Razon Vs Iac (207 Scra 510)

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Razon vs IAC (207 SCRA 510)

Facts:
Enrique Razon organized the E. Razon, Inc. (ERI) for the purpose of bidding for the
arrastre services in South Harbor, Manila. Stock certificate No. 003 for 1,500 shares of
stock was issued in the name of the late Juan T. Chuidian. Vicente B. Chuidian, as an
administrator, filed a complaint against Razon for the delivery of certificate of stocks
representing the shareholdings of the deceased Juan T. Chuidian in ERI. Vicente
alleged that after organizing ERI, Razon distributed shares of stock previously placed in
the names of the withdrawing nominal incorporators to some friends including Juan T.
Chuidian. Stock Certificate No. 003, upon instruction of the late Chuidian, was
personally delivered to the Corporate Secretary of ERI. Since then, Enrique was in
possession of the said stock certificate even during the lifetime of the late Chuidian. By
agreement of the parties, the stock certificate was delivered for deposit with the bank
under the joint custody of the parties. Razon alleged later that he paid for all the
subscription on the subject shares of stock and the understanding was that he was the
owner of the same and was to have possession thereof until such time as he was paid
therefor by the other nominal stockholders. The then Court of First Instance of Manila
declared that Razon is the owner of the subject shares of stock. The then Intermediate
Appellate Court, however, reversed the CFI's decision and ruled that Juan T. Chuidian
is the owner of the shares of stock.
Issue:
Whether or not Juan T. Chuidian is the rightful owner of the stocks.
Ruling:
Yes. Chuidian is the rightful owner of the stocks. The law is clear that in order for a
transfer of stock certificate to be effective, the certificate must be properly indorsed and
that title to such certificate of stock is vested in the transferee by the delivery of the duly
indorsed certificate of stock. (Section 35, Corporation Code) Since the certificate of
stock covering the questioned 1,500 shares of stock registered in the name of the late
Juan Chuidian was never indorsed to the petitioner, the inevitable conclusion is that the
questioned shares of stock belong to Chuidian. The petitioner's asseveration that he did
not require an indorsement of the certificate of stock in view of his intimate friendship
with the late Juan Chuidian can not overcome the failure to follow the procedure
required by law or the proper conduct of business even among friends. To reiterate,
indorsement of the certificate of stock is a mandatory requirement of law for an effective
transfer of a certificate of stock. Therefore, in the instant case, there is no dispute that
the questioned 1,500 shares of stock of E. Razon, Inc. are in the name of the late Juan
Chuidian in the books of the corporation.

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