Masangkay vs. People

In a prosecution for perjury based on statements in a verified petition for involuntary dissolution of a corporation, the prosecution must prove by evidence aliunde (independent evidence) that the accused deliberately asserted a falsehood regarding a material fact; mere contradiction between two sworn statements, without proof of which is false, is insufficient to sustain a conviction. Furthermore, statements constituting legal conclusions or opinions, as opposed to factual assertions, are not susceptible to a charge of perjury.

The case arises from a dispute among incorporators of Megatel Factors, Inc. (MFI), a close corporation engaged in the hotel business. The petitioner and the private complainant, Cesar Masangkay, are brothers and were both incorporators and directors of the company. The conflict centered on a property exchange transaction involving the petitioner's minor son and the alleged fraudulent conduct of the other directors in approving the transaction. The petitioner sought the involuntary dissolution of MFI under Section 105 of the Corporation Code, alleging fraudulent and oppressive acts by the respondents, which led to the filing of the perjury charge against him.

• Petitioner Eriberto S. Masangkay and private complainant Cesar Masangkay were incorporators and directors of Megatel Factors, Inc. (MFI), a corporation incorporated in June 1990.
• On December 29, 1993, Eriberto filed a Petition for Involuntary Dissolution of MFI with the Securities and Exchange Commission (SEC), docketed as SEC Case No. 12-93-4650, naming MFI, Cesar, and Elizabeth Masangkay as respondents.
• In the verified petition, Eriberto alleged that a Secretary's Certificate dated September 1, 1993, regarding a board meeting held on December 5, 1992, was "absolutely fictitious and simulated" because the alleged meeting never took place.
• He further alleged that a "Deed of Exchange with Cancellation of Usufruct" was fictitious and simulated under Article 1409 of the New Civil Code, claiming it deprived his minor son Gilberto Ricaros Masangkay of his property (Lot No. 2069-A-2) without consideration, as Gilberto never became a stockholder of MFI at any point.
• Cesar Masangkay filed a complaint for perjury against Eriberto, claiming these sworn statements were false and made with deliberate intent to deceive.
• During trial, the prosecution presented Cesar as its sole witness, who testified that the December 5, 1992 meeting actually took place at the MFI office in Biñan, Laguna, and presented minutes of the meeting bearing Eriberto's signature as evidence of his attendance.
• The prosecution also established that Eriberto signed the Deed of Exchange and testified in support of the transaction before the guardianship court to obtain judicial approval for the exchange involving his son's property.
• For his defense, Eriberto testified that while he signed the minutes, the December 5, 1992 meeting did not actually materialize; he claimed the minutes were merely brought to his house for signature without an actual meeting occurring.
• The defense presented Elizabeth Masangkay, corporate secretary, who could not recall with certainty if she had sent notices for the December 5, 1992 meeting and admitted that no stock certificates were ever issued to Gilberto or any of the stockholders.
• The defense also presented a Notice of Meeting dated October 19, 1993, calling for an "initial meeting" on November 9, 1993, arguing this proved no prior board meetings were held.
• The prosecution rebutted by presenting secretary's certificates of board meetings held on April 6, 1992 and September 5, 1992, both signed by Eriberto, predating the November 9, 1993 "initial meeting."

• The MeTC lacked jurisdiction because the case involved an intra-corporate controversy under the exclusive jurisdiction of the SEC pursuant to Section 6 of Presidential Decree No. 902-A.
• The pending SEC case for involuntary dissolution constituted a prejudicial question, as the truth of the allegations regarding the fictitious meeting and deed had to be determined first before the criminal case could proceed.
• The prosecution failed to prove the element of deliberate falsehood beyond reasonable doubt regarding the December 5, 1992 meeting, as the mere contradiction between the minutes and his petition is insufficient to prove perjury without independent evidence showing the meeting actually took place physically.
• The prosecution failed to prove deliberate falsehood regarding the Deed of Exchange, as his characterization of it as "simulated and fictitious" was a legal conclusion based on the admitted failure to issue stock certificates to his son, not a deliberate assertion of false fact.
• Statements in the petition for dissolution regarding the nature of the Deed of Exchange were conclusions of law, not factual assertions susceptible to a charge of perjury.

• The MeTC had jurisdiction because perjury is a criminal offense under the Revised Penal Code, not an intra-corporate dispute within the SEC's authority, and the SEC's jurisdiction does not extend to perjury cases.
• The SEC case did not constitute a prejudicial question because the perjury case could be resolved independently of the SEC proceedings; the truth of the statements in the petition could be determined without awaiting the SEC's decision on dissolution.
• The prosecution proved deliberate falsehood beyond reasonable doubt: Eriberto's signature on the minutes proved he attended the December 5, 1992 meeting, contradicting his claim it never materialized, and his participation in the Deed of Exchange and the guardianship proceedings proved he knew the transaction was not fictitious.
• The statements were material to the petition for involuntary dissolution as they formed the principal basis for the claim that the directors acted fraudulently and illegally under Section 105 of the Corporation Code.

• Procedural:
  • Whether the Metropolitan Trial Court had jurisdiction over the perjury case despite the pending SEC proceedings involving the same subject matter (doctrine of primary jurisdiction).
  • Whether the pending petition for involuntary dissolution before the SEC constituted a prejudicial question that should have stayed the criminal proceedings.
• Substantive Issues:
  • Whether the prosecution proved beyond reasonable doubt that the petitioner deliberately made false statements regarding the non-materialization of the December 5, 1992 board meeting.
  • Whether the prosecution proved beyond reasonable doubt that the petitioner deliberately made false statements characterizing the Deed of Exchange as fictitious and simulated.
  • Whether the alleged false statements were material to the petition for involuntary dissolution.

• Procedural:
  • The Court found it unnecessary to resolve these issues given the acquittal on substantive grounds, but noted that the Chief State Prosecutor correctly held that perjury is not within the SEC's jurisdiction and that the SEC case does not constitute a prejudicial question because the criminal case for perjury can proceed independently.
• Substantive:
  • The Court held that the element of materiality was present, as the statements regarding the fictitious meeting and deed were the principal grounds cited in the petition for involuntary dissolution under Section 105 of the Corporation Code.
  • However, the prosecution failed to prove deliberate falsehood beyond reasonable doubt regarding the December 5, 1992 meeting. Mere contradiction between the minutes and the petition is insufficient; the prosecution must prove by evidence aliunde which statement is false. The prosecution failed to present other directors or circumstantial evidence proving the physical gathering of the board, while the petitioner's explanation that the minutes were brought to his house created reasonable doubt.
  • Regarding the Deed of Exchange, the Court held that the petitioner's statement that it was "simulated and fictitious" was a legal conclusion or opinion based on the fact that his son never received stock certificates (which was admitted by the corporate secretary). A legal conclusion or opinion, even if legally erroneous, cannot constitute perjury, which requires a deliberate assertion of false facts.
  • Consequently, the Court acquitted the petitioner on the ground of reasonable doubt.

• Elements of Perjury — Under Article 183 of the Revised Penal Code, perjury requires: (1) a sworn statement required by law; (2) made under oath before a competent officer; (3) a deliberate assertion of falsehood; and (4) the false declaration must be with regard to a material matter. The Court applied this to analyze the statements in the petition for involuntary dissolution.
• Proof of Perjury by Contradictory Statements — A conviction for perjury cannot rest solely on the fact that the accused made two contradictory sworn statements. The prosecution must prove by evidence aliunde (independent evidence) which of the two statements is false, as contradictory statements merely neutralize each other.
• Material Matter — A material matter is the main fact subject of the inquiry or any fact/circumstance that tends to prove that fact, corroborates testimony, or affects the credit of a witness. The Court held that the statements about the fictitious meeting and deed were material because they were the grounds for the petition for involuntary dissolution under Section 105 of the Corporation Code.
• Legal Conclusions vs. Factual Assertions — Statements of opinion, judgment, or legal conclusions (such as characterizing a contract as "simulated and fictitious" based on a legal interpretation) are not factual assertions susceptible of truth or falsity, and thus cannot constitute the basis for perjury.
• Involuntary Dissolution under Section 105 of the Corporation Code — A stockholder may petition the SEC for dissolution when acts of directors/officers are illegal, fraudulent, dishonest, oppressive, unfairly prejudicial, or when corporate assets are misapplied or wasted.

• "Every criminal conviction must draw its strength from the prosecution's evidence. The evidence must be such that the constitutional presumption of innocence is overthrown and guilt is established beyond reasonable doubt."
• "But the mere contradiction or inconsistency between the two statements merely means that one of them is false. It cannot tell us which of the two statements is actually false."
• "Proof that accused has given contradictory testimony under oath at a different time will not be sufficient to establish the falsity of his testimony charged as perjury, for this would leave simply one oath of the defendant as against another, and it would not appear that the testimony charged was false rather than the testimony contradictory thereof."
• "An opinion or a judgment cannot be taken as an intentional false statement of facts."

• Villanueva v. Secretary of Justice, G.R. No. 162187 (2005) — Cited for the rule that perjury cannot be proved by merely showing contradictory statements; evidence aliunde is required to establish which statement is false.
• United States v. Estraña, 16 Phil. 520 (1910) — Cited for the definition of a "material matter" in perjury.
• Sy Tiong Shiou v. Sy Chim and Chan Sy, G.R. Nos. 174168 and 179438 (2009) — Cited for enumerating the elements of perjury under Article 183 of the RPC.
• Vda. de Rodriguez v. Rodriguez, 127 Phil. 294 (1967) — Cited for the definition of simulated or fictitious contracts as those not really desired or intended to produce legal effects.
• Montecillo v. Reynes, 434 Phil. 456 (2002) — Distinguished failure of consideration (which gives rise to rescission) from simulated contracts (which are void), noting that failure of consideration does not make a contract defective or simulated.
• People v. Yanza, 107 Phil. 888 (1960) — Cited for the principle that legal conclusions cannot be the basis for perjury.

• Article 183, Revised Penal Code — Defines and penalizes perjury (false testimony in other cases and perjury in solemn affirmation).
• Section 105, Corporation Code (Batas Pambansa Blg. 68) — Provides for the withdrawal of stockholders or involuntary dissolution of a corporation when directors/officers act illegally, fraudulently, or oppressively, or when assets are misapplied.
• Section 121, Corporation Code — Requires a verified complaint for involuntary dissolution, explaining the sworn nature of the petition.
• Article 1409(2) and (3), New Civil Code — Declares simulated or fictitious contracts and those whose cause or object did not exist as void and inexistent from the beginning.
• Section 6, P.D. No. 902-A — Formerly granted the SEC original and exclusive jurisdiction over intra-corporate disputes (now transferred to regular courts under R.A. 8799).
• Section 5, R.A. No. 8799 (Securities Regulation Code) — Transferred jurisdiction over intra-corporate disputes from the SEC to regular courts.