This was an original action commenced in the Supreme Court to secure a writ of mandamus against the  defendant to compel him, as secretary of the Visayan Electric Company, to transfer upon the books, of said company certain shares mentioned in the petition.  The petition alleges:

"That your petitioner is a resident of the city of Manila, Philippine  Islands, but temporarily residing in the city of Shanghai, China,  and that the respondent is a resident of and domiciled in the city of Cebu,  Philippine Islands.

"That on January first,  1910, the respondent qualified as the secretary of the  Visayan Electric Company, after having been duly elected, and that the defendant was on January  1, 1910, ever since has been and now is the secretary of the Visayan Electric Company,  a corporation duly  organized and existing under and by virtue  of the laws of the Philippine Islands.

"That prior to  February 5,  1910,  your  petitioner was the sole owner of one hundred shares of capital stock of  the said  Visayan Electric Company and among which shares were:

"Certificate No. 55 representing 5 shares;
"Certificate No. 62 representing 10 shares;
"Certificate No. 63 representing 10 shares.

These certificates were issued in the name of Bryan-Landon & Co. and by them indorsed to your petitioner,

"That  on February 5, 1910, your petitioner entered into an agreement with one Martin M. Levering for  the purchase and sale from your petitioner to the said Levering of your petitioner's interest in the said Visayan Electric Company, being the one hundred shares hereinbefore mentioned and including the' 25 shares hereinbefore particularly mentioned.  That this agreement was finally signed on February 25, 1910.

"That the aforementioned agreement between your petitioner  and the said Levering grew out of the fact  that certain parties among whom were Bryan-Landon & Co., of which  the respondent  was and  is a  member, were  at that time trying by various means and manipulations to get control of the said Visayan Electric Company, and the said Levering and your petitioner were desirous of preventing their thus securing control.

"That in the aforesaid agreement between your petitioner and the said Levering it was understood and agreed  that delivery of all the stock should be made free from all incumbrances and the necessary transfers  made on the books of the  company.

"That the respondent does  not question the title of your petitioner to the aforementioned shares of the said Visayan Electric Company, and that he has no  reason to question such title,

"That the shares of the said Visayan Electric Company are transferable only  on  the books of the company and therefore  your petitioner has repeatedly demanded and requested the respondent, as secretary  of the  said Visayan Electric Company to transfer on the books of the company the aforesaid shares, viz:

"Certificate No.  55 representing 5 shares;
"Certificate No.  62 representing 10 shares;
"Certificate No.  63 representing 10 shares;

to the  name  of A.  R. Hager, who was  the true owner  of same until February 5, 1910, so that the said A. R. Hager, your petitioner, may fully and faithfully carry out his agreement with the said Levering hereinbefore mentioned.

"That the said Albert J. Bryan, the respondent, individually, as a member of the firm of Bryan-Landon & Company, and as secretary of the said Visayan Electric  Company has refused and  neglected and still so refuses and neglects  to transfer or permit the transfer of the said aforementioned shares on the books of the company in the name of your petitioner.  That this refusal on the part of the respondent is arbitrary, malicious, and contrary to law.

"That the  respondent as secretary of the  said Visayan Electric Company  is the only person whose  duty it is to transfer shares on the books of the said company.

"That your petitioner has no plain, speedy, adequate,  and complete remedy at law, as a  suit in damages for the value of the shares would not be speedy, adequate, nor complete, because then  other parties than your petitioner and Martin M. Levering  might  become the owners of the said shares, this being the apparent desire of the respondent and being the express condition that your petitioner desires to prevent, and being the foundation of the agreement entered into by your petitioner and the said Martin M. Levering.

"Wherefore your petitioner respectfully  prays  that this honorable court issue  a  writ of  mandamus  addressed to Albert J. Bryan, as secretary  of the Visayan Electric Company ordering the said Albert J. Bryan to forthwith transfer on the books of the company to the name of your petitioner the following shares in the said Visayan Electric Coiripany, viz:

"Certificate No. 55 representing 5 shares;
"Certificate No. 62 representing 10 shares;
"Certificate No. 63 representing 10 shares.

"An order  addressed to Albert J.  Bryan, individually, as a member  of the firm of Bryan-Landon & Company,  restraining the said Albert J. Bryan from in any way interfering with the transfer of the aforementioned shares on the books of the said Visayan  Electric Company, for  the costs  of this  action, together  with such further and other relief as this honorable court may deem meet and proper and that these proceedings be expedited under section 518, Code of Civil Procedure."

To  this  petition  the  defendants presented the following demurrer:

"Now comes the defendant in the case named above and demurs to the complaint on the ground that acts constituting cause of action are not therein alleged."

The question presented is, Will the courts of the Philippine Islands, under the provisions of the Code of Procedure in Civil Actions  (sees.  222-225, 515) issue the writ of mandamus, under the facts  alleged in  the complaint, for the purpose of compelling the secretary of a private corporation to transfer stock upon the books of the corporation? The Honorable Arthur L. Sanborn, judge of the United States district court for the western district of Wisconsin, in his article entitled "Mandamus" (26 Cy. of Law  and Procedure (Cyc), at p. 347), said:

"By the weight of authority  mandamus will  not lie in ordinary  cases to compel a  corporation or its  officers to transfer stock on its books and issue new certificates to the transferee, since the writ (in such a case) is a purely private one, and there is generally an adequate remedy by an action against the corporation for damages."

In support of this conclusion Judge  Sanborn cites cases from the  States  as follows:

California. -  (Kimball vs. The Union Water Company, 44 Cal., 173; 13 American Reports, 157);

Connecticut. - (Tobey vs. Hakes, 54 Conn., 274; 1 American State Reports, 114);

Georgia. -  (Terrell vs.  Georgia Ry. Co., 115 Ga.,  104);

Massachusetts. -  (Stackpole vs.  Seymour,  127  Mass., 104);

Michigan. - (Clark vs. Hill, 132 Mich., 434);

Minnesota- - (Berker  vs.   Marshall,  15  Minn.,  [136]  177);

Missouri. - (State vs. Rombauer,  46  Mo, 155) ;

Montana. - (Durfee  vs. Harper, 22 Mon., 354);

New Jersey. -  (Galbraith vs. People's Building Association etc., 43 N. J. Law, 389);

New York. -  (People vs. Miller, 114 N. Y., 636) ;

Ohio. - (Freon vs. Carriage Company, 42 Ohio  St., 30; 51 Am. Reps., 794);

Oregon. - (Slemmons vs. Thompson, 23 Oregon, 215);

Pennsylvania. -  (Burmingham Fire Ins. Co. vs. Commonwealth,92 Pa. St., 72);

  Rhode Island. -  (Wilkinson vs. Providence Bank, 3 R. I., 22.)

The above doctrine is the general rule in England, as well as in  Canada.  (Rex vs. London Assurance Company, 5 B. and Aid., 899).

Section  35, Act No. 1459, provides among other things, that:

"No share  of stock against which the  corporation holds any unpaid claim, shall be transferable on the books of the corporation."

To permit the writ of mandamus to issue for the purpose of compelling the officers of a corporation, in cases like the present one, to transfer stock upon  the books of the corporation, might, under certain circumstances, require such officers to  transfer stock against which  the  corporation holds unpaid  claims. These claims might easily arise between the  time of the issuance of the writ and the service of the same upon such officers.   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  enjoins as a duty resulting from an office, trust, or station or unlawfully excludes the  plaintiff from the use and enjoyment of a  right or office to which he is entitled and from which he is  unlawfully precluded.   (Sec. 222 of Act No. 190.)

No law has been called to our attention 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.   (Sec.  35, Act No. 1459.)

In the case of Tobey vs. Hakes (54 Conn., 274) Justice Carpenter,  in discussing the question whether mandamus would issue or not, in an application for such writ to compel the secretary of a private corporation to transfer stock on the books of the corporation, to a purchaser,  and to issue a certificate therefor, said:

"This suit is against a private corporation, and its object is to enforce a mere private  right.  It is in no  sense a proceeding to enforce the performance of a  public duty. We have no precedent in this  State for allowing this writ to  compel the transfer of stock in a private  corporation, and the authorities elsewhere are against it," - citing in support of his conclusions cases: Cushman vs. Thayer Manufacturing Co. (76 N. Y., 365), Town vs. Nichols, (73 Me., 515), State vs. Peoples' Building Association (43 N. J. Law, 389), Bank vs. Harrison (66 Ga., 696).

Justice Carpenter continues  by saying:

"There is another ground on  which the writ was properly refused.  It is familiar law that the writ will not ordinarily issue if the plaintiff has other remedies.  If the corporation improperly refuses to transfer the  stock it is clearly liable for the damages in an action  at law."

In the  case of Kimball  vs. Union Water  Company  (44 Cal., 173)  the supreme court of California said:

"It has been so frequently decided that a  party entitled to stock in a private corporation has an action for damages against the corporation  for  the refusal of  its officers to transfer the stock to him  upon the company's books, that it must be considered as a settled principle of law."   (King vs. Bank of England, 2 Douglass, 526; Shipley vs. Mechanics' Bank,  10 Johnson, 484; Wilkinson vs.  Providence Bank, 3 R. L, 22; Ex parte Fireman's Ins. Co., 6th Hill  (N. Y.), 243; American Asylum, etc., vs.  Phoenix Bank, 4 Conn., 172; Sargeant vs. Franklin Ins. Co., 8 Pickering  (Mass.), 90.)

In the case of Shipley vs. Mechanics' Bank (10 Johnson, N.  Y.,  484)  an application  was made  for mandamus  to compel a corporation to transfer to the  petitioners certain stock owned by them, and in deciding the  question, the court said:

"The applicants have  an  adequate remedy, by special action on the case, to recover the value of the stock, if the bank have unduly refused to transfer it.  There is no need of the extraordinary remedy  by mandamus in so ordinary a case.   It might as well be required in every  case in which an ordinary action would lie,"

This  court has frequently decided that mandamus, being an extraordinary remedy, will not issue when another adequate remedy exists under the ordinary procedure.   (Hoey vs. Baldwin, 1  Phil. Rep., 551;  Manotoc vs. McMicking, 10 Phil Rep., 119; Peterson vs. Peterson, Case No. 2360; Cruz Herrera vs. McMicking, 14 Phil. Rep., 641; Tabigue et al. vs. Duval, 16 Phil. Rep., 324.)

For the  reasons  above stated the  demurrer is  hereby sustained and the petition is  hereby dismissed with costs, without prejudice to the right of the plaintiff  to commence an ordinary  action  in  the Court  of First  Instance  to secure an order directing  the  defendant to  transfer the stock in question upon  the  books of the company, after it is alleged and proved that the corporation holds no  unpaid claims against it.

Arellano, C. J., and Torres, J., concur.

Mapa, J., concurs in the result.

Moreland,  J., with whom concur Carson  and Trent, JJ., dissenting:

I dissent.  I am of the opinion that mandamus  ought to issue  in this case.