G.R. No. 211108 - Roque vs. People

On November 17, 1993, Barangay Mulawin Tricycle Operators and Drivers Association, Inc. (BMTODA) became a corporation duly registered with the Securities and Exchange Commission (SEC).
In August 2003, a member, Oscar Ongjoco, discovered that funds of BMTODA were missing and subsequently sought to exercise his right to examine its records pursuant to Section 74 of the Corporation Code of the Philippines.
Ongjoco’s demand for copies of documents, which included the list of members along with franchise numbers and fees, was made in writing through his letters dated December 13, 2003 and August 29, 2004.
Despite his lawful request, the Secretary of BMTODA, Rosalyn Singson, and the President, Alejandro D.C. Roque, refused to furnish the requested documents.

Ongjoco filed an Affidavit-Complaint against Roque and Singson alleging violations of Section 74 (right to examine corporate records) in relation to Section 144 (penalties for such violation) of the Corporation Code.
The complaint contended that by refusing to provide the documents, both officers failed in their duty to allow a member access to the corporation’s records, thereby incurring liability for damages and potential criminal penalties.

The Office of the City Prosecutor of San Jose Del Monte, Bulacan, found probable cause and an Information was filed charging Roque and Singson with willfully and unlawfully refusing to allow an examination of the corporate records.
After the prosecution rested its case, Roque and Singson filed a Motion for Leave of Court to File Demurrer to Evidence, effectively challenging the sufficiency of the evidence against them.
The Regional Trial Court (RTC), Branch 11, Malolos City, Bulacan, granted the motion on November 12, 2008, dismissing the case on the ground that BMTODA failed to prove its existence as a corporation, which undercut the applicability of the Corporation Code’s provisions against its officers.

On appeal, the CA reversed the RTC’s Order by affirming that BMTODA is indeed a duly registered corporation.
The CA based its ruling on documentary evidence, including a Petition to Lift Order of Revocation and the SEC Order Lifting the Revocation, which indicated that BMTODA had regained its active status before the relevant request was ultimately processed.
The appellate court remanded the case to the lower court for the presentation of defense evidence.

Roque, through his counsel, filed a Petition for Review on Certiorari under Rule 45 assailing the CA decision which annulled and set aside the RTC’s dismissal order.
In his petition, Roque contended that there was insufficient evidence to prove that BMTODA was a duly registered corporation and that, therefore, he could not be prosecuted under the criminal provisions of the Corporation Code.
The petition brought into focus the legal requirement that to validate any penalty under Section 74 coupled with Section 144, a prior written demand must be made and then met with an unlawful refusal by the corporation’s officer or agent.

Whether BMTODA was a duly registered and existing corporation at the time the request to examine its records was made and received.

The issue scrutinizes the status of BMTODA, particularly considering its registration had been revoked temporarily and later reinstated.

Whether the refusal by Roque and Singson to furnish documents requested by member Ongjoco constitutes a violation of Section 74 (and the accompanying penalties under Section 144) of the Corporation Code.

This issue examines if their denial of access to corporate records, as demanded in writing, legally amounts to neglecting their statutory obligation.

Whether the prior revocation and subsequent lifting of BMTODA’s registration affect the applicability of the Corporation Code’s provisions against its officers.

This issue addresses if the temporary revocation of registration can be used as a defense by the officers to negate or diminish their liability.