G.R. No. 250618 - Dedicatoria vs. Dedicatoria

MARIA AURORA G. MATHAY, ISMAEL G. MATHAY III, MARIA SONYA M. RODRIGUEZ, AND RAMON G. MATHAY, Petitioners in the instant Rule 45 Petition.
PEOPLE OF THE PHILIPPINES and ANDREA L. GANDIONCO, Respondents; private respondent also referred to as complainant in the criminal action.
Case caption appears as MARIA AURORA G. MATHAY, ISMAEL G. MATHAY III, MARIA SONYA M. RODRIGUEZ, AND RAMON G. MATHAY, Petitioners, vs. PEOPLE OF THE PHILIPPINES AND ANDREA L. GANDIONCO, Respondents.

On March 6, 1980, Sonya Gandionco Mathay organized Goldenrod, Inc.; during her lifetime she managed and operated the corporation.
At the time of Sonya's death on November 22, 2012, Goldenrod, Inc.'s General Information Sheet (GIS) dated April 4, 2012, signed by corporate secretary Aida Palarca, reflected Sonya as the subscriber of 30,000 shares, or 60% of outstanding shares.
The April 4, 2012 GIS showed the other shareholders and respective holdings: SONYA MATHAY 30,000 (60%); MARIA SONYA M. RODRIGUEZ 5,000 (10%); ISMAEL G. MATHAY III 5,000 (10%); RAMON ISMAEL G. MATHAY 5,000 (10%); MARIA AURORA G. MATHAY 5,000 (10%).

On December 7, 2012, an amended GIS was filed with the SEC, signed and attested by Aida, reflecting Sonya's shares reduced from 30,000 to 4,000 (8%) and showing ANDREA L. GANDIONCO with 26,000 shares (52%).
The amendment was prompted by a Declaration and Share Purchase Agreement (SPA) presented by private respondent to Aida.
The Declaration, dated December 24, 2011 and executed by Sonya, purportedly acknowledged private respondent as the real owner of the 60% shares Sonya held on record; Sonya allegedly returned 52% of said shares to private respondent through the SPA and donated the remaining 8% to petitioners while retaining custodianship pending distribution.

On February 5 and February 11, 2013, petitioners filed two GISs for 2013 signed and attested by Ramon as corporate secretary, each showing Sonya's shares restored to 30,000 (60%) and omitting private respondent's name.
On February 11, 2013, Goldenrod, Inc. executed a Deed of Absolute Sale of real property covered by TCT No. T-92106 in favor of YIC Group of Companies, Inc., for PHP 8.1 million.

On February 18, 2013, ANDREA L. GANDIONCO filed a civil complaint for Injunction with Prayer for TRO and Writ of Preliminary Mandatory Injunction and Mandamus before Quezon City RTC, Branch 93, docketed Civil Case No. Q-13-289, praying among others for return of 26,000 shares, calling of special stockholders' meeting, restraint on petitioners' management powers, accounting, and inventory.
On April 23, 2013, ISMAEL G. MATHAY III filed a complaint before Quezon City RTC, Branch 91, docketed Civil Case No. Q-13-73089, seeking declaration of nullity of the SPA on the ground of lack of his written consent pursuant to Article 124 of the Family Code.
The record later showed a trial court Resolution reconsidering a prior dismissal in Civil Case No. Q-13-73089, indicating that the case remained pending.

On March 26, 2014, private respondent filed a complaint against petitioners for Qualified Theft through Falsification of Public Documents by a Private Individual.
On May 14, 2014, an Information was filed in RTC of Pasig City, Branch 265 (Criminal Case No. 153895-PSG), charging petitioners with conspiring to falsify two General Information Sheets (public documents), removing private respondent's name and enabling the sale of corporate property, causing private respondent damage of PHP 4,212,000 corresponding to her 52% shares.
The Information alleged elements of conspiracy, grave abuse of confidence, intent to gain, falsification of public documents, and deprivation of private respondent's share in proceeds of sale.

Petitioners filed an Omnibus Motion for: judicial determination of probable cause; annulment of the prosecutor's Resolution dated May 8, 2014; quashal of the Information; and suspension of issuance of warrants pending final resolution.
Petitioners also filed a Motion to Suspend Proceedings on the ground of a prejudicial question due to a pending civil case.

The RTC denied petitioners' motions and ordered issuance of corresponding warrants of arrest.
The RTC found prima facie probable cause based on the Information, the affidavit-complaint, and prosecution documents, concluding the eleme...(Subscriber-Only)

Whether there exists a prejudicial question in a previously instituted civil action that warrants suspension of the criminal proceedings against petitioners under Sections 6 and 7 of Rule 111, Rules of Court.

Whether the RTC acted with grave abuse of discretion in denying the Omnibus Motion and in ordering the issuance of warrants of arrest without bail.
Whether the Information is defective or the facts as charged fail to constitute an offense.
Whether the existence of pending civil cases (Civil Case Nos. Q-13-289 and Q-13-73089) is determinative of the criminal prosecution.
Whether the rule in Miranda v. People, G.R. No. 176298, January 25, 2012, precludes...(Subscriber-Only)