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    Yujuico vs. Quiambao G.R. No. 180416, June 2, 2014 Perez, J.

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    Jane Ericka Joy Mayo
    Yujuico replaced Quiambao as president and chairman of STRADEC. However, Quiambao refused to turn over STRADEC's corporate records. Blando also demanded the stock and transfer book from the outgoing corporate secretary Pilapil, but Pilapil refused as well. Yujuico and Blando filed a complaint against Quiambao and Pilapil alleging violation of the Corporation Code. The Supreme Court ruled that Quiambao and Pilapil could not be held criminally liable under the Corporation Code because they were no longer acting on behalf of STRADEC as outgoing officers. The case was one of STRADEC seeking to recover possession of its records, not a stockholder's right to inspect

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    Yujuico vs. Quiambao G.R. No. 180416, June 2, 2014 Perez, J.

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    Jane Ericka Joy Mayo
    63 views1 page
    Yujuico replaced Quiambao as president and chairman of STRADEC. However, Quiambao refused to turn over STRADEC's corporate records. Blando also demanded the stock and transfer book from the outgoing corporate secretary Pilapil, but Pilapil refused as well. Yujuico and Blando filed a complaint against Quiambao and Pilapil alleging violation of the Corporation Code. The Supreme Court ruled that Quiambao and Pilapil could not be held criminally liable under the Corporation Code because they were no longer acting on behalf of STRADEC as outgoing officers. The case was one of STRADEC seeking to recover possession of its records, not a stockholder's right to inspect

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    Yujuico replaced Quiambao as president and chairman of STRADEC. However, Quiambao refused to turn over STRADEC's corporate records. Blando also demanded the stock and transfer book from the outgoing corporate secretary Pilapil, but Pilapil refused as well. Yujuico and Blando filed a complaint against Quiambao and Pilapil alleging violation of the Corporation Code. The Supreme Court ruled that Quiambao and Pilapil could not be held criminally liable under the Corporation Code because they were no longer acting on behalf of STRADEC as outgoing officers. The case was one of STRADEC seeking to recover possession of its records, not a stockholder's right to inspect

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    63 views1 page

    Yujuico vs. Quiambao G.R. No. 180416, June 2, 2014 Perez, J.

    Uploaded by

    Jane Ericka Joy Mayo
    Yujuico replaced Quiambao as president and chairman of STRADEC. However, Quiambao refused to turn over STRADEC's corporate records. Blando also demanded the stock and transfer book from the outgoing corporate secretary Pilapil, but Pilapil refused as well. Yujuico and Blando filed a complaint against Quiambao and Pilapil alleging violation of the Corporation Code. The Supreme Court ruled that Quiambao and Pilapil could not be held criminally liable under the Corporation Code because they were no longer acting on behalf of STRADEC as outgoing officers. The case was one of STRADEC seeking to recover possession of its records, not a stockholder's right to inspect

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
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    YUJUICO vs.

    QUIAMBAO
    G.R. No. 180416, June 2, 2014
    PEREZ, J.:

    FACTS:
    During the annual stockholder’s meeting of STRADEC, petitioner Yujuico was elected as president
    and chairman of the company. Yujuico replaced Quiambao, the respondent. STRADEC appointed
    Sumbilla as Treasurer and Blando as Corporate Secretary. During the stockholders’ meeting,
    Yujuico demanded Quiambao for the turnover of the corporate records of the company, particularly
    the accounting files, ledgers, journals and other records of the corporation’s business but the latter
    refused and caused the removal of the corporate records of STRADEC from the company’s offices
    in Pasig City. Upon his appointment as a corporate secretary, Blando likewise demanded Pilapil, the
    outgoing corporate secretary, for the turnover of the stock and transfer book of STRADEC but the
    latter also refused. Instead, Pilapil proposed to Blando to have the stock and transfer book deposited
    in a safety deposit box with Equitable PCI Bank. Thus, the petitioners filed a complaint against
    respondents as they may be held liable for the violation of Section 74 in relation to Section 144 of
    the Corporation Code.

    ISSUE:
    Whether the respondents can be held liable under Section 74 in relation to Section 144 of the
    Corporation Code.

    RULING:
    No. 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 2nd and 4th
    paragraphs of Section 74 of the Corporation Code can only be declared against corporate officers or
    any other persons acting on behalf of such corporation.

    It is clear then that a criminal action based on the violation of the second or fourth paragraphs of
    Section 74 can only be maintained against corporate officers or such other persons that are acting
    on behalf of the corporation. Violations of the second and fourth paragraphs of Section 74
    contemplates a situation wherein a corporation, acting thru one of its officers or agents, denies the
    right of any of its stockholders to inspect the records, minutes and the stock and transfer book of
    such corporation.

    The petitioner’s complaint failed to establish that respondents were acting on behalf of STRADEC.
    Instead, it was revealed that respondents are merely outgoing officers of STRADEC who, for some
    reason, withheld and refused to turn-over the company records of STRADEC, and that STRADEC is
    actually merely trying to recover custody of the withheld records.

    Thus, petitioners are not actually invoking their right to inspect the records and the stock and transfer
    book of STRADEC under Sec. 74. What they seek to enforce is the proprietary right of STRADEC to
    be in possession of such records and book. Such right, though certainly legally enforceable by other
    means, cannot be enforced by a criminal prosecution based on a violation of the 2nd and 4th
    paragraphs of Sec. 74. Therefore, the criminal case is dismissed for lack of probable cause.

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