Cojuangco v. Sandiganbayan
Cojuangco v. Sandiganbayan
Cojuangco v. Sandiganbayan
Sandiganbayan
G.R. No. 183278, April 24, 2009
Carpio-Morales, J.:
DOCTRINE:
FACTS:
By Decision dated January 20, 2006, this Court, in G.R. No. 153459, ruled in
favor of the Republic, declaring it to be the owner of 111,415 PTIC shares registered in
the name of Prime Holdings. By Resolution dated December 14, 2006, the
Sandiganbayan granted the Motion for the Issuance of a Writ of Execution with respect
to the reconveyance of the shares, but denied the prayer for accounting of dividends.
ISSUE:
Whether or not the Republic, having transferred the shares to a third party, is
entitled to the dividends, interests, and earnings thereof.
RULING:
Yes. Dividends are payable to the stockholders of record as of the date of the
declaration of dividends or holders of record on a certain future date, as the case may
be, unless the parties have agreed otherwise. And a transfer of shares which is not
recorded in the books of the corporation is valid only as between the parties, hence, the
transferor has the right to dividends as against the corporation without notice of transfer
but it serves as trustee of the real owner of the dividends, subject to the contract
between the transferor and transferee as to who is entitled to receive the dividends.
It is thus clear that the Republic is entitled to the dividends accruing from the subject
111,415 shares since 1986 when they were sequestered up to the time they were
transferred to Metro Pacific via the Sale and Purchase Agreement of February 28, 2007;
and that the Republic has since the latter date been serving as trustee of those
dividends for the Metro Pacific up to the present, subject to the terms and conditions of
the said agreement they entered into.