G.R. No. L-6230, March 21, 1911
A.R. HAGER, petitioner, vs. ALBERT J. BRYAN, respondent.

FACTS

Petitioner A.R. Hager filed an original action in the Supreme Court under the Code of Civil Procedure, seeking a writ of mandamus to compel respondent Albert J. Bryan, as secretary of the Visayan Electric Company, to transfer certain shares of stock on the company’s books. Hager alleged he agreed to sell the shares to a third party (Mr. Levering) and that the stock certificates were endorsed to him by the registered owner, Bryan-Landon Company. An initial demurrer to the petition was sustained. Hager then filed an amended petition, specifically alleging that the company held no unpaid claims against the shares and that he was not indebted to the company. Respondent again demurred, arguing the amended petition still failed to state a cause of action.

ISSUE

Whether a writ of mandamus may issue to compel the secretary of a corporation to transfer shares of stock on the company’s books at the demand of a person who is not the registered owner of the shares and does not hold a power of attorney from the registered owner.

RULING

No. The demurrer to the amended petition is sustained, and the petition is dismissed.

The Court held that while mandamus may lie in certain special circumstancessuch as when an ordinary action for damages or a suit in equity would be inadequate, and where the duty to transfer is implied by statute (Section 52 of Act No. 1459 , The Corporation Law)the writ will not issue unless the petitioner’s right is clear and indisputable. Here, Hager was not the registered owner of the shares; the stock was registered in the name of Bryan-Landon Company. The petition lacked any allegation that Hager (or anyone else) held a power of attorney from the registered owner authorizing the transfer, or that the registered owner itself had demanded the transfer. Under Sections 35 and 36 of The Corporation Law, mere endorsement of stock certificates does not, by itself, impose a clear legal duty on the corporation or its officers to effect a transfer at the demand of the endorsee. Without such a power of attorney or demand from the registered owner, the respondent’s duty to transfer is not so clear and indisputable as to justify mandamus. The Court noted that the usual practice for transferring stock involves the registered owner executing an assignment and power of attorney in blank on the certificate, but the petition did not sufficiently allege compliance with this practice.