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Corporate Law Case Digest: People V.

Tan Boon Kong (1930)


35262March15,1930
LessonsApplicable:CorporateCriminalLiability(CorporateLaw)
FACTS:

Tan Boon Kong, manager of the Visayan Gen. Supply Co. Inc, enegaed in the
purchase and sale of sugar "bayon:, copra and other native projects voluntarily
made a false return stating gross sales of only 2,352,761.94 when the true amount
is 2,543,303. 44 with a difference of 190,541.50 (1 1/2 sales) resulting to a tax

difference of 2,960.12.
Secs.1458to2723seemtomentiononlyaboutcorporations

ISSUE:W/NTanBoonKongiscriminallyliable.
HELD:YES.
Acorporationcanactonlythroughitsofficersandagentsandwherethebusinessitself

involvesaviolationofthelaw,thecorrectruleisthatallwhoparticipateinit=liable

Corporate Law Case Digest: Sia V. People (1983) (Strange And Exceptional)
30896. April 28, 1983.
Lessons Applicable: Corporate Criminal Liability (Criminal Procedure)
FACTS:

Sia was the President and General Manager of the Metal Manufacturing of the Philippines

Inc. (MEMAP)
He obtained 150 M/T Cold Rolled Sheets consigned to Continental Bank and converted it

into personal used instead of selling it and turning over the proceeds
It resulted to a damage of 46,819 php, interest of 28,736.47 php and forfeited deposit of
71,023.60 php

ISSUE: W/N Sia can be criminally charged.


HELD: NO. Acquit.

Sia did not act for and on behalf of MEMAP

For crimes committed by corp. officers criminally charged, existence of criminal liability for
which the petition is being prosecuted must be clear and certain, here it may not be said to be

beyond reasonable doubt


Allegation v. evidence = strictly in harmony
The merchandise was manufactured before sold but although the bank was aware of this, it
was not in the trust agreement

Article 102. Subsidiary civil liability of innkeepers, tavernkeepers and proprietors of


establishments. - In default of the persons criminally liable, innkeepers,
tavernkeepers, and any other persons or corporations shall be civilly liable for
crimes committed in their establishments, in all cases where a violation of municipal
ordinances or some general or special police regulation shall have been committed
by them or their employees.
Innkeepers are also subsidiarily liable for the restitution of goods taken by robbery
or theft within their houses from guests lodging therein, or for the payment of the
value thereof, provided that such guests shall have notified in advance the
innkeeper himself, or the person representing him, of the deposit of such goods
within the inn; and shall furthermore have followed the directions which such
innkeeper or his representative may have given them with respect to the care and
vigilance over such goods. No liability shall attach in case of robbery with violence
against or intimidation of persons unless committed by the innkeeper's employees.
Article 103. Subsidiary civil liability of other persons. - The subsidiary liability
established in the next preceding article shall also apply to employers, teachers,
persons, and corporations engaged in any kind of industry for felonies committed by
their servants, pupils, workmen, apprentices, or employees in the discharge of their
duties.
Corporate law Ong vs Ca
EDWARD C. ONG, petitioner, vs. THE COURT OF APPEALS AND THE PEOPLE OFTHE
PHILIPPINES, respondents., G.R. No. 119858. April 29, 2003Case Digest
Facts:
Assistant City Prosecutor Dina P. Teves of the City of Manila charged petitioner and
Benito Ongwith two counts of estafa under separate Informations dated 11 October
1991.In Criminal Case No. 92-101989, the Information indicts petitioner and Benito
Ong of the crimeof estafa committed as follows:That on or about July 23, 1990, in
the City of Manila, Philippines, the said accused, representing ARMAGRI
International Corporation, conspiring and confederating together did then and
therewillfully, unlawfully and feloniously defraud the SOLIDBANK Corporation
represented by its Accountant, DEMETRIO LAZARO, a corporation duly organized
and existing under the laws of the Philippines located at Juan Luna Street, Binondo,
this City, in the following manner, to wit:the said accused received in trust from said
SOLIDBANK Corporation the following, to wit:10,000 bags of urea valued at
P2,050,000.00
specified in a Trust Receipt Agreement andcovered by a Letter of Credit No. DOM GD
90-009 in favor of the Fertiphil Corporation.

In Criminal Case No. 92-101990, the Information likewise charges petitioner of the
crime of estafa committed as follows:That on or about July 6, 1990, in the City of
Manila, Philippines, the said accused, representing ARMAGRI International
Corporation, defraud the SOLIDBANK Corporation represented by its Accountant,
DEMETRIO LAZARO. The said accused received in trust from said
SOLIDBANKCorporation the following goods, to wit: 125 pcs. Rear diff. assy RNZO
49 50 pcs. Front &Rear diff assy. Isuzu Elof, 85 units 1-Beam assy. Isuzu Spz all
valued at P2,532,500.00specified in a Trust Receipt Agreement and covered by a
Domestic Letter of Credit No. DOMGD 90-006 in favor of the Metropole Industrial
Sales with address at P.O. Box AC 219, QuezonCity.
Issue
: WON PETITIONER WAS NECESSARILY THE ONE RESPONSIBLE FOR THEOFFENSE, BY
THE MERE CIRCUMSTANCE THAT PETITIONER ACTED AS AGENT ANDSIGNED FOR
THE ENTRUSTEE CORPORATION.
Held
: Section 13 of the Trust Receipts Law which provides: x x x. If the violation is
committed bya corporation, partnership, association or other juridical entities, the
penalty provided for in thisDecree shall be imposed upon the directors, officers,
employees or other officials or personstherein responsible for the offense, without
prejudice to the civil liabilities arising from theoffense.
We hold that petitioner is a person responsible for violation of the Trust ReceiptsLaw.

Reynaldo Cometa vs Court of Appeals


301 SCRA 459 Business Organization Corporation Law Instance Where a
Corporation is a Real Party Interest
Reynaldo Cometa is the president of State Investment Trust, Inc. (SITI), a lending
firm. Reynaldo Guevara is the president of Honeycomb Builders, Inc. (HBI), a real
estate developer. Guevara is also the chairman of the board of Guevent Industrial
Development Corp., (GIDC).
GIDC took out a loan from SITI and secured the loan by mortgaging some of its
properties to SITI. GIDC defaulted in paying and so SITI foreclosed the mortgaged
assets. GIDC later sued SITI as it alleged that the foreclosure was irregular. While
the case was pending, the parties entered into a compromise agreement where
GIDC accepted HBIs offer to purchase the mortgaged assets. But SITI did not
approve of said proposal.

GIDC then filed a request for clarification with the trial court and the latter directed
SITI to accept the proposal. Meanwhile, HBI filed a request with the HLURB asking
the latter to grant them the right to develop the mortgaged assets. HBI submitted
an affidavit allegedly signed by Cometa. The affidavit purported that Cometa and
SITI is not opposing HBIs petition with the HLURB.
Cometa assailed the affidavit as it was apparently forged as proven by an NBI
investigation. Subsequently, Cometa filed a criminal action for falsification of public
document against Guevara. The prosecutor initially did not file the information as he
finds no cause of action but the then DOJ Secretary (Drilon) directed the fiscal to file
an information against Guevara.

The case was dismissed. In turn, Guevara filed a civil case for malicious prosecution
against Cometa. Guevara, in his complaint, included HBI as a co-plaintiff.
ISSUE: Whether or not HBI is appropriately added as a co-plaintiff.
HELD: Yes. It is true that a criminal case can only be filed against the officers of a
corporation and not against the corporation itself. But it does not follow that the
corporation cannot be a real-party-in-interest for the purpose of bringing a civil
action for malicious prosecution. As pointed out by the trial judge, and as affirmed
by the Court of Appeals, the allegation by Cometa that Guevara has no cause of
action with HBI not being a real party in interest is a matter of defense which can
only be decisively determined in a full blown trial.

Asset Privatization Trust vs Court of Appeals


300 SCRA 579 Business Organization Corporation Law Corporation Generally
Not Entitled To Moral Damages Power To Enter Into Contracts
In 1968, the government undertook to support the financing of Marinduque Mining
and Industrial Corporation (MMIC). The government then issued debenture bonds in
favor of MMIC which enable the latter to take out loans from the Development Bank
of the Philippines (DBP) and the Philippine National Bank (PNB). The loans were
mortgaged by MMICs assets. In 1984 however, MMICs indebtedness reached P13.7
billion and P8.7 billion to DPB and PNB respectively. MMIC had trouble paying and
this exposed the government, because of the debenture bonds, to a P22 billion
obligation.
In order to mitigate MMICs loan liability, a financial restructuring plan (FRP) was
drafted in the presence of MMICs representatives as well as representatives from
DBP and PNB. The two banks however never formally approved the said FRP.
Eventually, the staggering loans became overdue and PNB and DBP chose to

foreclose MMICs assets, FRP no longer feasible at that point. So the assets were
foreclosed and were eventually assigned to the Asset Privatization Trust (APT).
Later, Jesus Cabarrus, Sr., a stockholder of MMIC initiated a derivative suit against
PNB and DBP with APT being impleaded as the successor in interest of the two
banks. The suit basically questioned the foreclosure as Cabarrus asserted that the
foreclosure was invalid because he insisted that the FRP was adopted by PNB and
DBP as a consequence of the presence of the banks representatives when the said
FRP was drafted. Cabarrus asserts that APT should restore the assets to MMIC and
that PNB and DBP should honor the FRP. The suit was filed in the RTC of Makati but
while the case was pending, the parties agreed to submit the case for arbitration.
Hence, Makati RTC dismissed the case upon motion of the parties.
The Arbitration Committee (AC) which heard the case ruled in favor of Cabarrus. The
AC granted Cabarrus prayer and at the same time awarded him P10 million in moral
damages. Not only that, the AC also awarded P2.5 billion in moral damages in favor
of MMIC to be paid by the government. APTs MFR was denied. Cabarrus then filed
before the Makati RTC a motion to confirm the arbitration award. APT opposed the
same as it alleged that the motion is improper. Makati RTC denied APTs opposition
and confirmed the arbitration award. The Court of Appeals affirmed the ruling of the
RTC.
ISSUE: Whether or not the ruling of the Arbitration Committee as affirmed by the
Regional Trial Court of Makati (Branch 62) and the Court of Appeals is correct.
HELD: No.
The award of damages in favor of MMIC is improper. First, it was not made a party to
the case. The derivative suit filed by Cabarrus failed to implead MMIC. So how can
an award for damages be awarded to a non-party? Second, even if MMIC, which is
actually a real party in interest, was impleaded, it is not entitled to moral damages.
It is not yet a well settled jurisprudence that corporations are entitled to moral
damages. While the Supreme Court in some cases did award certain corporations
moral damages for besmirched reputations, such is not applicable in this case
because when the alleged wrongful foreclosure was done, MMIC was already in bad
standing hence it has no good wholesome reputation to protect. So it could not be
said that there was a reputation besmirched by the act of foreclosure. Likewise,
the award of moral damages in favor of Cabarrus is invalid. He cannot have possibly
suffered any moral damages because the alleged wrongful act was committed
against MMIC. It is a basic postulate that a corporation has a personality separate
and distinct from its stockholders. The properties foreclosed belonged to MMIC, not
to its stockholders. Hence, if wrong was committed in the foreclosure, it was done
against the corporation.
The FRP is not valid hence the foreclosure is valid. The mere presence of DBPs and
PNBs representatives during the drafting of FRP is not constitutive of the banks

formal approval of the FRP. The representatives are personalities distinct from PNB
and DBP. PNB and DBP have their own boards and officers who may have different
decisions. The representatives were not shown to have been authorized by the
respective boards of the two banks to enter into any agreement with MMIC.
Further, the proceeding is procedurally infirm. RTC Makati had already dismissed the
civil case when the parties opted for arbitration. Hence, it should have never took
cognizance of the Cabarrus motion to confirm the AC award. The same should
have been brought through a separate action not through a motion because RTC
Makati already lost jurisdiction over the case when it dismissed it to give way for the
arbitration. The arbitration was a not a continuation of the civil case filed in Makati
RTC.