Sec.

36
Powers of a
Corporation

Lily Sy
v.
Hon. Sec. of Justice
GR NO. 171579 14/11/2012
 FACTS
according to Lily Sy

REPLACING ALLEGED CRIMINAL

OF LOCKS ROBBERY COMPLAINT
Through a resolution of Her belongings, valued at Benito Go , Berthold Lim,
Fortune Wealth Mansion P10 million, were taken Jennifer Sy, Ben Sy, and
Corporation's Board of with intent to gain Merry Sy were charged
Directors, Lily's unit locks with Robbery in an
were replaced without Uninhabited Place
consent
 DEFENSES
Lily made the baseless charges simply

Benito and because she hated their wives

They manifested their doubts on petitioner's

Berthold capability to acquire the personal belongings

allegedly stolen by them

The accusations were brought about by the

Merry, Glenn, worsening state of their personal
relationship because of misunderstanding
and Jennifer on how to divide the estate of their
deceased father.
The whole condominium building where the
alleged residence of petitioner is located,
is owned and registered in the name of the
corporation
ACP Tating found that the subject condominium unit
is in fact Lily'sresidence and that her personal
belongings were taken with intent to gain and
without consent.

RTC ordered a reinvestigation on the ground of newly-

discovered evidence consisting of an affidavit of the
witnessnotwithstanding, the Office of the City
Prosecutor sustained the denial of respondents'
motion for reconsideration

Then Secretary of Justice, reversed and set aside the

ACP's conclusions and the latter was directed to move
for the withdrawal of the Information against
respondents
SOJ'S FINDINGS
Building not
uninhabited due to
allegation of residence
& its populated location

No violence nor Takingwas made

force, as the under a claim of
replacement was ownership
authorized by a
board resolution
 Granted the petition and had the Information
amended to allege that the robbery was
committed in an inhabited place & through
force upon things

"...respondents should not have

taken the law into their own
hands if they indeed had claims
over the personal properties
CA
upon a special civil
inside the subject unit"
action for certiorari
Reinstated the DOJ
Resolution; concluded that CA
on motion of
respondents cannot, as co- respondents
owners, steal what they
claim to own and thus
cannot be charged with
robbery

Forced opening of door was necessary due

to Lily's unjustified refusal to allow co-
owners to gain access to the premises even
for the lawful purpose of accommodating
prospective buyers
 Was there
probable cause?
NO
 RATIO
Fact of co-ownership negates any intention
LACK OF to gain
INTENT TO Respondents believed in good faith that they
GAIN and the corporation own not only the subject
unit but also the properties found inside

The intent to gain cannot be established by

direct evidence being an internal act.
It must, therefore, be deduced from the
INSUFFICIENCY circumstances surrounding the commission
OF EVIDENCE of the offense
Respondents should not be held liable for
the alleged unlawful act absent a felonious
intent.
 Respondents admitted that
armed with a Board Resolution
authorizing them to break
open the door lock system of
said unit and to install a new
door lock system, they went
Respondents took
up to the subject unit to
the law into their implement said resolution.
own hands through a
mere board
resolution
The said corporate action was
arrived at because petitioner
had allegedly prevented
prospective buyers from
conducting ocular inspection.
 State v. Country Club, 173 S.W. 570, 581
(Tex. Civ. App. 1915)

In case of doubt arising from the language used

in the charter, or the nature of the business
claimed to be within the implied powers of the
charter, or the express enactments or general
policy of the state with reference to the power or
privilege claimed to be incident to the express
powers of the corporation, the doubt should be
resolved against the corporation.
 Montelibano v. bacolod-murcia,
No. L-15092. May 18, 1962.
(Citing Fletcher Cyc. Corp., Vol. 6, Rev. Ed. 1950, pp. 266- 268)

"...The test to be applied is whether the act in

question is in direct and immediate furtherance
of the corporation's business, fairly incident to
the express powers and reasonably necessary to
their exercise. If so, the corporation has the
power to do it; otherwise, not."
 Ilusorio v. Ilusorio
G.R. No. 171659. December 13, 2007

?
CRIMINAL
ISSUE RATIO
COMPLAINT As such officers, they
Information for robbery and Did the Vice-President and would, ostensibly, have
qualified trespass to dwelling Assistant Vice-President of the right and authority to
were filed against a corporation, as such freely enter and perform
respondents for forcibly officers, ostensibly have acts of maintenance of the
entering the unit by breaking the right and authority to unit. The right could
its door and locks and freely enter the include breaking open the
allegedly caused the loss of corporation's property? door and replacing its
documents and jewelry YES. locks, apparently due to
loss of the keys.