GR 184332; (February, 2016) (Digest)
G.R. No. 184332 February 17, 2016
ANNA TENG, Petitioner, vs. SECURITIES AND EXCHANGE COMMISSION (SEC) and TING PING LAY, Respondents.
FACTS
Respondent Ting Ping Lay purchased shares in TCL Sales Corporation from various sellers, including Peter Chiu and Ismaelita Maluto. He requested petitioner Anna Teng, the corporate secretary, to record these transfers in the corporate books and issue new stock certificates in his name. Teng refused. Ting Ping filed a successful petition for mandamus with the SEC, which ordered Teng to record the transfers and issue new certificates. This SEC decision was affirmed with finality by the Supreme Court in a prior case ( G.R. No. 129777 ).
After finality, the SEC issued a writ of execution. Teng filed a separate interpleader case concerning other shares, causing a temporary hold. Following the interpleader’s resolution, Ting Ping moved for an alias writ of execution to enforce the final judgment specifically for the shares bought from Chiu and Maluto. The SEC granted the motion. Teng moved to quash, arguing that the original stock certificates for the Maluto shares must first be surrendered before new ones could be issued.
ISSUE
Whether the surrender of the original stock certificates is a mandatory precondition for the execution of the final and executory judgment ordering the recording of the transfer and issuance of new certificates in favor of Ting Ping Lay.
RULING
No. The Supreme Court denied the petition and affirmed the Court of Appeals. The legal logic is anchored on the final and executory nature of the judgment and the ministerial duty to execute it. The Court’s prior decision in G.R. No. 129777 had already conclusively established Ting Ping’s right to have the shares recorded and new certificates issued. A final judgment is immutable and must be executed as a matter of right by the prevailing party.
The defense of non-surrender of the original certificates, raised to obstruct execution, constitutes a collateral attack on the final judgment, which is impermissible. The Court cited Rural Bank of Salinas, Inc. v. Court of Appeals, which held that while the surrender of the old certificate is generally a prerequisite for the issuance of a new one under the Corporation Code, this rule yields when the transfer is ordered by a final court judgment. In such a case, the judgment itself is a superior instrument that compels the corporation to record the transfer and issue new certificates, notwithstanding the absence of the old ones. The corporation’s remedy, if the old certificates are later presented, is to seek their cancellation, not to defy the court order. Therefore, the SEC and the CA correctly ordered the execution of the judgment without requiring the physical surrender of the certificates as a precondition.