Question

Commercial

Bathalumang Technologies Corporation (BTC) was incorporated as a close corporation with the following provisions in its articles of incorporation: (1) a maximum of eight shareholders; (2) a right of first refusal in favor of existing shareholders in the event of any share transfer; and (3) a prohibition against any public offering of shares. Rodrigo, one of four original stockholders, wished to sell his 25% shareholding to Crispin, a close business associate who is not an existing shareholder of BTC. In compliance with the articles, Rodrigo formally notified all existing shareholders of BTC of his intention to sell at PHP 10 million. Three of the four existing shareholders waived their right of first refusal. The fourth shareholder, Sophia, exercised her right and formally tendered PHP 10 million to Rodrigo within the stipulated period. However, Rodrigo rejected Sophia's tender, claiming he had changed his mind and would hold on to his shares. Sophia filed an action for specific performance. Is Sophia entitled to specific performance? Decide with reason(s).

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