G.R. No. L-6230, January 18, 1911
A. R. HAGER, petitioner, vs. ALBERT J. BRYAN, respondent.

FACTS

Petitioner A. R. Hager, owner of shares in the Visayan Electric Company, sought a writ of mandamus to compel respondent Albert J. Bryan, the company secretary, to transfer specific shares (Certificates Nos. 55, 62, and 63) to Hager’s name on the corporate books. Hager alleged that the shares were originally issued to Bryan-London & Co. (of which Bryan was a member) and endorsed to him. He entered into an agreement to sell these shares to Martin M. Levering, but Bryan refused to effect the transfer. Hager claimed the refusal was arbitrary and malicious, aimed at preventing him and Levering from blocking Bryan-London & Co.’s attempt to gain control of the company. Bryan demurred, arguing the petition failed to state a cause of action.

ISSUE

Whether a writ of mandamus is the proper remedy to compel the secretary of a private corporation to transfer stock on the company’s books under the facts alleged.

RULING

No. The Supreme Court sustained the demurrer and dismissed the petition. The Court held that mandamus, being an extraordinary remedy, is not available in ordinary cases to compel a private corporation or its officers to transfer stock on its books. The general rule, followed in numerous U.S. and English jurisdictions, is that an adequate remedy exists through an ordinary action for damages against the corporation for wrongful refusal to transfer stock. The Court cited Section 35 of Act No. 1459 (the Corporation Law), which prohibits stock transfer if the corporation holds any unpaid claim against it, implying that such matters require ordinary litigation to resolve factual issues. Since Hager had an adequate legal remedy (e.g., a suit for damages or specific performance in the Court of First Instance), mandamus was inappropriate. The dismissal was without prejudice to Hager’s right to pursue an ordinary action.