MOBILIA PRODUCTS, INC. v.
UMEZAWA  MPI Board of Directors resolved to file a complaint against Umezawa for 2
(GR 149357 & 149403; March 4, 2005)
PETITIONER: Mobilia Products, Inc. [Intervenor; GR 149357], People of the
Philippines [GR 149403]
RESPONDENT: Hajime Umezawa
TOPIC: Nature of rights under last par.
DOCTRINES:
 The bare fact that the Respondent was the President and general manager of
the petitioner corporation when the crimes charged were allegedly committed
and was then a stockholder thereof does not itself deprive the court a quo of its
exclusive jurisdiction over the crimes charged. The property of the corporation
is not the property of the stockholders or members of its officers who are
stockholders.
 The ownership of that property is in the corporation, and not in the holders of
shares of its stock. The interest of each stockholder consists in the right to a
proportionate part of the profits whenever dividends are declared by the
corporation, during its existence, under its charter, and to a like proportion of
the property remaining, upon the termination or dissolution of the corporation,
after payment of its debts
FACTS:
 MPI manufactures and exports furniture
 MP Jap (MPI’s mother corp) sent Umezawa to the Philippines to head MPI as Pres
& Gen Manager
o To qualify him, he was entrusted with one nominal share of stock
 Jan 1995: Umezawa, his wife, and his sister organized another company
(Astem Phils. Corp = APC)
o He was still Pres, GM, & Board Director of MPI
o He did not notify the Chairman and CEO Susumo Kodaira or the other
board members
o APC was in the same line of business
 Pending formal organization, the APC group wanted to accelerate its market
potentials by participating in the International Furniture Fair 1995 in Singapore
o This required that the furniture exhibits must arrive and be received at
Singapore not later than February 23, 1995
o Pressed for time, Umezawa and co. stole prototype furniture from MPI
for it to be presented as belonging to APC in the fair
o to avoid detection, Umezawa contacted Chua (Dew Foam owner and
supplier of MPI) to load and store several prototypes into Dew Foam
trucks and warehouse
 Feb 8, 1995: First batch of furniture was stolen (sofa models worth P500K)
 Feb 18, 1995: expensive furniture stolen from MPI factory (worth P2.96M).
Umezawa personally supervised the loading, the carting and spiriting away of the
said furniture.
 Feb 19, 1995: 3 seater sofa stolen (worth P225K)
 Mar 1995: Based on orders made, Umezawa caused the manufacture of 89 pieces
of furniture using MPI resources (P17.1M), to the benefit of APC
o But before they could be taken away from MPI, the previous theft was
discovered
counts of qualified theft
o Public prosecutor filed an information for qual. theft against Umezawa
(P3.2M damages)
o RTC issued a writ of preliminary attachment covering Umezawa’s
properties
o Umezawa filed an omnibus motion to quash the information, for the
discharge of the writ of attachment, and to set the case for preliminary
investigation
 Jul 21, 1995: Meanwhile, MPI filed another criminal complaint for qualified theft
against Umezawa and co. for the March 1995 act
 Though the RTC dismissed the omnibus motion, it eventually ordered the
reinvestigation of the case upon Umezawa and the Public Prosecutor’s joint motion
 Sept 25, 1995: Umezawa filed a petition with the SEC for the nullification of the
MPI board resolution
 Jan 3, 1996: Public prosecutor found probable cause for the qualified theft and
estafa against Umezawa, dismissing the case against the other accused and later
filed an information against him
 Apr 25, 1996: Umezawa filed a motion for the suspension of the proceedings
on the ground of the pendency of his petition with the SEC (denied by the
RTC)
 Umezawa eventually pleaded not guilty and then later on filed another motion to
quash the information, positing that the facts alleged did not constitute qualified
theft
o appropriate charge should be estafa and not qualified theft
o no allegation in the Informations as to who was the owner, so there was
no offended party
o MPI board resolution was approved by a mere minority of its members
 Umezawa also filed a Motion to Quash the information re: the charge of estafa
o Information did allege that any demand was made for him to return the
goods.
o owner of the said articles was not specified
o no lawful private complainant
o MPI board resolution was not approved by the majority of the members
o charge for estafa with abuse of confidence was already included in the
charge for qualified theft (alleged that he committed theft with abuse of
confidence); double jeopardy
 Jan 29, 1999: RTC dismissed the cases for lack of jurisdiction
o dispute over the ownership of the properties subject of the charges is
intra-corporate in nature, and was within the exclusive jurisdiction of
the SEC
o Umezawa, as a member of the board and president of MPI, was also a
stockholder thereof
o Umezawa claimed to be the bona fide owner of the properties which he
appropriated for himself, the private complainant disputes the same;
hence, the conflicting claims of the parties should be resolved by the SEC
 MPI moved to reconsider
o conflict was not intra-corporate and is thus within its jurisdiction
o cited Sec 5 of PD 902-A (rules on cases within the SEC’s original and
exclusive jurisdiction)
 o public prosecutor did not affix his conformity to the motion, and
instead opted to appear before the trial court during the hearing of the
same
o During the hearing, the private prosecutor argued that the trial of the case
must be done in the presence of and under the control and supervision of
the public prosecutor
 RTC denied the motion
o SEC has jurisdiction over intra-corporate controversies
o motion was pro forma, since the public prosecutor had not approved the
same
 OSG filed a petition for certiorari & mandamus with the CA (which allowed MPI to
intervene), alleging:
o controversy involving the criminal cases was not between Umezawa
and the other stockholders of MPI, but one between him as the
accused and the People
o Under Sec 20(b), BP 129, the RTC has exclusive jurisdiction over the
cases against Umezawa
o RTC committed grave abuse of its discretion in dismissing the cases
 CA initially granted the petition and nullified the RTC’s orders, but later on, upon
Umezawa’s motion, reversed itself and reinstated the RTC’s decision. Hence these
petitions from MPI and the People.
ISSUES:
1. [[JURISDICTIONAL ISSUE] WON the RTC has jurisdiction over the crimes charged
in the Informations
HELD: Both petitions GRANTED. CA resolution REVERSED and SET ASIDE.
1. RTC has exclusive jurisdiction over the crimes charged. The filing in the SEC for
the nullification of the MPI Board Resolution was NOT a bar to the criminal his
prosecution
 jurisdiction of the court in criminal cases is determined by the allegations of the
complaint or Information and not by the findings based on the evidence of the
court after trial
 Jurisdiction is conferred only by the Constitution or by the law in force at the
time of the filing of the Information or complaint
o Once jurisdiction is vested in the court, it is retained up to the end of
the litigation
o jurisdiction of the court is NOT determined by what may be meted
out to the offender after trial or even by the result of the evidence that
would be presented at the trial, but by the extent of the penalty
which the law imposes for the misdemeanor, crime or violation
charged in the complaint.
o If the facts recited in the complaint and the punishment provided for
by law are sufficient to show that the court in which the complaint is
presented has jurisdiction, that court must assume jurisdiction
 based on the material allegations of the Informations in the 3 cases, the court a
quo had exclusive jurisdiction over the crimes charged
o The bare fact that the Umezawa was the president and GM of MPI
when the crimes charged were allegedly committed and was then a
stockholder thereof does NOT in itself deprive the court a quo of its
exclusive jurisdiction over the crimes charged.
 The property of the corporation is not the property of
the stockholders or members or of its officers who are
stockholders
 Properties registered in the name of the corporation are
owned by it as an entity separate and distinct from its
members
o SHARES OF STOCK constitute personal property, BUT they do NOT
represent property of the corporation
 only typifies an aliquot part of the corporation’s property, or
the right to share in its proceeds when distributed according
to law and equity, but its holder is NOT the owner of any part
of the capital of the corporation
 he is NOT entitled to the possession of any definite portion
of its property
 stockholder is NOT a co-owner or tenant in common of the
property
 Sec. 5 of PD 902-A mandates that cases involving fraudulent actions and
devices which are detrimental to the interest of stockholders, members or
associates and directors of the corporation are within the original and exclusive
jurisdiction of the SEC
o Taken in conjunction with Sec. 6, the fraudulent acts/schemes which
the SEC shall exclusively investigate and prosecute are those in
violation of any law or rules and regulations administered and
enforced by the Commission alone
o investigative and prosecutorial powers of the SEC are further
without prejudice to any liability for violation of any provision
of The Revised Penal Code
 the filing of the civil/intra-corporate case before the SEC does NOT
preclude the simultaneous and concomitant filing of a criminal action
before the regular courts
o fraudulent act may give rise to liability for violation of the SEC rules &
regulations
o as well as criminal liability for violation of the RPC cognizable by the
regular courts
 Thus, the filing of a petition in the SEC for the nullification of the MPI Board
Resolution was NOT a bar to his prosecution for estafa and qualified theft for
his alleged fraudulent and delictual acts
 relationship of the party-litigants with each other or Umezawa’s position as a
corporate officer in MPI during the commission of the crime is merely incidental
& holds no bearing on jurisdiction
o What is essential is that the fraudulent acts are likewise of a
criminal nature and hence cognizable by the regular courts
o dispute involving the corporation and its stockholders is not
necessarily an intra-corporate dispute cognizable only by the SEC.
Nor does it ipso facto negate the jurisdiction of the RTC over the
subject cases
o not every conflict between a corporation and its stockholders involves
corporate matters that only the SEC can resolve