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Yujuico and Sumbilla

v.
Quiambao and Pilapil
G.R. No. 180416
June 2, 2014

Facts:
Petitioners, Yujuico and Sumbilla, the newly-elected President and Treasurer of Strategic
Alliance Development Corporation (STRADEC) respectively filed a criminal complaint against the
respondents, former officers of STRADEC for violation of Sec.74 in relation to Sec. 144 of the
Corporation Code. The criminal complaint was filed against respondents because of their
constant refusal to turn-over STRADEC’s corporate books and stocks and transfer books to the
petitioners, in violation of their right as stockholders, directors, and officers of the corporation
to inspect such books. METC found probable cause to criminally charge the respondents, which
was reversed by the RTC upon petition by the respondents. The RTC opined that refusing to allow
inspection of the stocks and transfer books and records is not a punishable offense under the
Corporation Code. Hence, this petition.

Issue: Whether or not refusing access to corporate books and records is punishable under Sec.
144 of the Corporation Code, and whether the respondents are criminally liable for the same.

Ruling: Yes, it is a punishable offense under the Corporation Code, but respondents are not liable
for the same.

Section 144 of the Corporation Code, is the general penal provision of the Corporation
Code which penalizes violations of any of the provisions of the Code or its amendments not
otherwise specifically penalized thereto. It only does not apply to refusal to inspect corporate
records, but also applies to refusal to inspect the stocks and transfers book. Certainly, all the
rights guaranteed to corporators under Section 74 of the Corporation Code are mandatory for
the corporation to respect. All such rights are just the same underpinned by the same policy
consideration of keeping public confidence in the corporate vehicle thru an assurance of
transparency in the corporation's operations.

However, despite such pronouncement, the respondents cannot be held criminally liable
under the said provision. A criminal action based on the violation of a stockholder's right to
examine or inspect the corporate records and the stock and transfer book of a corporation under
the second and fourth paragraphs of Section 74 of the Corporation Code can only be maintained
against corporate officers or any other persons acting on behalf of such corporation, since these
acts can only be committed by a corporation. The respondents however were not acting in behalf
of STRADEC, but are mere outgoing officers of STRADEC who, for some reason, withheld and
refused to turn-over the company records of STRADEC. In other words, petitioners are not
actually invoking their right to inspect the records and the stock and transfer book of STRADEC
but seek to enforce is the proprietary right of STRADEC to be in possession of such records and
book. Such right cannot be enforced by a criminal prosecution based on Sec.74 of the Code.