G.R. No. 177066; September 11, 2009
JOSELITO MUSNI PUNO (as heir of the late Carlos Puno), Petitioner, vs. PUNO ENTERPRISES, INC., represented by JESUSA PUNO, Respondent.

FACTS

Petitioner Joselito Musni Puno filed a complaint for specific performance against respondent Puno Enterprises, Inc., claiming to be an heir of the late Carlos L. Puno, an incorporator of the corporation. As a surviving heir, petitioner demanded the right to inspect corporate books, receive an accounting of transactions since 1962, and obtain all profits and dividends pertaining to his alleged father’s shares. Respondent moved to dismiss, challenging petitioner’s legal personality due to a discrepancy in his surname on his birth certificate.
The trial court initially ordered proceedings held in abeyance but later conditionally admitted a corrected birth certificate and ultimately ruled in favor of petitioner, ordering the corporation to allow inspection of its books. On appeal, the Court of Appeals reversed the decision and dismissed the complaint.

ISSUE

Whether petitioner, claiming as an heir of a deceased stockholder, is entitled to exercise the rights of a stockholder, specifically the right to inspect corporate books and receive dividends, without first having his status as an heir and his filiation to the deceased stockholder judicially established.

RULING

The Supreme Court denied the petition and affirmed the Court of Appeals. The ruling is anchored on two principal legal grounds. First, the Court upheld the CA’s factual finding that petitioner failed to satisfactorily prove his filiation to Carlos L. Puno. A birth certificate is not competent evidence of paternity when the putative father did not participate in its preparation, and a baptismal certificate only proves the administration of the sacrament, not the truthfulness of entries regarding paternity. The Court emphasized that factual findings of the CA, when supported by substantial evidence, are conclusive.
Second, and more fundamentally, the Court clarified the distinction between inheritance rights and corporate rights. Upon the death of a stockholder, the heirs do not automatically become stockholders of the corporation. The rights to inspect books and receive dividends under Sections 74 and 75 of the Corporation Code are personal to the stockholder of record or their duly authorized representatives. An heir merely steps into the shoes of the decedent for purposes of succession to the estate; they must first have the stock transferred to their name in the corporate books. Before such transfer, the heir has no standing to exercise a stockholder’s proprietary rights. The determination of heirship, especially for an illegitimate claimant, must be settled in a special proceeding for the settlement of the decedent’s estate, not in an ordinary civil action for specific performance against the corporation. Therefore, petitioner’s action was premature.