YUJUICO VS QUIAMBAO

GR No. 180416
June 2, 2014
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. Quiambao refused and caused the removal of the corporate records of
STRADEC from the company’s principal office. Blando likewise demanded Pilapil, the previous
corporate secretary, for the turnover of the stock and transfer book of STRADEC. Pilapil refused.
Thus, the petitioners filed a complaint against respondents 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 maintained against
corporate officers or any other persons acting on behalf of such corporation. Violations of
the 2nd and 4th paragraphs of Sec. 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.