Ramos, Jeni Eunice A.

A.R. Hager vs. Abert J. Bryan

GR L-6230, January 18, 1911
Doctrine:
Mandamus is not the proper remedy to compel a secretary of a corporation
to record the transfer of stock in the books of the corporation. The proper remedy,
the suit being a private one, is to sue for damages.
Facts:
This is an original action commenced in the SC to secure a writ of mandamus
against herein defendant to compel him, as secretary of Visayan Electric Company,
to transfer upon the books of said company certain shares mentioned in the
petition.
Herein petitioner was the sole owner of 100 shares of capital stock of Visayan
Electric Company and among them were:
Certificate No. 55 (representing 5 shares)
Certificate No. 62 (10 shares)
Certificate No. 63 (10 shares)
These certificates were issued in the name of Bryan-London & Co. and by
them indorsed to petitioner. Said shares were bought from Martin M. Levering. It
was said that the reason behind the agreement was that certain parties in BryanLondon & Co., which respondent was a member, were trying to get control of
Visayan Electric Company and that they decided to prevent them from securing
control.
The title to such shares were not questioned by respondent and are
transferable only on the books of the company. When respondent refuses to record
it, petitioner repeatedly demanded and requested respondent, as secretary of
Visayan Electric Company, to transfer on the books of company the Certificates of
shares mentioned above.
Issue:
Whether or not the courts have jurisdiction to issue writ of mandamus for the
purpose of compelling the secretary of a private corporation to transfer stock upon
the books of the corporation.
Held:
No. The writ in such case is purely a private one and there is generally an
adequate remedy by an action against the corporation for damages. Mandamus will
not lie because the suit is against a private corporation and in no sense a

proceeding to enforce the performance of a public duty. Also, there is another

remedy other than mandamus and that is to sue for damages.
Under the old corporation law, no share of stock against which the
corporation holds any unpaid claim, shall be transferrable on the books of the
corporation. To permit the writ of mandamus to issue for the purpose of compelling
the officers to transfer stock might require such officers against which the
corporation holds unpaid claims. If the court should issue the writ, it might require
an officer to transfer stock under conditions where the law expressly prohibited such
transfer.
The writ of mandamus will never issue to compel a person to violate an
express provision of the law. The act required to be performed must be one which
the law specially enjoin as a duty resulting from an office, trust, or station or
unlawfully excludes the plaintiff from the used and enjoyment of a right or office to
which he is entitled and from which he is unlawfully precluded.
No law at that time which specially requires the performance of the act of
transferring the stock, while there is a law expressly prohibiting its transfer, except
under certain conditions.