BENITO T. KEH AND GAUDENCIO S. QUIBALLO, PETITIONERS, VS.

PEOPLE OF THE
PHILIPPINES, RESPONDENT.

DECISION

PERALTA, C.J.:

Petitioners Benito T. Keh and Gaudencio S. Quiballo assail the April 28, 2014 Decision1 and the
March 23, 2015 Resolution2 of the Court of Appeals in CA-G.R. SP No. 1167983 and CA-G.R. CR
No. 34411.4 The assailed decision affirmed the August 25, 2011 Order5 of the Regional Trial
Court (RTC) of Valenzuela City, Branch 269, which directed to quash the subject criminal
information. As the consequent dismissal is without prejudice, this petition for review
on certiorari6 now seeks the penultimate dismissal of the underlying criminal case – one for violation
of Section 74, in relation to Section 144, of the Corporation Code.

Petitioners Keh and Quiballo, respectively the chairman/president and the corporate secretary of
Ferrotech Steel Corporation, were charged before the Office of the City Prosecutor (OCP) of
Valenzuela City with violation of Section 74, in relation to Section 144, of the Corporation Code,
allegedly for their unjustified refusal to open the corporate books and records to one of their
stockholders, Ireneo C. Qudon.7 The OCP found probable cause, and resolved8 to file the
Information9 before the RTC of Valenzuela City.

Petitioners filed a motion for reconsideration10 of the OCP Resolution and, on that ground, filed a
motion before the trial court for deferment of arraignment, suspension of proceedings, and quashal
of the information; they likewise pleaded the trial court to make its own determination of probable
cause. The trial court denied this motion in its June 15, 2010 Order,11 and set petitioners for
arraignment instead.

Before they could be arraigned, petitioners filed Omnibus Motions12 for inhibition of the presiding
judge and for reconsideration of the June 15, 2010 Order on the ground that the information did not
contain all the elements of the charge. Partially acting on the motion, the presiding judge voluntarily
recused himself from the proceedings. The case was then raffled to Branch 26913 which, in its
November 9, 2010 Order,14 denied the reconsideration sought on the ground that the proffered
arguments related to evidentiary matters which ought to be brought to trial. As to the determination
of probable cause, the trial court rightly declared that the trial court judge does determine probable
cause but only with respect to the propriety of issuing a warrant of a rest.15

As the trial court declined to suspend the proceedings, to postpone the arraignment, and to quash
the information and/or determine probable cause on its own, petitioners filed a Petition
for Certiorari and Mandamus before the Court of Appeals against the June 15, 2010 and November
9, 2010 Orders.  This petition was docketed as CA-G.R. SP No. 116798.16
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Petitioners were arraigned and tried in the interim. The prosecution formally offered its evidence
after having presented the principal complainant and sole witness, Ireneo Quizon, who openly
professed the denial by petitioners of access to the corporate books despite his two written
demands.17

Petitioners then filed Omnibus Motions Ex Abundante Ad Cautelam and Demmurer to

Evidence,18 still insisting on the quashal of the supposed defective Information, as well as on the
dismissal of the case on improper venue and insufficiency of evidence. Agreeing with petitioners this
time, the trial court, in its August 25, 2011 Order,19 directed the quashal of the information for being
defective. Accordingly, it dismissed the criminal case without prejudice as follows:
WHEREFORE, the motion to quash the Information is hereby GRANTED. Accordingly, the instant
case is hereby DISMISSED without prejudice.

SO ORDERED.20

Still feeling aggrieved, petitioners appealed to the Court of Appeals and bid for a dismissal with
prejudice on the ground that the eventual refiling of the case would amount to double jeopardy.
Here, they reiterated the supposed defective and insufficient allegations contained in the information,
and insisted on its quashal, as well as on the dismissal of the criminal case with prejudice. This
appeal was docketed as CA-G.R. CR No. 34411.21

Disposing the two incidents, the Court of Appeals denied relief from petitioners in the assailed
consolidated Decision as follows:

WHEREFORE, in the light of the foregoing premises, We hereby DENY the appeal in CA-[G.R.] CR

No. 34411 and DISMISS the Petition for Certiorari in CA-[G.R.] SP No. 116798.

SO ORDERED.22

In their present bid to secure the dismissal of the case with prejudice, petitioners ascribe error to the
Court of Appeals in (a) upholding the dismissal of the case without prejudice; (b) holding that there
was no reason for the trial court to await the resolution of the OCP of the motion for reconsideration
since there was no existing motion to impede the arraignment of petitioners; (c) holding that the trial
court's order to rebuff the motion to quash was a mere interlocutory order and not subject to an
appeal; and (d) ruling that certiorari and prohibition were improper remedies against an order
denying a motion to quash.23

We deny the petition.

To start with, certiorari is ordinarily not a viable remedy for the denial of a motion to quash a criminal
information.24 Be that as it may, the pending petition for certiorari and mandamus in CA-G.R. SP
No. 116798 has been mooted when the trial court eventually quashed the information which, in turn,
gave rise to the petition in CA-G.R. CR No. 34411. The Court notes that the propriety of the action of
the trial court in quashing the information is the lynchpin that will put to rest petitioners' present
recourse. As the Court undertakes to bring such resolve, we declare the quashal of the information
and the consequent dismissal of the case without prejudice to be out of order.

The underlying prosecution is for the alleged violation of Section 7425 of the Corporation Code, in
relation to Section 14426 thereof. Collectively, these provisions create the duty on the part of the
corporation to keep and preserve a record of all business transactions and minutes of all meetings of
stockholders, members, or the board of directors or trustees, along with the duty to make such
record available to its stockholders or members upon written request therefor; a violation of these
duties invites criminal prosecution against the erring officers to allow the eventual application of the
prescribed penalties.

Jurisprudence cites the elements of the subject offense as follows:

First. A director, trustee, stockholder or member has made a prior demand in writing for a copy of
excerpts from the corporation's records or minutes;
Second. Any officer or agent of the concerned corporation shall refuse to allow the said director,
trustee, stockholder or member of the corporation to examine and copy said excerpts;

Third. If such refusal is made pursuant to a resolution or order of the board of directors or trustees,
the liability under this section for such action shall be imposed upon the directors or trustees who
voted for such refusal; and,

Fourth. Where the officer or agent of the corporation sets up the defense that the person demanding
to examine and copy excerpts from the corporation's records and minutes has improperly used any
information seemed through any prior examination of the records or minutes of such corporation or
of any other corporation, or was not acting in good faith or for a legitimate purpose in making his
demand, the contrary must be shown or proved.27

Meanwhile, the criminal information filed by the OCP with the trial court alleged that petitioners –

being the Chairman/President and Corporate Secretary of Ferrotech Steel Corporation xxx,
conspiring together and mutually helping one another, did then and there wil[l]fully, unlawfully and
feloniously refuse, without showing any justifiable cause[,] to open to inspection to IRENEO C.
QUIZON, a stockholder of said corporation[,] the [corporate] books and records of said
corporation.28

In its August 25, 2011 Order, the trial court perceived the above allegations to be insufficient to
support the charge for which petitioners have thus far been prosecuted. It note the absence in the
subject indictment of the first and fourth elements of the offense, and held the same to be a fatal
defect that inevitably should void the criminal information.29 This pronouncement was validated in
the assailed April 28, 2014 Decision of the Court of Appeals, where the appellate court went on to
say that the information was not merely defective, but rather, it did not charge any offense at
all.30 We differ.

It is, indeed, fundamental that for purposes of a valid indictment, every element of which the offense
is composed must be alleged in the information.31 Be that as it may the criminal information is not
meant to contain a detailed resumé of the elements of the charge in verbatim. Section 6,32 Rule 110
of the Revised Rule of Court only requires, among others, that it must state the acts or omissions so
complained of as constitutive of the offense. Thus, the fundamental test in determining the
sufficiency of the material averments in an information is whether or not the facts alleged therein,
which are hypothetically admitted, would establish the essential element of the crime defined by law.
Evidence aliunde or matters extrinsic of the information are not be considered.33

Scrutinizing the subject information, the Court finds the allegations therein to be sufficient to propel a
prosecution for the crime defined and punished under Section 74, in relation to Section 144, of the
Corporation Code. First, that the first element of the offense is missing on its face is belied by the
specific employment of the phrase "refuse, without showing any justifiable cause[,] to open to
inspection x x x the corporate books and records," which reasonably implies that a prior request for
access to information has been made upon petitioners. To be sure, refusal is understood quite
simply as the act of refusing or denying; a rejection of something demanded, solicited, or offered for
acceptance.34 In some case,  refusal is meant as a neglect to perform a duty which the party is
required by law or his agreement to do.35

Second, that the information, in order to validly charge petitioners, should have alleged as well the
fourth element of the offense is, to our mind, an undue exaction on the prosecutor to include
extraneous matters that must be properly addressed during the trial proper. The fourth element of
the offense unmistakably pertains to a matter of defense – specifically, a justifying circumstance –
that must be pleaded by petitioners at the trial in open court rather than at the indictment stage.
Thus, as a justifying circumstance which could potentially exonerate the accused from liability, its
function is to merely take the burden of proof from the shareholder and place it on the
corporation.36 It suffices to say that these matters have already been put forth before and
addressed by the OCP in the resolution from which the subject information took off.37

Indeed, the sufficiency of the allegations in the information serves the fundamental right of the
accused to be informed of the nature of the charge and to enable him to suitably and adequately
prepare his defense, as he is presumed to have no independent knowledge of the facts that
constitute the offense.38 In the instant petition, we find that petitioners, by the subject information,
have been fully informed of the offense with which they have been charged and to which they have
pleaded and have thus far been tried. Given the undue termination of petitioners' prosecution before
the trial court, however, a remand for fmiher proceedings is in order.

WHEREFORE, the petition for review on certiorari is DENIED. The April 28, 2014 Decision of the
Court of Appeals in CA-G.R. CR No. 34411 and CA-G.R. SP No. 116798 is SET ASIDE. Let this
case be REMANDED to the Regional Trial Court of Valenzuela City, Branch 269, for further
proceedings with deliberate dispatch.

SO ORDERED.

Caguioa, J. Reyes, Jr., Lazaro-Javier, and Lopez, JJ., concur.

Footnotes

1 Rollo, pp. 98-117. Penned by Associate Justice Eduardo B. Peralta, Jr., with the
concurrence of Associate Justices Magdangal M. De Leon and Stephen C. Cruz.

2 Id. at 119-120.

3 Entitled Benito T. Keh and Gaudencio S. Quiballo v. Presiding Judge Emma C. Matammu,

etc., et al.

4 Entitled People of the Philippines v. Benito T. Keh and Gaudencio S. Quiballo.

5 Rollo, pp. 834-837.

6 Id. at 26-90.

7 Records, pp. 63-65.

8 Id. at 4-5. Resolution dated January 5, 2010.

9 Id. at 1. The indictment reads:

 The undersigned State Prosecutor accuses BENITO T. KEH and GAUDENCIO S.
QUIBALLO of the crime of "Violation of Section[s] 74 & 75 in relation to Sec. 144 of
the Corporation [Code,]" committed as follows:

That on or about June 30, 2009 in Valenzuela City and with in the jurisdiction of this
Honorable Court, the above-named accused, being the Chairman/President and
Corporate Secretary of Ferrotech Steel Corporation existing under Philippine Law
and with principal office in Ugong, Valenzuela City, conspiring together and mutually
helping one another, did then and there wil[l]fully, unlawfully and feloniously refuse,
without showing any justifiable cause[,] to open to inspection to IRENEO C. QUIZON,
a stockholder of said corporation[,] the [corporate] books and records of said
corporation.

CONTRARY TO LAW.

10 Id. at 379-397. Motions to Defer Proceedings, particularly Arraignment; to Determine

Probable Cause; and/or to Quash the Information.

11 Id. at 453-457.

12 Id. at 459-469.

13 Presided by Judge Emma C. Matammu.

14 Records, pp. 537-538.

15 Id. at 538.

16 CA rollo (CA-G.R. SP No. 116798), pp. 3-25.

17 Records, pp. 773-806, 808, and 810-815.

18 Id. at 824-843.

19 Id. at 857-860.

20 Id. at 860.

21 CA rollo (CA-G.R. CR No. 34411), pp. 24-47; and Notice of Appeal, records, pp. 862-864.

22 Rollo, p. 117.

23 Id. at 62-64.

24 See Navaja v. Hon. de Castro, et al., 761 Phil. 142, 160 (2015).

25 Sec. 74. Books to be kept; stock transfer agent. - Every corporation shall keep and
carefully preserve at its principal office a record of all business transactions and minutes of
all meetings of stock holders or members, or of the board of directors or trustees, in which
shall be set forth in detail the time and place of holding the meeting, how authorized, the
notice given, whether the meeting was regular or special, if special its object, those present
and absent, and every act done or ordered done at the meeting. Upon the demand of any
director, trustee, stockholder or member, the time when any director, trustee, stockholder or
member entered or left the meeting must be noted in the minutes; and on a similar demand,
the yeas and nays must be taken on any motion or proposition, and a record thereof
carefully made. The protest of any director, trustee, stockholder or member on any action or
proposed action must be recorded in full on his demand.

The records of all business transactions of the corporation and the minutes of any
meetings shall be open to inspection by any director, trustee, stockholder or member
of the corporation at reasonable hours on business days and he may demand, in
writing, for a copy of excerpts from said records or minutes, at his expense.

Any officer or agent of the corporation who shall refuse to allow any director,
trustees, stockholder or member of the corporation to examine and copy excerpts
from its records or minutes, in accordance with the provisions of this Code, shall be
liable to such director, trustee, stockholder or member for damages, and in addition,
shall be guilty of an offense which shall be punishable under Section 144 of this
Code: Provided, That if such refusal is made pursuant to a resolution or order of the
board of directors or trustees, the liability under this section for such action shall be
imposed upon the directors or trustees who voted for such refusal: and Provided,
further, That it shall be a defense to any action under this section that the person
demanding to examine and copy excerpts from the corporation's records and
minutes has improperly used any information secured through any prior examination
of the records or minutes of such corporation or of any other corporation, or was not
acting in good faith or for a legitimate purpose in making his demand.

Stock corporations must also keep a book to be known as the "stock and transfer
book", in which must be kept a record of all stocks in the names of the stockholders
alphabetically arranged; the installments paid and unpaid on all stock for which
subscription has been made, and the date of payment of any installment; a statement
of every alienation sale or transfer of stock made, the date thereof, and by and to
whom made; and such other entries as the by-laws may prescribe. The stock and
transfer book shall be kept in the principal office of the corporation or in the office of
its stock transfer agent and shall be open for inspection by any director or
stockholder of the corporation at reasonable hours on business days.

No stock transfer agent or one engaged principally in the business of registering

transfers of stocks in behalf of a stock corporation shall be allowed to operate in the
Philippines unless he secures a license from the Securities and Exchange
Commission and pays a fee as may be fixed by the Commission, which shall be
renewable annually: Provided, That a stock corporation is not precluded from
performing or making transfer of its own stocks, in which case all the rules and
regulations imposed on stock transfer agents, except the payment of a license fee
herein provided, shall be applicable.

26 Sec. 144. Violations of the Code. Violations of any of the provisions of this Code or its
amendments not otherwise specifically penalized therein shall be punished by a fine of not
less than one thousand (P1,000.00) pesos but not more than ten thousand (P10,000.00)
pesos or by imprisonment for not less than thirty (30) days but not more than five (5) years,
or both, in the discretion of the court. If the violation is committed by a corporation, the same
may, after notice and hearing, be dissolved in appropriate proceedings before the Securities
and Exchange Commission: Provided, That such dissolution shall not preclude the institution
of appropriate action against the director, trustee or officer of the corporation responsible for
said violation: Provided, further, That nothing in this section shall be construed to repeal the
other causes for dissolution of a corporation provided in this Code.

27 Ang-Abaya, et al. v. Ang, 593 Phil. 530, 543-544 (2008).

28 Records, p. 1.

29 Id. at 859.

30 Rollo, p. 115.

31 Dela Chica v. Sandiganbayan, 462 Phil. 712, 719 (2003).

32 Sec. 6. Sufficiency of complaint or information.– A complaint or information is sufficient if

it states the name of the accused; the designation of the offense given by the statute; the
acts or omissions complained of as constituting the offense; the name of the offended party;
the approximate date of the commission of the offense; and the place where the offense was
committed.

33 People v. Odtuhan, 714 Phil. 349, 356 (2013).

34  Webster's Third New International Dictionary of the English Language (1993).

35 A Law Dictionary, Adapted to the Constitution and Laws of the United States, John
Bouvier (1856). See also https://legal-dictionary.thefreedictionary.com/Refusal (last visited
February 7, 2020).

36 Sy Tiong Shiou, et al. v. Sy Chim, et al., 601 Phil. 510, 525 (2009).

37 Records, pp. 4-5.

38 See People v. Dimaano, 506 Phil. 630, 649-650 (2005).