ALFREDO L. CHUA, TOMAS L. CHUA AND MERCEDES P. DIAZ v.

PEOPLE  Upon petitioners’ filing of MR, the mother of deceased Joselyn filed an Affidavit
G.R. No. 216146, August 24, 2016, REYES of Desistance
o Considering that Alfredo and Tomas are both uncles of Joselyn 
 Joselyn Chua was a stockholder of Chua Tee Corporation of Manila mother condoned criminal wrongdoings
o Alfredo Chua was the president and chairman of the board o Filing of the criminal case was merely the result of serious
o Tomas Chua was the corporate secretary and also a member of the misunderstanding anent the management and operation of CTCM
board which had long ceased to exist as a corporate entity even prior to the
o Mercedes Diaz was the accountant/bookkeeper tasked with the alleged commission of the crime in question, rather than by reason of
physical custody of the corporate records. any criminal intent 
 Joselyn invoked her right as a stockholder pursuant to Section 74 of the  CA denied MR
Corporation Code to inspect the records of the books of the business  Before the SC, petitioners argued:
transactions of the corporation, the minutes of the meetings of the board of o when Joselyn was cross-examined, she admitted that the petitioners
directors and stockholders, as well as the financial statements had allowed her to see the records. However, since she had
o she was denied such right to inspect designated her accountant to conduct the inspection, she was not able
 in a Complaint-Affidavit filed before the prosecutor, Joselyn alleged that despite to physically view the records. Hence, she had no personal knowledge
written demands, the petitioners conspired in refusing without valid cause the as to whether or not the inspection of the specific records she
exercise of her right to inspect Chua Tee Corporation of Manila's (CTCM) requested was allowed or denied
business transactions records, financial statements and minutes of the meetings o the accountant hired by Joselyn stated during the trial that the letters
of both the board of directors and stockholders demanding for inspection of the records were addressed to CTCM and
 petitioners denied liability. not to the petitioners.
o the custody of the records sought to be inspected by Joselyn did not o The Affidavit of Desistance proves the frivolous nature of Joselyn's
pertain to them. complaint and the unjustness of the petitioners' conviction
o the physical records were merely kept inside the cabinets in the  In its Comment, the OSG points out that under Section 122 of the Corporation
corporate office Code, a corporate entity, "whose charter expires by its own limitation" shall
o they did not prevent Joselyn from inspecting the records. Mercedes continue as "a body corporate for three (3) years after the time when it would
was just severely occupied with winding up the affairs of CTCM after it have been so dissolved, for the purpose of prosecuting and defending suits by
ceased operations or against it and enabling it to settle and close its affairs." (…, culminating in the
 Information indicting the petitioners for alleged violation of Section 74, in relation disposition and distribution of its remaining assets.)
to Section 144, of the Corporation Code was filed before the MeTC  o CTCM continued as a body corporate until May 2002.
 Petitioners filed MTQ, arguing that CTCM had ceased to exist as a corporate o  the board of directors is not rendered functus officio by reason of the
entity since 1999. When the acts complained of by Joselyn were allegedly corporation's dissolution.  Liabilities incurred by officers shall not be
committed in  2000, the petitioners cannot be considered anymore as removed or impaired by the subsequent dissolution of the corporation.
responsible officers of CTCM. o a stockholder's right to inspect corporate records subsists during the
o Assuming that the petitioners actually refused to let Joselyn inspect period of liquidation.
corporate records, no criminal liability can attach to an omission to o Upon the accountant’s  visit to CTCM's corporate office, the books of
perform a duty, which no longer existed accounts were not formally presented and no schedule was offered as
 MeTC denied MTQ and eventually convicted petitioners as charged because the to when the requested inspection can be conducted
prosecution had amply established the presence of the elements of the offense
under Section 74 of the Corporation Code: W/N conviction was proper – YES
(a) a stockholder's prior demand in writing for the inspection of corporate  an affidavit of desistance or pardon is not a ground for the dismissal of an
records; action, once the action has been instituted in court. In a criminal action already
(b) refusal by corporate officers to allow the inspection; and filed in court, the private complainant loses the right or absolute privilege to
(c) proofs adduced by the corporate officers of the stockholder's prior improper decide whether the charge should proceed.
or malicious use of the records in the event that the same is raised as a defense  Despite the expiration of CTCM's corporate term in 1999, duties as
for the refusal to allow the inspection corporate officers still pertained to the petitioners when Joselyn's
o  a stockholder's right to inspect corporate records is based upon the complaint was filed in 2000.
necessity of self-protection. Thus, the exercise of the right at o The termination of the life of a juridical entity does not by itself cause
reasonable hours during business days should be allowed. the extinction or diminution of the rights and liabilities of such entity x x
 RTC affirmed MeTC x nor those of its owners and creditors.
 CA outrightly dismissed the petition for review on technical grounds
 o The rights and remedies against, or liabilities of, the officers shall not
be removed or impaired by reason of the dissolution of the corporation.
Corollarily then, a stockholder's right to inspect corporate records
subsists during the period of liquidation. Hence, Joselyn, as a
stockholder, had the right to demand for the inspection of records.
Lodged upon the corporation is the corresponding duty to allow the
said inspection.
 While a cloud of doubt is cast upon the existence of criminal intent on the part of
the petitioners, it is jurisprudentially settled that proof of malice or deliberate
intent (mens rea) is not essential in offenses punishable by special laws, which
are mala prohibita.
 However, in lieu of the penalty of 30 days of imprisonment, the Court finds it
more just to impose upon each of the petitioners a fine of Ten Thousand Pesos
(P10,000.00)
o Malicious intent was seemingly wanting. Permission to check the
records was granted, albeit not effected.
o Joselyn had predeceased Alfredo and Tomas, her uncles, who are in
their twilight years.
o Joselyn's mother, Rosario, had executed an Affidavit of Desistance