FIRST DIVISION
VINCENT E. OMICTIN, G.R. No.148004
Petitioner,
Present:
PUNO,
C.J., Chairperson,
-
versus - SANDOVAL-GUTIERREZ,
AZCUNA,
and
GARCIA, JJ.
HON. COURT OF APPEALS
(Special Twelfth Division) and
GEORGE I. LAGOS,
Respondents. Promulgated:
January
22, 2007
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DECISION
AZCUNA,
J.:
This is a petition for certiorari[1]
with prayer for a writ of preliminary injunction seeking the nullification of
the decision rendered by the Court of Appeals (CA) on June 30, 2000, and its resolution,
dated March 5, 2001 in CA-G.R. SP No. 55834 entitled “George I. Lagos v. Hon.
Reinato G. Quilala, Presiding Judge of RTC, Br. 57, Makati, Hon. Elizabeth Tayo
Chua, Asst. City Prosecutor, Makati City, and Vincent E. Omictin.”
In its assailed decision, the CA declared the existence of a
prejudicial question and ordered the suspension of the criminal proceedings initiated
by petitioner Vincent E. Omictin on behalf of Saag Phils., Inc. against private
respondent George I. Lagos, in view of a pending case before the Securities and
Exchange Commission (SEC) filed by the latter against the former, Saag Pte. (S)
Ltd., Nicholas Ng, Janifer Yeo and Alex Y. Tan.
The
facts are as follows:
Petitioner Vincent E. Omictin, Operations
Manager Ad Interim of Saag Phils.,
Inc., filed a complaint for two counts
of estafa with the Office of the City Prosecutor of Makati against private
respondent George I. Lagos. He alleged that private respondent, despite repeated
demands, refused to return the two company vehicles entrusted to him when he
was still the president of Saag Phils., Inc..
On
On
a)
In an order, dated
b)
Immediately before the issuance of the above-mentioned
order, the presiding judge and Atty. Alex Y. Tan, SAAG Philippines, Inc.’s Ad
Interim President, were seen together.[2]
On
It
appears that on January 7, 1999, private respondent filed SEC Case No.
01-99-6185 for the declaration of nullity of the respective appointments of Alex
Y. Tan and petitioner as President Ad Interim and Operations Manager Ad Interim
of Saag Phils., Inc., declaration of dividends, recovery of share in the
profits, involuntary dissolution and the appointment of a receiver, recovery of
damages and an application for a temporary restraining order (TRO) and
injunction against Saag (S) Pte. Ltd., Nicholas Ng, Janifer Yeo, Tan and petitioner.
[3]
In
the action before the SEC, private respondent averred that Saag (S) Pte. Ltd.
is a foreign corporation organized and existing under the laws of
On
Later, due to intra-corporate disputes, Gan
and Thiang resigned and divested their shares in Saag Corporation (Bhd), thereby
resulting in a change in the controlling interest in Saag (S) Pte. Ltd.
Barely
three months after, or on
Ng
and Yeo failed to appear, however, in the scheduled board meetings. Instead, on
Citing
as a reason the absence of a board resolution authorizing the continued operations
of Saag Phils., Inc., private respondent retained his possession of the office
equipment of the company in a fiduciary capacity as director of the corporation
pending its dissolution and/or the resolution of the intra-corporate dispute. He
likewise changed the locks of the offices of the company allegedly to prevent
Tan and petitioner from seizing company property.
Private
respondent stressed that Tan’s appointment was invalid because it was in
derogation of the company by-laws requiring that the president must be chosen
from among the directors, and elected by the affirmative vote of a majority of
all the members of the board of directors.[5] As
Tan’s appointment did not have the acquiescence of the board of directors, petitioner’s
appointment by the former is likewise allegedly invalid. Thus, neither has the
power or the authority to represent or act for Saag Phils., Inc. in any
transaction or action before the SEC or any court of justice.
The trial court, in an order dated
His motion for reconsideration having
been denied by the trial court in its order issued on
On
In
a case for estafa, a valid demand made by an offended party is one of the
essential elements. It appears from the records that the delay of delivery of
the motor vehicles by petitioner to Saag Corporation is by reason of
petitioner’s contention that the demand made by Omictin and Atty. Tan to him to
return the subject vehicles is not a valid demand. As earlier mentioned,
petitioner filed a case with the SEC questioning therein private respondents’
appointment.
If the SEC should rule that the
dissolution of Saag Phils. is proper, or that the appointments of private
respondents are invalid, the criminal case will eventually be dismissed due to
the absence of one of the essential elements of the crime of estafa.
Based on the foregoing, it is clear
that a prejudicial question exists which calls for the suspension of the
criminal proceedings before the lower court.
WHEREFORE, in view of the foregoing,
the assailed Order of
SO ORDERED.[7]
Incidentally,
on
Meanwhile,
on
Considering
that the petition for review on certiorari of the 30 June 2000 decision of this
Court, filed by the Office of the Solicitor General before the Supreme Court
has already TERMINATED on November 20, 2000 and a corresponding entry of
judgment has already been issued by the High Court, that the same is final and
executory, the private respondent’s motion for reconsideration of the decision
30 June 2000 before this Court is NOTED for being moot and academic.
SO ORDERED.[12]
Hence, this petition raises the
following issues:
I
RESPONDENT COURT OF APPEALS
COMMITTED GRAVE ABUSE OF DISCRETION AMOUNTING TO LACK OF JURISDICTION -
A) WHEN IT DECREED THAT A PREJUDICIAL
QUESTION EXISTS IN THE SEC CASE FILED BY PRIVATE RESPONDENT AGAINST SAAG (S)
PTE. LTD., A FOREIGN CORPORATION, ALTHOUGH THE PRIVATE COMPLAINANT IN THE
CRIMINAL CASE FOR ESTAFA (WHERE PRIVATE RESPONDENT IS THE ACCUSED THEREIN) IS
ACTUALLY SAAG PHILIPPINES, INC. A DOMESTIC CORPORATION WITH A SEPARATE
JURIDICAL PERSONALITY OF ITS OWN AND WHICH IS NOT EVEN A PARTY IN THE SEC CASE;
AND,
B) WHEN IT ORDERED THE SUSPENSION OF THE
PROCEEDINGS IN CRIMINAL CASE NO. 99-633 AGAINST PRIVATE RESPONDENT.
II
THIS PETITION FOR CERTIORARI IS THE
ONLY PLAIN, SPEEDY AND ADEQUATE REMEDY IN THE PREMISES.
In support of the above, petitioner
argues, as follows:
1. The
action before the SEC and the criminal case before the trial court do not
involve any prejudicial question.[13] SEC
Case No. 01-99-6185 mainly involves the dissolution of Saag (S) Pte. Ltd., the
appointment of a receiver, the distribution of profits, and the authority of
petitioner and Tan to represent Saag Phils., Inc. The entity which is being sued is Saag (S)
Pte. Ltd., a foreign corporation over which the SEC has yet to acquire
jurisdiction. Hence, any decision that may be rendered in the SEC case will
neither be determinative of the innocence or guilt of the accused nor bind Saag
Phils., Inc. because the same was not made a party to the action even if the
former is its holding corporation;
2.
Saag
Phils., Inc. has a separate corporate existence and is to be treated as a
separate entity from its holding or parent company, Saag (S) Pte. Ltd. The mere
fact that one or more corporations are owned or controlled by the same or
single stockholder is not a sufficient ground for disregarding separate
corporate personalities;
3.
Private
respondent’s petition with the SEC seeks affirmative relief against Saag (S)
Pte. Ltd. for the enforcement or application of the alleged terms of the joint
venture agreement (JVA) that he purportedly entered into with the foreign
corporation while he was still its Area Sales Manager in the
4. There is no pending civil or
administrative case in SEC against Saag Phils., Inc. that warrants the application
of a prejudicial question and the consequent suspension of the criminal action
it has instituted against private respondent. If any, the action before the SEC
was merely a ploy to delay the resolution of the criminal case and eventually
frustrate the outcome of the estafa case.
In
sum, the main issue is whether or not a prejudicial question exists to warrant
the suspension of the criminal proceedings pending the resolution of the
intra-corporate controversy that was originally filed with the SEC.
A
prejudicial question is defined as that which arises in a case, the resolution
of which is a logical antecedent of the issue involved therein and the
cognizance of which pertains to another tribunal.[14]
Here, the case which was lodged originally before the SEC and which is now
pending before the RTC of Mandaluyong City by virtue of Republic Act No. 8799
involves facts that are intimately related to those upon which the criminal
prosecution is based.
Ultimately, the resolution of the issues
raised in the intra-corporate dispute will determine the guilt or innocence of
private respondent in the crime of estafa filed against him by petitioner
before the RTC of Makati. As correctly stated by the CA, one of the elements of
the crime of estafa with abuse of confidence under Article 315, par. 1(b) of
the Revised Penal Code is a demand made by the offended party to the offender:
The elements of estafa with abuse of confidence under
subdivision No. 1, par. (b) of Art. 315 are as follows:
1. That money, goods, or other personal
property be received by the offender in trust, or on commission, or for
administration, or under any other obligation involving the duty to make
delivery of, or to return the same;
2. That there be misrepresentation or
conversion of such money or property by the offender, or denial on his part of
such receipt;
3. That such misappropriation or conversion
or denial is to the prejudice of another; and
4. That
there is a demand made by the offended party to the offender.[15]
Logically, under the circumstances, since
the alleged offended party is Saag Phils., Inc., the validity of the demand for
the delivery of the subject vehicles rests upon the authority of the person
making such a demand on the company’s behalf. Private respondent is challenging
petitioner’s authority to act for Saag Phils., Inc. in the corporate case
pending before the RTC of Mandaluyong, Branch 214. Taken in this light, if the
supposed authority of petitioner is found to be defective, it is as if no
demand was ever made, hence, the prosecution for estafa cannot prosper. Moreover,
the mere failure to return the thing received for safekeeping or on commission,
or for administration, or under any other obligation involving the duty to
deliver or to return the same or deliver the value thereof to the owner could
only give rise to a civil action and does not constitute the crime of estafa.
This is because the crime is committed by misappropriating or converting money
or goods received by the offender under a lawful transaction. As stated in the
case of United States v. Bleibel:[16]
The crime of estafa is not committed by the failure to return the things received for sale on commission, or to deliver their value, but, as this class of crime is defined by law, by misappropriating or converting the money or goods received on commission. Delay in the fulfillment of a commission or in the delivery of the sum on such account received only involves civil liability. So long as the money that a person is under obligation to deliver is not demanded of him, and he fails to deliver it for having wrongfully disposed of it, there is no estafa, whatever be the cause of the debt.
Likewise, by analogy, the doctrine of
primary jurisdiction may be applied in this case. The issues raised by
petitioner particularly the status of Saag Phils., Inc. vis-ŕ-vis Saag (S) Pte. Ltd., as well as the question regarding the
supposed authority of the latter to make a demand on behalf of the company, are
proper subjects for the determination of the tribunal hearing the
intra-corporate case which in this case is the RTC of Mandaluyong, Branch 214.
These issues would have been referred to the expertise of the SEC in accordance
with the doctrine of primary jurisdiction had the case not been transferred to
the RTC of Mandaluyong.
Strictly speaking, the objective of the
doctrine of primary jurisdiction is to guide a court in determining whether it
should refrain from exercising its jurisdiction until after an administrative
agency has determined some question or some aspect of some question arising in
the proceeding before the court.[17]
The court cannot or will not determine a controversy involving a question which
is within the jurisdiction of the administrative tribunal prior to resolving
the same, where the question demands the exercise of sound administrative
discretion requiring special knowledge, experience and services in determining
technical and intricate matters of fact.[18]
While the above doctrine refers
specifically to an administrative tribunal, the Court believes that the
circumstances in the instant case do not proscribe the application of the
doctrine, as the role of an administrative tribunal such as the SEC in
determining technical and intricate matters of special competence has been
taken on by specially designated RTCs by virtue of Republic Act No. 8799.[19] Hence,
the RTC of Mandaluyong where the intra-corporate case is pending has the primary
jurisdiction to determine the issues under contention relating to the status of
the domestic corporation, Saag Phils., Inc., vis-ŕ-vis Saag Pte. Ltd.; and the authority of petitioner to act on
behalf of the domestic corporation, the determination of which will have a
direct bearing on the criminal case. The
law recognizes that, in place of the SEC, the regular courts now have the legal
competence to decide intra-corporate disputes.[20]
In view of the foregoing, the Court finds
no substantial basis in petitioner’s contention that the CA committed grave
abuse of discretion amounting to lack or excess of jurisdiction. Absent a
showing of a despotic, whimsical and arbitrary exercise of power by the CA, the
petition must fail.
WHEREFORE,
the petition is DISMISSED. The decision
and resolution of the Court of Appeals in CA-G.R. SP No. 55834, dated
No costs.
SO
ORDERED.
ADOLFO S. AZCUNA
Associate Justice
WE
CONCUR:
REYNATO S. PUNO
Chief Justice
ANGELINA SANDOVAL-GUTIERREZ RENATO C. CORONA
Associate Justice
Associate Justice
CANCIO C. GARCIA
Associate Justice
CERTIFICATION
Pursuant to Section 13, Article VIII of the
Constitution, it is hereby certified that the conclusions in the above Decision
had been reached in consultation before the case was assigned to the writer of
the opinion of the Court’s Division.
REYNATO S. PUNO
Chief Justice
[1] Under Rule 65 of the Rules of Court.
[2] Rollo, p. 42.
[3]
[4]
[5]
[6] Under Rule 65 of the Rules of Court.
[7]
[8] Now docketed as SEC Case No. MC-01-024.
[9] “Resolution Designating Certain
Branches of Regional Trial Courts to Try and Decide Cases Formerly Cognizable
by the Securities and Exchange Commission,” promulgated
on
[10] Amended Section 5 of Presidential Decree No. 902-A which granted extensive powers to the Securities and Exchange Commission (SEC), a quasi-judicial body charged with the enforcement of all laws affecting corporations.
[11] SECTION 1. Cases covered. – These Rules shall govern the procedure to be observed in civil cases involving the following:
(1) Devices or schemes employed by, or any act of, the board of directors, business associates, officers or partners, amounting to fraud or misrepresentation which may be detrimental to the interest of the public and/or of the stockholders, partners or members of any corporation, partnership, or association;
(2) Controversies arising out of intra-corporate, partnership, or association relations, between and among stockholders, members, or associates; and between, any or all of them and the corporation, partnership, or association of which they are stockholders, members, or associates, respectively;
(3) Controversies in the election or appointment of directors, trustees, officers or managers of corporations, partnerships, or associations;
(4) Derivative suits; and
(5)
Inspection of corporate books (Interim Rules of
Procedure for Intra-Corporate Controversies, effective
[12] Rollo, p. 50.
[13] Section 7, Rule 111 of the Rules of Court provides the elements of a prejudicial question, which are: a) the previously instituted civil action involves an issue similar or intimately related to the issue raised in the subsequent criminal action; and b) the resolution of such issue determines whether or not the criminal action may proceed.
[14] People v. Consing, Jr., 443 Phil. 454 (2003).
[15] Pangilinan v. Court of Appeals,
G.R. No. 117363,
[16] 34 Phil. 227 (1916).
[17] Quintos,
Jr. v. National Stud Farm, No. L-37052,
[18] Pambujan Sur United Mine Workers v. Samar Mining Co., Inc., 94 Phil. 932 (1954).
[19] Section 9 of the Interim Rules of Procedure Governing Intra-Corporate Controversies states: “All cases filed under these Rules shall be tried by judges designated by the Supreme court to hear and decide cases transferred from the Securities and Exchange Commission to the Regional Trial Courts and filed directly with said courts pursuant to Republic Act No. 8799, otherwise known as the Securities and Regulation Code.”
[20] Fabia
v. Court of Appeals, G.R. No. 132684,