8/12/2019 07 (Fleischer vs Botica Nolasco)

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G.R. No. L-23241 March 14, 1925HENRY FLEISCHER, plaintiff-appellee, vs.BOTICA NOLASCO CO., INC., defendant-appellant.

Facts: Botica Nolasco, Inc. is a corporation duly organized and existing under the laws of the Philippine Islands.The plaintiff, Henry Fleischer, filed a complaint against the Botica Nolasco, Inc., alleging that hebecame the owner of five shares of stock of said corporation, by purchase from their original owner, oneManuel Gonzalez; that the said shares were fully paid; and that the defendant refused to register said shares in

his name in the books of the corporation in spite of repeated demands to that effect made by him upon saidcorporation, which refusal caused him damages amounting to P500. Plaintiff prayed for a judgment orderingthe Botica Nolasco, Inc. to register in his name in the books of the corporation the five shares of stock recordedin said books in the name of Manuel Gonzalez, and to indemnify him in the sum of P500 as damages, and topay the costs.

The cause was brought on for trial, and the judge, held that, in his opinion, article 12 of the bylawsof the corporation which gives it preferential right to buy its shares from retiring stockholders, is in conflict withAct No. 1459 (Corporation Law), especially with section 35 thereof; and rendered a judgment ordering thedefendant corporation, through its board of directors, to register in the books of said corporation the said fiveshares of stock in the name of the plaintiff, Henry Fleischer, as the shareholder or owner thereof, instead of theoriginal owner, Manuel Gonzalez, with costs against the defendant.The defendant appealed from said judgment.

Issue: Whether or not article 12 of the by-laws of the Botica Nolasco, Inc., is in conflict with the provisions of theCorporation Law (Act No. 1459).

Ruling: Yes. As a general rule, the by-laws of a corporation are valid if they are reasonable and calculated tocarry into effect the objects of the corporation, and are not contradictory to the general policy of the laws of theland.

Section 13, paragraph 7, of the Corporation Law, empowers a corporation to make by-laws, not inconsistentwith any existing law, for the transferring of its stock. It follows from said provision, that a by-law adopted by acorporation relating to transfer of stock should be in harmony with the law on the subject of transfer of stock.The law on this subject is found in section 35 of Act No. 1459. Said section specifically provides that the sharesof stock "are personal property and may be transferred by delivery of the certificate indorsed by the owner, etc."Said section 35 defines the nature, character and transferability of shares of stock. Said section contemplatesno restriction as to whom they may be transferred or sold. The holder of shares, as owner of personal property,

is at liberty, under said section, to dispose of them in favor of whomsoever he pleases, without any otherlimitation in this respect, than the general provisions of law. Therefore, a stock corporation in adopting a by-lawgoverning transfer of shares of stock should take into consideration the specific provisions of section 35 of ActNo. 1459, and said by-law should be made to harmonize with said provisions. It should not be inconsistenttherewith.

And moreover, the by-laws now in question cannot have any effect on the appellee. He had no knowledge ofsuch by-law when the shares were assigned to him. He obtained them in good faith and for a valuableconsideration. He was not a privy to the contract created by said by-law between the shareholder ManuelGonzalez and the Botica Nolasco, Inc. Said by-law cannot operate to defeat his rights as a purchaser. Anunauthorized by-law forbidding a shareholder to sell his shares without first offering them to the corporation fora period of thirty days is not binding upon an assignee of the stock as a personal contract, although hisassignor knew of the by-law and took part in its adoption. (10 Cyc., 579; Ireland vs. Globe Milling Co., 21 R.I.,9.)