GR L 33320; (May, 1983) (Digest)
G.R. No. L-33320. May 30, 1983. RAMON A. GONZALES, petitioner, vs. THE PHILIPPINE NATIONAL BANK, respondent.
FACTS
Petitioner Ramon A. Gonzales, a stockholder owning one share in the Philippine National Bank (PNB), filed a special civil action for mandamus to compel PNB to allow him to inspect its books and records. His request aimed to verify the truth of published reports concerning specific transactions, including PNB’s guarantee for a sugar-mill purchase and its financing of the Cebu-Mactan Bridge and Passi Sugar Mill. PNB denied his written request, prompting the suit. The trial court dismissed the petition.
The factual backdrop reveals that prior to this action, Gonzales had filed several cases questioning various PNB transactions. He acquired his single share in August 1967, after his legal standing was challenged in an earlier taxpayer’s suit. Following this acquisition, he filed multiple cases in his dual capacity as a taxpayer and stockholder against the bank and its directors, questioning different transactions.
ISSUE
Whether a stockholder of the Philippine National Bank has an absolute and unqualified right to inspect its books and records under Section 51 of the former Corporation Law.
RULING
No. The Supreme Court affirmed the dismissal of the petition. The right of a stockholder to inspect corporate books is not absolute. It must be exercised in good faith, for a legitimate purpose germane to the stockholder’s interest, and not for speculative, vexatious, or hostile reasons. The Court found that Gonzales’s primary purpose was not related to his interest as a minimal shareholder but was an extension of his previous taxpayer suits aimed at investigating transactions that occurred before he became a stockholder. His intent was to gather materials for potential litigation against the bank for acts when he was a stranger to it, which is an improper purpose.
Furthermore, PNB, as a government-owned bank created by a special charter ( Republic Act No. 1300 , as amended), is governed primarily by its charter, not the general Corporation Code. The charter contains specific provisions (Sections 15, 16, and 30) mandating confidentiality of bank records, inspectable only by designated government authorities and not by individual stockholders. The general inspection right under the Corporation Code cannot apply supplementally when it directly conflicts with the bank’s charter, which imposes strict confidentiality to protect sensitive financial information. Therefore, mandamus did not lie to enforce the requested inspection.