G.R. No. L-33320 May 30, 1983 RAMON A. GONZALES, petitioner, vs. THE PHILIPPINE NATIONAL BANK, respondent.

VASQUEZ, J.: FACTS The petitioner requested from the respondent that he be allowed to examine the records of the latter. Petitioner claimed that he wanted to determine the veracity of reports that the respondent has guaranteed the obligation of another corporation in the purchase of a sugar mill and that the respondent financed the construction of a bridge and a sugar mill. When the respondent denied his request, the petitioner sought mandamus from the CFI of Manila, adding that he acquired one (1) share of stock in PNB and was thus entitled to examine the respondents records. The CFI dismissed the petition on the ground that the petitioner had improper motives and his purpose was not germane to his interest as a stockholder. The petitioner argued that his right was unconditional. ISSUE The issue was whether the petitioner could examine the records of the respondent. RULING NO. The former Corporation Law was already replaced by the Corporation Code which requires that the person requesting the examination of a corporations records must be acting in good faith and for a legitimate purpose. Examination could not be granted on the ground of mere curiosity. The petitioner acquired only one share of stock and did so only after making a request to examine acts done by the respondent when the former was still a stranger to the same. The circumstances showed that the petitioners purpose was not germane to his interest as a stockholder. Lastly, the right to examine the records of a corporation under the Corporation Code was violative of the PNBs charter. The petition was dismissed.