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Question X
X. Ybarra is the registered shareholder of 500 shares in Yakal Inc., of which only 50% has been paid up, but for which the corporation had erroneously issued a covering certificate of stock for the entire 500 shares. Ybarra sells the entire 500 shares for cash pursuant to a notarized Deed of Sale in favor of Ynchon, and which certificate was duly endorsed and delivered. When Ynchon presented the Deed of Sale and the endorsed certificate of stock, as well as proof of payment to the Bureau of Internal Revenue (BIR) of the tax due on the sale of shares, the Corporate Secretary of Yakal Inc. refused to register the sale on the ground of lack of written authority from Ybarra to cancel the certificate and have the shares registered in the name of Ynchon.
(a)(a) Does Ynchon have a cause of action to file a petition for
mandamus
to compel the corporation to register the 500 shares in his name in the corporation books? (2.5%)
(b)(b) Who is liable to pay the remaining unpaid 50% balance - Ybarra or Ynchon? (2.5%)
Model answer · ALAC
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