G.R. No. 113032 - Western Institute of Technology, Inc. vs. Salas

On May 24, 1986, notice was served for a Special Board meeting of Western Institute of Technology, Inc. (WIT) on June 1, 1986, including as Item No. 6 “Possible implementation of Art. III, Sec. 6 of the Amended By-Laws … on compensation of all officers.”
At the June 1, 1986 meeting, the Board unanimously adopted Resolution No. 48, s. 1986 granting retroactive compensation effective June 1, 1985, as follows: Chairman – P9,000/month; Vice-Chairman, Treasurer, Secretary – P3,500/month each; plus 10% of net profits equally to ten trustees.

On March 13, 1991, minority stockholders (petitioners) filed an affidavit-complaint with the Iloilo City Prosecutor alleging:

Falsification of a public document (Article 171, RPC) – WIT’s 1985–1986 income statement submitted to the SEC misdated Resolution No. 48 as March 30, 1986 instead of June 1, 1986.
Estafa (Article 315(1)(b), RPC) – respondents knew they lacked authority to disburse retroactive salaries totaling P186,470.70 plus subsequent monthly payments, to the prejudice of the corporation and its stockholders.

Informations were filed November 22, 1991 in RTC Branch 33, Iloilo City as Criminal Cases Nos. 37097 (falsification) and 37098 (estafa).
After consolidation and trial, RTC Judge Parian acquitted respondents on September 6, 1993, and denied petitioners’ motion for reconsideration of the civil aspect on November 23, 1993.
Petitioners then filed a petition for certiorari with the Supreme Court seeking civil liability; WIT intervened, disowned the petition, and the SC granted intervention January 16, 1995.

Whether the grant of retroactive compensation under Resolution No. 48 violated Section 30 of the Corporation Code.
Whether petitioners’ SC petition may be treated as a derivative suit by minority shareholders.
Whether respondents’ acquittal in the criminal cases bars any civil liability for return of disbursed funds.