every fact relevant to
this cause.
"19th. That these plaintiffs are credibly informed and verily believe that
the defendants are now confabulating among themselves further to conceal the
facts and to damage these plaintiffs by a sale of the Philippine Motors
Corporation and all its assets tangible and intangible to a new purchaser, in which
new purchaser the said defendants will have interests, and that in case such sale
should be made it will damage these plaintiffs in a manner for which there is no
adequate remedy and will cause and produce a multiplicity of actions.
"Wherefore these plaintiffs demand the decrees and judgment of this court:
"1st. Enjoining and restraining the defendants and each of them from
transferring the corporation called Philippine Motors Corporation or any of the
capital stock therein to any person or corporation during the pendency of this
action.
"2nd. Ordering the said defendant at once to cancel the said Voting
trust and to return to these plaintiffs their shares of the stock of Teal & Company,
taken under said trust and to return to them all the books and records of every
kind and nature of said Teal & Company, and to regain to these defendants their
pretended positions in and control of Teal & Company.
"3rd. Decreeing that the defendants and each of them make full and
true discovery of all the facts in relation to the formation, incorporation, and
ownership of the Philippine Motors Corporation and of all dealings and
transactions between the defendant Asia Banking Corporation and said Philippine
Motors Corporation to the end that the court and these plaintiffs shall have
information whether said Philippine Motors Corporation is in fact the Asia
Banking Corporation operating under a disguise or is the creation of the individual
defendants availing themselves of their connections with and positions in the
said Bank in order to take advantage of these plaintiffs and of Teal & Company.
"4th. Decreeing that the said defendants make discovery of all and
every one of the acts and transactions with respect to Teal & Company since the
same was taken by them adding and including a full and true discovery of all
sales of the property of Teal & Company of every kind and nature with the full and
true consideration received in every case, the amount received from any
compromise entered into by them in the name of Teal & Company and the true
consideration therefor.
"5th. In case it be found that the said Philippine Motors Corporation is
in fact the Asia Banking Corporation that a decree be entered ordering the said
Bank immediately to dissolve the same and to account to these plaintiffs for a
profits made thereby since its organization.
"6th. For judgment against said defendants jointly and severally for
the damages caused by their acts aforesaid which the plaintiffs charged to be not
less than P500,000.
"7th. For such other or further relief, or both, in the premises as to this
court may seem just and equitable."
To this complaint the defendants demurred on the grounds (1) that it is
ambiguous, unintelligible and uncertain; (2) that the plaintiffs have not the legal capacity
to bring this action; (3) that the complaint does not state facts sufficient to constitute a
cause of action, and (4) that there is a defect of misjoinder of parties defendant.
The court below sustained the demurrer on all four grounds and held that the
CD Technologies Asia, Inc. © 2018 cdasiaonline.com
 complaint, especially in its paragraphs 4 and 5, is ambiguous, confusing, unintelligible
and vague; that Teal & Company should have been joined as a part plaintiff; that, as far
as the Philippine Motors Corporation is concerned, the plaintiffs, not being
stockholders in that corporation, had no legal right to proceed against it in this case;
and that the court could not be called upon to act as investigator of the facts referred
to in paragraphs 3 and 4 of the complaint, but that such investigations fall within the
duty of the interested party, the Attorney-General, the Insular Auditor or the Insular
Treasurer.
I
If this were an ordinary action at law, the ruling of the court below would be
correct in most respects; it must be conceded that the complaint violates at least three
of the four principal rules as to the manner of stating facts in complaints in such
actions. It suffers from duplicity, the facts are not stated with certainty, and the
statement is sometimes indirect and partly in the alternative.
But we are not here dealing with a complaint in an action at law; this is in effect a
bill of discovery and the proceeding is primarily one for equitable relief, though it may
eventually develop into an action at law. In such proceedings considerable latitude in
the manner of stating facts in the pleadings is allowed. "The minute and varied
statements of the probative facts, the charges to anticipate a defense, and the
interrogatories, become necessary in the equity practice, because bills are for
discovery as well as for relief, and in order to search the conscience of the defendant,
he is treated, in the pleading, somewhat as though placed upon the stand and examined
as an unwilling witness." (Bliss on Code Pleading, 3rd edition, section 319.)
Counsel for the defendants argue that there is no press provision in the Code of
Civil Procedure for a proceeding such as the present, and that, therefore, proceedings
for discovery must be considered limited to the taking of depositions under subsection
1 of section 355 of the Code and the compulsory attendance of witnesses by means of
subpoena. But, upon a moment's re ection, it becomes evident that the means of
discovery suggested by counsel are not always available or adequate. Before they can
be utilized there must be an action pending, or, in other words, a complaint must have
been led a summons served upon the defendants. Now, there are cases where facts,
essential to the plaintiff's cause of action, are within the knowledge of the defendants,
but of which the plaintiff is so imperfectly informed that he cannot state them with
certainty, even on information and belief. He may, however, know that one out of two or
more sets or facts is true without knowing which of them is true. In such circumstances
the plaintiff cannot, of course, state any of the facts with certainty and it stands to
reason that he cannot be required to plead with certainty facts which he does not
de nitely believe to be true. But the facts being essential to this cause of action, he
must state them in one form or another and cannot very well le his complaint before
so doing. And if he cannot le his complaint, he cannot, as we have already stated, avail
himself of the remedy, provided for in subsection 1 of section 355, supra. It seems
clear that, in such a case, the proper procedure is for the plaintiff to state the facts
within his knowledge with certainty, but to plead in the alternative the, to him, doubtful
facts, which are wholly within the defendant's knowledge and call upon the defendant to
make a full disclosure of these facts. That is exactly what the plaintiffs have done in the
present case, and bearing in mind the purpose of the action, their complaint seems
sufficiently intelligible and free from ambiguity.
The fact that there is no special or express provision in the Code of Civil
Procedure for bills of discovery of this character, does not necessarily signify that the
CD Technologies Asia, Inc. © 2018 cdasiaonline.com
 remedy does not exist in this jurisdiction. The maxim of equity that "Equity will not
permit a wrong without a remedy" still holds good, and our liberal Code of Civil
Procedure is, if properly interpreted, su ciently broad and exible to enable the courts
to apply all necessary remedies, both legal and equitable.
II
Invoking the well-known rule that shareholders cannot ordinarily sue in equity to
redress wrongs done to the corporation that the action must be brought by the Board
of Directors, the appellees argue — and the court below held — that the corporation Teal
& Company is a necessary party plaintiff and that the plaintiff stockholders, not having
made any demand on the Board to bring the action, are not the proper parties plaintiff.
But, like most rules, the rule in question has its exceptions. It is alleged in the complaint
and, consequently, admitted through the demurred that the corporation Teal &
Company is under the complete control of the principal defendants in the case, and, in
these circumstances, it is obvious that a demand upon the Board of Directors to
institute action and prosecute the same effectively would have been useless, and the
law does not require litigants to perform useless acts. (Exchange Bank of Wewoka vs.
Bailey, 29 Okla., 246; Fleiming and Hewins vs. Black Warrior Copper Co., 15 Ariz., 1;
Wickerham vs. Crittenden, 106 Cal., 329; Glenn vs. Kittanning Brewing Co., 259 Pa., 510;
Hawes vs. Contra Costa Water Company, 104 U. S., 450.)
III
The conclusion of the court below that the plaintiffs, not being stockholders in
the Philippine Motors Corporation, had no legal right to proceed against that
corporation in the manner suggested in the complaint evidently rest upon a
misconception of the character of the action. In this proceeding it was necessary for
the plaintiffs to set forth in full the history of the various transactions which eventually
led to the alleged loss of their property and, in making a full disclosure, references to
the Philippine Motors Corporation appear to have been inevitable. It is be noted that the
plaintiffs seek no judgment against the corporation itself at this stage of the
proceedings.

IV
The court below also erred in holding that the investigation of the transactions
referred to in the complaint is not within the province of the courts, but should be
conducted by some other agency. That discovery, such as that demanded in the
present action, is one of the functions of a court of equity is so well established as to
require no discussion.
In our opinion the plaintiffs state a good cause of action for equitable relief and
their complaint is not in any respect fatally defective. The judgment of the court below
is therefore reversed, the defendants' demurrer is overruled, and it is ordered that the
defendants answer the complaint within ten days from the return of the record to the
Court of First Instance. So ordered.
Avanceña, C.J., Street, Villamor, Johns, Romualdez and Villa-Real, JJ., concur.

CD Technologies Asia, Inc. © 2018 cdasiaonline.com