ROQUE v PEOPLE

Alejandro D.C. Roque Vs. People of the Philippines

G.R. No. 211108 

June 7, 2017 

Facts

Roque assails the Decision[1] dated August 31, 2012 and the Resolution[2] dated January 22, 2014 of the Court of Appeals[3] (CA), which set aside and annulled the Order[4] dated November 12, 2008 of the Regional Trial Court (RTC)[5], Third Judicial Region, Branch 11, Malolos City, Bulacan in Criminal Case No. 1011-M- 2005. Said Order granted the motion for leave of court to file demurrer to evidence filed by Rosalyn Singson (Singson), herein petitioner's co-accused. 

November 17, 1993, Barangay Mulawin Tricycle Operators and Drivers Association, Inc. (BMTODA) became a corporation duly registered with the Securities and Exchange Commission (SEC). Sometime in August 2003, Oscar Ongjoco (Ongjoco), a member of BMTODA, learned that BMTODA's funds were missing. In a letter, Ongjoco requested copies of the Association's documents pursuant to his right to examine records under Section 74 of the Corporation Code of the Philippines (Corporation Code). 

However, Singson, the Secretary of BMTODA, denied his request. Ongjoco also learned that the incumbent officers were holding office for three years already, in violation of the one-year period provided for in BMTODA's by-laws. He then requested from Roque, the President of BMTODA, a copy of the list of its members with the corresponding franchise numbers of their respective tricycle fees and the franchise fees paid by each member, but Roque denied Ongjoco's request. Ongjoco filed an Affidavit-Complaint against Roque and Singson for violation of Section 74 in relation to Section 144 of the Corporation Code because of their refusal to furnish him copies of records pertaining to BMTODA. 

 After the prosecution rested its case, Roque and Singson filed a Motion for Leave of Court to File Demurrer to Evidence with Motion to Dismiss by way of Demurrer to Evidence. The prosecution failed to file any comment thereon. In an Order dated November 12, 2008, the RTC granted the motion and gave due course to Roque and Singson's demurrer to evidence. The RTC ruled that said association failed to prove its existence as a corporation. 

Hence, a violation under the Corporation Code cannot be made applicable against its officers. The fallo thereof reads: On appeal, the CA reversed and set aside the Order dated November 12, 2008 of the RTC. The CA ruled that BMTODA is a duly registered corporation. The CA stated that a Petition to Lift Order of Revocation and the SEC Order Lifting the Revocation were presented in evidence; and that logic dictates that such documentary evidence presupposes a duly registered and existing entity. Petitioner contends that there is want of evidence to prove that BMTODA is a corporation duly established and organized under the Corporation Code; thus, he cannot be prosecuted under the penal provisions of the said code. 

The appeal lacks merit. 

Issue: 

Has the CA erred the declaring the annulment of the RTC’s decision for the dismissal of the case? 

Held:

Section 74 of the Corporation Code provides for the liability for damages of any officer or agent of the corporation for refusing to allow any director, trustee, stockholder or member of the corporation to examine and copy excerpts from its records or minutes. Section 144 of the same Code further provides for other applicable penalties in case of violation of any provision of the Corporation Code. Clearly, Ongjoco, as a member of BMTODA, had a right to examine documents and records pertaining to said association. To recall, Ongjoco made a prior demand in writing for copy of pertinent records of BMTODA from Roque and Singson. Ongjoco sent his letters dated December 13, 2003 and August 29, 2004 to Roque and Singson, respectively. 

However, both of them refused to furnish Ongjoco copies of such pertinent records. Roque argues that when the letters were received by him and Singson, BMTODA's registration was already revoked. Hence, BMTODA ceased to exist as a corporation. While it appears that the registration of BMTODA as a corporation with the SEC was revoked on September 30, 2003, the letter-request of Ongjoco to Singson, which was dated while BMTODA's registration was revoked, was actually received by Singson after the revocation was lifted. In a Letter dated October 11, 2004, the General Counsel of the SEC made it clear that the SEC lifted the revocation of BMTODA's registration on August 30, 2004. 

As the CA correctly observed, the letter-request was received by Singson on September 23, 2004 when BMTODA had regained its active status. A reading of this present Petition reveals that Roque admitted his denial of Ongjoco's request, i.e., to furnish him a copy of BMTODA's list of its members with the corresponding franchise body numbers of their respective tricycles and franchise fees paid by each member. Also, what was requested from Singson pertains to an entirely different document. Thus, Singson's denial is immaterial, and does not detract from Roque's denial of Ongjoco's request to access the above-mentioned document. For his individual and separate act, Roque should be held accountable. Hence, Roque's denial is unquestionably considered as a violation under the Corporation Code.