Go to Content Area :::

Constitutional Court R.O.C. (Taiwan) Logo

Home Sitemap 中文版
   

Decisions

Home > Decisions > Docket Search > Before 2022
:::
:::
  • Interpretation
  • No.186
  • Date
  • 1984/03/09
  • Issue
    • Is a person who has suffered injury as a result of his right to corporate stocks being invalidated by a court judgment entitled to make a claim for damages sustained or for restitution on the ground of unjust enrichment if his right cannot be restored despite the revocation of such judgment?
  • Holding
    •        Where an invalidating judgment declaring a stock certificate null and void is revoked, the effect of the original stock certificate shall be restored. If, however, a new certificate has been issued by the issuing corporation to replace the certificate nullified, and the stockholder*s interest in such stock has been legally acquired by a bona fide assignee, it would be no longer possible for him to restore the effects of such stock. In such a circumstance, the person who has suffered injury as a result of his right being invalidated is entitled to make a claim under law for damages sustained or for restitution on the ground of unjust enrichment. This is to supplement Interpretation Yuan-tze No. 2811.
  • Reasoning
    •        Where a security is declared null and void by an invalidating judgment, the party filing the petition for such judgment is entitled to claim against the party bound to perform obligations under the security for all rights in connection with such security. Consequently, the bearer of the security is not entitled to exercise his rights appertaining to such security (Code of Civil Procedure, Article 564, Paragraph 1, and Article 565, Paragraph 1). In the case where the invalidating judgment declaring nullification of the security is revoked, the effect of such judgment is extinguished retroactively, and the original security must of course resume its effect. A stock certificate is a type of security. Where an invalidating judgment declaring a stock certificate null and void is revoked, the effect of the original stock certificate shall be restored. If, however, a new certificate has been issued by the issuing corporation to replace the certificate nullified, and the stockholder*s interest in such stock has been legally acquired by a bona fide assignee, and the bearer of the original stock certificate has become unable to exercise his right on the stock for reason of maintaining the safety in security transactions as contemplated in the provision of the Code of Civil Procedure, Article 565, Paragraph 2, it would therefore no longer be possible to restore the effects of such stock. In such a circumstance, the person who has suffered injury as a result of his right being invalidated is entitled to make a claim under law for damages sustained or for restitution on the ground of unjust enrichment. This is to supplement Interpretation Yuan-tze No. 2811.
      
    • *Translated by Raymond T. Chu.
Back Top