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Chua v. Court of Appeals, G.R. No.

150793, November 19, 2004

Facts: Petitioner Chua allegedly falsified the Minutes of the Annual Stockholders meeting
of the Board of Directors of the Siena Realty Corporation, herein respondent !ao is a
stockholder" #hus, she filed a criminal complaint for falsification $efore the Me#C" %n
that proceeding, petitioner argued for the e&clusion of !ao's pri(ate counsel since no
ci(il lia$ility as pro(ed" #he Me#C ruled in fa(or of petitioner" Aggrie(ed, respondent
filed a petition for certiorari $efore the R#C, this time including the Siena Realty
Corporation as petitioner" #he R#C re(ersed the Me#C" )n appeal, the CA sustained the
R#C" Before the SC, petitioner argued that *+, respondent had no personality to file
petition for certiorari $efore the SC, on $ehalf of the corporation, a$sent any $oard
authori-ation. */, in any e(ent, the corporation cannot $e a proper party therein since it
did not participate in the criminal case $efore the Me#C. and *0, !ao's pri(ate counsel
cannot participate in the said criminal case $ecause the offense charged *falsification of
the Minutes of the Meeting, does not pro(ide for ci(il indemnity in the Re(ised Penal
Code" For its part, respondent replied that *+, the petition for certiorari is a deri(ati(e suit
and hence she can file it ithout authori-ation from the officers of the corporation. */, the
corporation is a proper party since its on documents ere forged. and *0, since no
separate ci(il case as filed, the pri(ate counsel of respondent can prosecute the ci(il
indemnity, hich is deemed instituted in the criminal case"
%ssues: *+, %s the Petition for Certiorari $efore the R#C a deri(ati(e suit1 */, %s the
Corporation a proper party to the certiorari notithstanding that it did not participate in
the Me#C criminal case for falsification1 *0, Should respondent's pri(ate counsel $e
e&cluded in the criminal case1
Ruling: *+, #he Petition for Certiorari is not a deri(ati(e suit" For a deri(ati(e suit to
prosper, it is re2uired that the minority stockholder suing for and on $ehalf of the
corporation must allege in his complaint that he is suing on a deri(ati(e cause of action
on $ehalf of the corporation and all other stockholders similarly situated ho may ish to
3oin him in the suit" %n the criminal complaint filed $y herein respondent, nohere is it
stated that she is filing the same in $ehalf and for the $enefit of the corporation"
*/, 4e(ertheless, the Corporation is a proper party to the certiorari case" A party5in5
interest or those aggrie(ed may file certiorari cases" Although, the corporation as not a
complainant in the criminal action, the su$3ect of the falsification as the corporation6s
pro3ect and the falsified documents ere corporate documents" !ence, it is an aggrie(ed
*0, 7(ery man criminally lia$le is also ci(illy lia$le" Rule +++*a, of the Rules of Criminal
Procedure pro(ides that, hen a criminal action is instituted, the ci(il action arising from
the offense charged shall $e deemed instituted ith the criminal action unless the
offended party ai(es the ci(il action, reser(es the right to institute it separately, or
institutes the ci(il action prior to the criminal action" Pri(ate respondent did not ai(e the
ci(il action, nor did she reser(e the right to institute it separately, nor institute the ci(il
action for damages arising from the offense charged" #hus, the pri(ate prosecutors can
inter(ene in the trial of the criminal action"