Keh vs. People

A criminal information need not contain a detailed resumé of every element of the offense in verbatim; it is sufficient if the facts alleged therein, hypothetically admitted, would establish the essential elements of the crime defined by law. The fundamental test is whether the allegations, taken as true, would constitute the offense charged, and matters of defense need not be pleaded in the information.

Petitioners Benito T. Keh and Gaudencio S. Quiballo were respectively the chairman/president and corporate secretary of Ferrotech Steel Corporation. The case arose from a criminal prosecution under Section 74, in relation to Section 144, of the Corporation Code, which collectively impose upon corporations the duty to keep and preserve records of business transactions and minutes of meetings, and to make such records available to stockholders or members upon written request. A violation of these duties invites criminal prosecution against erring officers.

Petitioners Benito T. Keh and Gaudencio S. Quiballo were respectively the chairman/president and corporate secretary of Ferrotech Steel Corporation. They 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. Quizon. The OCP found probable cause and resolved to file the Information before the RTC of Valenzuela City.

Petitioners filed a motion for reconsideration 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 and set petitioners for arraignment instead. Before they could be arraigned, petitioners filed Omnibus Motions 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 269, which in its November 9, 2010 Order denied the reconsideration on the ground that the proffered arguments related to evidentiary matters which ought to be brought to trial.

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. Petitioners then filed Omnibus Motions Ex Abundante Ad Cautelam and Demurrer to Evidence, 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, directed the quashal of the information for being defective and dismissed the criminal case without prejudice.

The criminal information filed by the OCP alleged that petitioners, "being the Chairman/President and Corporate Secretary of Ferrotech Steel Corporation, 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." The trial court perceived these allegations to be insufficient, noting the absence of the first and fourth elements of the offense, and held the same to be a fatal defect that should void the criminal information. The Court of Appeals affirmed, going on to say that the information was not merely defective but did not charge any offense at all.

• Dismissal with Prejudice: Petitioners argued that the Court of Appeals erred in upholding the dismissal of the case without prejudice, insisting that the eventual re-filing of the case would amount to double jeopardy.
• Defective Information: Petitioners 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.
• Procedural Errors: Petitioners ascribed error to the Court of Appeals in holding that there was no reason for the trial court to await the resolution of the OCP of the motion for reconsideration, in holding that the trial court's order to rebuff the motion to quash was a mere interlocutory order not subject to appeal, and in ruling that certiorari and prohibition were improper remedies against an order denying a motion to quash.

N/A — The decision does not recount the respondent's specific arguments beyond the general position that the prosecution should proceed.

• Sufficiency of the Information: Whether the criminal information for violation of Section 74, in relation to Section 144, of the Corporation Code was sufficient despite not alleging the first and fourth elements of the offense on its face.
• Propriety of Quashal: Whether the trial court properly quashed the information and dismissed the case without prejudice.

• Sufficiency of the Information: No. The information was sufficient to propel a prosecution for the crime defined and punished under Section 74, in relation to Section 144, of the Corporation Code. The phrase "refuse, without showing any justifiable cause" reasonably implies that a prior request for access to information had been made, and the fourth element pertains to a matter of defense that need not be alleged in the information.
• Propriety of Quashal: No. The quashal of the information and the consequent dismissal of the case without prejudice were out of order, and a remand for further proceedings was in order.

• Sufficiency of the Information: The Court cited the fundamental principle that for purposes of a valid indictment, every element of which the offense is composed must be alleged in the information. However, the criminal information is not meant to contain a detailed resumé of the elements of the charge in verbatim. Section 6, Rule 110 of the Revised Rules of Court only requires, among others, that it must state the acts or omissions complained of as constitutive of the offense. The fundamental test in determining the sufficiency of the material averments in an information is whether the facts alleged therein, which are hypothetically admitted, would establish the essential elements of the crime defined by law. Evidence aliunde or matters extrinsic of the information are not to be considered. Applying this test, the Court found the allegations sufficient. First, the specific employment of the phrase "refuse, without showing any justifiable cause to open to inspection the corporate books and records" reasonably implies that a prior request for access to information had been made upon petitioners. Refusal is understood as the act of refusing or denying; a rejection of something demanded, solicited, or offered for acceptance. Second, requiring the information to allege the fourth element would be an undue exaction on the prosecutor to include extraneous matters that must be properly addressed during the trial proper. The fourth element unmistakably pertains to a matter of defense — specifically, a justifying circumstance — that must be pleaded by petitioners at trial rather than at the indictment stage. As a justifying circumstance, its function is to take the burden of proof from the shareholder and place it on the corporation.
• Propriety of Quashal: The Court noted that certiorari is ordinarily not a viable remedy for the denial of a motion to quash a criminal information. The pending petition for certiorari and mandamus in CA-G.R. SP No. 116798 was mooted when the trial court eventually quashed the information. The propriety of the trial court's action in quashing the information was the lynchpin that would put to rest petitioners' recourse. The Court declared the quashal of the information and the consequent dismissal of the case without prejudice to be out of order. 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. Petitioners, by the subject information, were fully informed of the offense with which they had been charged and to which they had pleaded and had thus far been tried. Given the undue termination of petitioners' prosecution before the trial court, a remand for further proceedings was in order.

• Sufficiency of Information Test — The fundamental test in determining the sufficiency of the material averments in an information is whether the facts alleged therein, which are hypothetically admitted, would establish the essential elements of the crime defined by law. Evidence aliunde or matters extrinsic of the information are not to be considered. The Court applied this test to find the information sufficient despite not alleging all elements verbatim.
• Matters of Defense Need Not Be Alleged — The fourth element of the offense under Section 74 of the Corporation Code — that the person demanding examination has improperly used information or was not acting in good faith — pertains to a matter of defense, specifically a justifying circumstance, that must be pleaded by the accused at trial rather than at the indictment stage. Its function is to take the burden of proof from the shareholder and place it on the corporation.

• "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. Be that as it may the criminal information is not meant to contain a detailed resumé of the elements of the charge in verbatim." — This passage establishes the controlling principle that while all elements must be alleged, the information need not recite them in verbatim form, which is the doctrinal foundation of the Court's ruling.
• "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." — This is the canonical formulation of the test for sufficiency of an information, frequently cited in Philippine criminal procedure jurisprudence.
• "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." — This passage articulates the Court's reasoning that matters of defense need not be alleged in the information, which was the decisive ground for reversing the quashal.

• Ang-Abaya, et al. vs. Ang, 593 Phil. 530 (2008) — Cited as the source of the elements of the offense under Section 74 of the Corporation Code, which the Court applied in assessing the sufficiency of the information.
• Dela Chica vs. Sandiganbayan, 462 Phil. 712 (2003) — Cited for the fundamental principle that every element of the offense must be alleged in the information for purposes of a valid indictment.
• People vs. Odtuhan, 714 Phil. 349 (2013) — Cited for the fundamental test in determining the sufficiency of the material averments in an information.
• Sy Tiong Shiou, et al. vs. Sy Chim, et al., 601 Phil. 510 (2009) — Cited for the proposition that the fourth element of the offense pertains to a matter of defense that must be pleaded at trial.
• Navaja vs. Hon. de Castro, et al., 761 Phil. 142 (2015) — Cited for the principle that certiorari is ordinarily not a viable remedy for the denial of a motion to quash a criminal information.
• People vs. Dimaano, 506 Phil. 630 (2005) — Cited for the principle that the sufficiency of allegations in the information serves the fundamental right of the accused to be informed of the nature of the charge.

• Section 74, Corporation Code — Creates the duty of corporations to keep and preserve records of business transactions and minutes of meetings, and to make such records available to stockholders or members upon written request. The Court applied this provision to determine the elements of the offense charged.
• Section 144, Corporation Code — Provides the penalties for violations of the Corporation Code not otherwise specifically penalized, including fine and/or imprisonment. This provision was applied in relation to Section 74 to define the criminal liability of erring officers.
• Section 6, Rule 110, Revised Rules of Court — Requires that a complaint or information state the name of the accused, the designation of the offense, 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. The Court applied this provision to determine the sufficiency of the information.

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

N/A — No dissenting opinions were noted in the case text.