DVOREF JD2A 23-24

Case: Reynoso IV vs. Court of Appeals, 345 SCRA 335 (2000)

Super Summary:

Reynoso, an employee of a franchised company (known as Commercial Credit Corporation of Quezon

City) of Commercial Credit Corporation was sued for embezzling money from the company.
Commercial Credit Corporation (later known as General Credit Corporation) contested that they cannot
be a party to such a complaint. That the complaint should only involve Reynoso and Commercial Credit
Corporation of Quezon City. However the court ruled in the negative. The ruled that as a wholly owned
subsidiary, CCC-Equity was in fact only another name for CCC. Key officials of CCC, including the
resident managers of subsidiary corporations, were appointed to positions in CCC-Equity.

Doctrine:

Any piercing of the corporate veil has to be done with caution. However, the court will not hesitate to
use its supervisory and adjudicative powers where the corporate fiction is used as an unfair device to
achieve an inequitable result defraud creditors, evade contracts and obligations, or to shield it from the
effects of a court decision. The corporate fiction has to be disregarded when necessary in the interest of
justice.

Facts:
● Bibiano O. Reynoso, IV was designated as the resident manager of the franchise company in
Quezon City, known as the Commercial Credit Corporation of Quezon City (herein referred to
as CCC-QC).
● CCC-QC is a franchised company of Commercial Credit Corporation (herein referred to as
CCC).
● CCC-QC entered into an exclusive management contract with CCC whereby the latter was
granted the management and full control of the business activities of the former. Under the
contract, CCC-QC shall sell, discount and/or assign its receivables to CCC.
● However, this discounting arrangement was discontinued pursuant to the so-called "DOSRI
Rule", prohibiting the lending of funds by corporations to its directors, officers, stockholders
and other persons with related interests therein.
● Reynoso, in order to boost the business activities of CCC-QC, deposited his personal funds in
the company. In return, CCC-QC issued to him its interest-bearing promissory notes.
● However, in August 1980, a complaint was lodged against Reynoso alleging that he embezzled
the funds of CCC-QC amounting to P1,300,593.11.
● The RTC dismissed the complaint against Reynoso.
● Reynoso filed for a Motion for Alias Writ of Execution, Examination of Judgment Debtor, and
to Bring Financial Records for Examination to Court.
● CCC-QC filed an Opposition to petitioner’s motion, alleging that the possession of its premises
and records had been taken over by CCC.
● Meanwhile, in 1983, CCC became known as the General Credit Corporation.
● General Credit Corporation filed a Special Appearance and Opposition on December 2,
1991,alleging that it was not a party to the case, and therefore petitioner should direct his claim
against CCC-QC and not General Credit Corporation.

Issue/s: WON General Credit Corporation should be included as a party to the case against
CCC-QC.
Ruling:

The court ruled in the affirmative.

A corporation is an artificial being created by operation of law, having the right of succession and the
powers, attributes, and properties expressly authorized by law or incident to its [Link] is an
artificial being invested by law with a personality separate and distinct from those of the persons
composing it as well as from that of any other legal entity to which it may be [Link] was evolved to
make possible the aggregation and assembling of huge amounts of capital upon which big business
depends. It also has the advantage of non-dependence on the lives of those who compose it even as it
enjoys certain rights and conducts activities of natural persons.

Any piercing of the corporate veil has to be done with caution. However, the Court will not hesitate to
use its supervisory and adjudicative powers where the corporate fiction is used as an unfair device to
achieve an inequitable result, defraud creditors, evade contracts and obligations, or to shield it from the
effects of a court decision. The corporate fiction has to be disregarded when necessary in the interest of
justice.

The defense of separateness will be disregarded where the business affairs of a subsidiary corporation
are so controlled by the mother corporation to the extent that it becomes an instrument or agent of its
parent. But even when there is dominance over the affairs of the subsidiary, the doctrine of piercing the
veil of corporate fiction applies only when such fiction is used to defeat public convenience, justify
wrong, protect fraud or defend crime.

The organization of subsidiary corporations as what was done here is usually resorted to for the
aggrupation of capital, the ability to cover more territory and population, the decentralization of
activities best decentralized, and the securing of other legitimate advantages. But when the mother
corporation and its subsidiary cease to act in good faith and honest business judgment, when the
corporate device is used by the parent to avoid its liability for legitimate obligations of the subsidiary,
and when the corporate fiction is used to perpetrate fraud or promote injustice, the law steps in to
remedy the problem. When that happens, the corporate character is not necessarily abrogated. It
continues for legitimate objectives. However, it is pierced in order to remedy injustice, such as that
inflicted in this case.

Factually and legally, the CCC had dominant control of the business operations of CCC-QC. The
exclusive management contract insured that CCC-QC would be managed and controlled by CCC and
would not deviate from the commands of the mother corporation. In addition to the exclusive
management contract, CCC appointed its own employee, petitioner, as the resident manager of CCC-
QC.

WHEREFORE, the decision of the Court of Appeals is hereby REVERSED and ASIDE. The
injunction against the holding of an auction sale for the execution of the decision in Civil Case No. Q-
30583 of properties of General Credit Corporation, and the levying upon and selling on execution of
other properties of General Credit Corporation, is LIFTED.

SO ORDERED.
Case: Villa Rey Transit, Inc. vs. Ferrer, 25 SCRA 845 (1968)

Super Summary:

Doctrine:

Facts:

Jose Villarama was an operator of a bus transportation pursuant to two certificates of public
convenience granted him by the Public Service Commission (PSC). Later, he sold the certificates to the
Pangasinan Transportation Company, Inc. (Pantranco) with the condition that the seller (Villarama)
"shall not for a period of 10 years, apply for any TPU service identical or competing with the buyer."

Barely three months thereafter, a corporation called Villa Rey Transit, Inc. (the Corporation) was
organized with a capital stock of P500,000.00 divided into 5,000 shares of the par value of P100.00
each; P200,000.00 was the subscribed stock; Natividad Villarama (wife of Jose Villarama) was one of
the incorporators, and she subscribed for P1,000.00; the balance of P199,000.00 was subscribed by the
brother and sister-in-law of Jose Villarama; of the subscribed capital stock, P105,000.00 was paid to the
treasurer of the corporation, Natividad.

In less than a month after its registration with the SEC, the Corporation bought five certificates of
public convenience and 49 buses from one Valentin Fernando. Later, the Sheriff of Manila levied on 2
of the 5 certificates, in favor of Eusebio Ferrer, judgment creditor, against Fernando, judgment debtor.
A public sale was conducted. Ferrer was the highest bidder. Ferrer sold the two certificates to
Pantranco.

The Corporation filed a complaint against Ferrer, Pantranco and the PSC for the annulment of the
sheriff's sale. Pantranco, on its part, filed a third-party complaint against Villarama, alleging that
Villarama and/or the Corporation was disqualified from operating the two certificates in question by
virtue of the previous agreement. The trial court declared null and void the sheriff's sale of two
certificates of public convenience in favor of Ferrer and the subsequent sale thereof by the latter to
Pantranco and declaring Villa Rey Transit, Inc., to be the lawful owner of the said certificates of public
convenience.

Pantranco disputes the correctness of the decision insofar as it holds that Villa Rey Transit, Inc.
(Corporation) is a distinct and separate entity from Villarama. Ferrer, for his part, challenges the
decision insofar as it holds that the sheriff's sale is null and void.

Issue/s: Whether the stipulation between Villarama and Pantranco binds Villa Rey Transit, Inc.

Ruling: YES

The restrictive clause in the contract entered into by the Villarama and Pantranco is also enforceable
and binding against the said Corporation. The rule is that a seller or promisor may not make use of a
corporate entity as a means of evading the obligation of his covenant. The evidence has disclosed that
Villarama, albeit was not an incorporator or stockholder of the Corporation, his wife, however, was an
incorporator and was elected treasurer of the Corporation. The evidence further shows that the initial
cash capitalization of the corporation was mostly financed by Villarama; he supplied the organization
expenses and the assets of the Corporation, such as trucks and equipment; there was no actual payment
by the original subscribers of the amounts of P95,000.00 and P100,000.00 as appearing in the books;
Villarama made use of the money of the Corporation and deposited them to his private accounts; and
the Corporation paid his personal accounts. The foregoing circumstances are strong persuasive
evidence showing that Villarama has been too much involved in the affairs of the Corporation to
altogether negate the claim that he was only a part-time general manager. They show beyond doubt that
the Corporation is his alter ego.

The doctrine that a corporation is a legal entity distinct and separate from the members and
stockholders who compose it is recognized and respected in all cases which are within reason and the
law. When the fiction is urged as a means of perpetrating a fraud or an illegal act or as a vehicle for the
evasion of an existing obligation, the circumvention of statutes, the achievement or perfection of a
monopoly or generally the perpetration of knavery or crime, the veil with which the law covers and
isolates the corporation from the members or stockholders who compose it will be lifted to allow for its
consideration merely as an aggregation of individuals.

Case: Atienza vs. Saluta, 904 SCRA 320 (2019)

Super Summary:

Respondent filed a case against CRV Corporation and the petitioner for illegal dismissal, non-payment
of wages, overtime pay, holiday pay, premium pay for work on holidays and rest day, illegal deduction,
and issuance of a certificate of employment.

In the CA decision, it was held that the respondent was found to have been illegally dismissed and
ordered both the CRV Corporation and the petitioner liable for the payment of wages. However, CRV
Corporation did not appeal the decision of the appellate court.

Petitioner’s appeal cannot benefit CRV Corporation thus the reversal of the judgment rendered by the
appellate court will not inure to the benefit of CRV Corporation.

Doctrine:
At this juncture, this Court takes this opportune time to emphasize that a reversal of a judgment on
appeal is binding on the parties to the suit, but shall not benefit the parties against whom the judgment
was rendered in the court a quo, but who did not join in the appeal, unless their rights and liabilities and
those of the parties appealing are so interwoven and dependent as to be inseparable, in which case a
reversal as to one operates as a reversal as to all.

It is basic that under the general doctrine of separate juridical personality* stockholders of a corporation
enjoy the principle of limited liability: the corporate debt is not the debt of the stockholder. This is
because a corporation has a separate and distinct personality from those who represent it.
Facts:
May 2012 - Respondent alleged that he was hired as a company driver by CRV Corporation and was
assigned to drive for the petitioner, one of the company's top officials.

December 11, 2014 – respondent got into an accident and was made to pay the amount of P15,000.00 to
answer for the damages caused to the said vehicle.

December 23, 2014 - respondent told the petitioner that he needed to absent himself from work because
he had to claim his driver's license but petitioner refused to excuse him from work

December 24, 2014 - he failed to report for work. However, before going on leave, he first requested
another company driver to drive for the petitioner. When petitioner learned that he was not around, she
immediately called him up saying, "kung hindi ka makakapag-drive ngayon, mabuti pa maghiwalay na
tayo." Upon hearing such words, respondent concluded that he had been verbally terminated.

On the same day, respondent went to CRV Corporation. The General Manager of the company,
confirmed that he was already terminated from work and he requested that he be given his last salary,
but this was refused on the ground that he has yet to reimburse the company the P15,000.00 it had
advanced.

April 7, 2015 - respondent filed a complaint against CRV Corporation and the petitioner for illegal
dismissal, non-payment of wages, overtime pay, holiday pay, premium pay for work on holidays and
rest day, illegal deduction, and issuance of a certificate of employment

October 29, 2015 - the Labor Arbiter dismissed respondent's complaint

April 27, 2016 - On appeal, the NLRC reversed and set aside the decision of the Labor Arbiter

June 21, 2016 - Petitioner filed a Partial Motion for Reconsideration, but it was denied in a Resolution

April 21, 2017 - petitioner elevated the case before the CA and ruled that petitioner failed to adduce
evidence showing that the respondent was not terminated for just or authorized cause and after the
observance of due process.

August 9, 2017 - Petitioner moved for reconsideration, but the CA denied it.

Thus, this petition.

Issue/s:
WON the reversal of the judgement rendered by the appellate court will benefit CRV Corportion?

**waray kasi mag appeal hi CV Corporation.

Ruling:
The SC ruled in the NEGATIVE.

Here, it was not disputed that CRV Corporation had been impleaded, duly notified of the suit,
and properly served with legal processes, but it never participated in the case by sending an
authorized representative or filing a single pleading. The Securities and Exchange Commission i-
Report45dated May 14, 2015 which showed that the company status of CRV Corporation as revoked can
hardly mean that the NLRC did not acquire jurisdiction over it inasmuch as the i-Report did not
indicate when the CRV Corporation ceased to exist. Besides, the complaint had already been filed on
April 7, 2015. Moreover, under Section 122 of Batas Pambansa Bilang 68 or "The Corporation Code of
the Philippines," a corporation whose registration had been revoked has three years from dissolution to
continue to be a body corporate for purposes of winding up its affairs which includes prosecuting and
defending suits by or against it.

Although a reversal of the judgment as to one would operate as a reversal as to all where the rights and
liabilities of those who did not appeal and those of the party appealing are so interwoven and dependent
on each other as to be inseparable, CRV Corporation and petitioner have no commonality of interest
because each bears the injury of an adverse judgment. CRV Corporation will not be harmed had
petitioner been held liable to pay the respondent his unpaid wages. Conversely, petitioner did not suffer
any monetary injury when CRV Corporation was made liable to pay the respondent his unpaid wages.

Even if petitioner is allegedly one of CRV Corporation's top officials, such hypothetical fact does not
translate, or even imply that she will be financially injured by an adverse money-claim judgment
against the latter. Much like stockholders, corporate officers and employees only have an inchoate right
(only to the extent of their valid collectibles in the form of salaries and benefits) to the assets of the
corporation which, in turn, is the real owner of the assets by virtue of its separate juridical personality.

Moreover, no evidence was offered by both parties that petitioner was equipped with a board resolution
(even if belatedly submitted) or, at least, authorized by corporate by-laws to represent CRV Corporation
in the instant suit. Therefore, petitioner's appeal cannot benefit CRV Corporation.

WHEREFORE, premises considered, the petition is GRANTED. The April 21, 2017 Decision and the
August 9, 2017 Resolution of the Court of Appeals in CA-G.R. SP No. 147356 are REVERSEDand
SET ASIDE and the October 29, 2015 Decision of the Labor Arbiter in NLRC NCR Case No. 04-
04089-15 is AFFIRMED only insofar as petitioner Celia R. Atienza is concerned.

SO ORDERED.

Case: Sps. Fernandez vs. Smart Communications, Inc., 909 SCRA 293 (2019)

Super Summary: The case involves two companies, Everything Online, Inc. (EOL) and Smart
Communications, Inc. (SMART). EOL wanted SMART to provide mobile communication services for
its expansion and applied for 2,000 post-paid lines with phones. EOL's president signed agreements,
including one stating that EOL's president and directors would be personally liable for charges related
to the phone units. SMART couldn't collect payment from EOL, so they filed a lawsuit for the owed
money and sought a preliminary attachment. EOL's CEO and a board member, the petitioners, filed to
dismiss the case, arguing they shouldn't be held personally responsible. The trial court initially
dismissed the case, but the Court of Appeals partially reversed that decision, finding evidence to
support SMART's claims.

Doctrine:

Facts: Everything Online, Inc. (EOL) is a corporation that offers internet services nationwide through
franchisees.3 Smart Communications, Inc. (SMART), on the other hand, is a mobile phone service
provider. Petitioners Nolasco and Maricris were the Chief Executive Officer (CEO) and Member of the
Board of Directors of EOL, respectively.

EOL sought SMART sometime in 2006 to provide the mobile communication requirements for its
expansion. It was determined that EOL would be needing approximately 2,000 post-paid lines with
corresponding cell phone units. In view of this, EOL's corporate president Samaco III, signed on
separate occasions, two (2) Corporate Service Applications (SAF) for the 2,000 post-paid lines with
corresponding cell phone units and a Letters of Undertaking to cover for the 1,119 phone lines issued
by SMART to EOL thus far. Paragraph 8 of these Letters of Undertaking read:

8. The President and each one of the directors and officers of the corporation shall be held
solidarily liable in their personal capacity with the SUBSCRIBER for all charges for the use of
the SMART Celfones (sic) units acquired by the said SUBSCRIBER.

SMART failed to collect from EOL despite repeated demands. Thus, on April 1, 2009, an Amended
Complaint19 with an application for a writ of preliminary attachment was filed by SMART before the
RTC of Makati, Branch 62 for Collection of Sum of Money docketed as Civil Case No. 09-199 against
EOL and all its directors and officers including petitioners Nolasco and Maricris Fernadez.

The trial court gave due course to the application for the issuance of a writ of attachment and ordered
the posting of an attachment bond in the amount of P39,770,810.87.20

Petitioners filed a Motion to Dismiss With a Very Urgent Motion to Lift and Discharge Writ of
Preliminary Attachment issued against them. Petitioners averred that they are not the real party in
interest in the case Maricris claimed that the Letter Agreements and EOL Undertaking failed to show
that she expressly agreed to be bound by the provisions contained therein. Accordingly, the complaint
against her must be dismissed.

With respect to Nolasco, petitioners argued that while his signature appears in the EOL Undertaking, it
is not a sufficient ground to implead him in the complaint together with EOL Nolasco is not the real
party in interest in this case because he was no longer an Officer/Director of EOL at the time the
complaint was filed as their entire share was already assigned to one of EOL's directors.

RTC granted the motion to dismiss while the CA partially grated the pettion having found grave abuse
of discreiton ont the part of the RTC in dismissing the case ther beng sufficient evidence to the
contrary.

Issue/s: Whether or not there was a ground to dismiss complaint for a collection of sum of money
against petitioners as corporate officer and director.

Ruling: Yes, but only as to Directo Nolasco Fernandez.

The Amended Complaint seeks to hold petitioners liable based on the Letter Agreement and EOL
Undertaking, aiming to pierce the corporate veil due to their roles as corporate officers. Generally,
corporations have separate legal personalities distinct from their officers or shareholders.
Representatives' consent doesn't equate to personal consent, and corporate obligations are distinct. A
corporate officer isn't automatically party to a contract executed by the corporation.

The doctrine of piercing the corporate veil disregards the corporation's separate identity under certain
conditions to treat it as one with its stockholders or other related entities, usually for preventing abuse.
This doctrine must be applied carefully, demanding clear proof of purposeful misuse for wrongful
intentions.

Corporate directors or officers are solidarily liable with the corporation under specific circumstances:
(1) approving unlawful acts; (2) acting in bad faith or with gross negligence; (3) engaging in conflicts
of interest harming the corporation or stakeholders; (4) allowing watered stocks; (5) voluntarily
accepting personal liability; or (6) when personally liable by law.

For petitioner Maricris, the Amended Complaint lacks specific evidence of her fraudulent action to
justify piercing the corporate veil. The complaint's unfounded legal conclusions don't provide a cause
of action, leading to its dismissal.

On the other hand, petitioner Nolasco, as CEO, is bound by the EOL Undertaking to be personally
liable for SMART phone charges. His motion to dismiss hypothetically admits these facts. This
admission extends only to well-pleaded material facts and deducible inferences, allowing a potential
action for sum of money collection based on the EOL Undertaking.

In summary, Maricris' dismissal was valid due to the absence of evidence supporting her alleged fraud,
while Nolasco's potential liability under the EOL Undertaking warrants further examination based on
admitted facts.

Case: Federated Dealers Assn. vs. Del Rosario, 808 SCRA 272 (2016)

Super Summary:

Doctrine:

Facts:

● Petitioners sought assistance from CIDG in the surveillance, investigation, apprehension, and
prosecution of certain persons and establishments within Metro Manila reportedly committing
acts violative of Batas Pambansa Blg. 33, which prohibits the illegal trading and underfilling of
liquefied petroleum gas (LPG) cylinders.
● A group composed of P/Supt. Francisco M. Esguerra (P/Supt. Esguerra) and PO2 Joseph R.
Faeldonia (PO2 Faeldonia), both of the CIDG-AFCCD, and a team of paralegal investigators
having extensive training and experience in LPG matters led by Bernabe C. Alajar (Alajar),
mapped out a plan for the surveillance and investigation of ACCS. On July 15, 2006, they
conducted a test-buy operation.
● Having reasonable grounds to believe that ACCS was in violation of BP 33, P/Supt. Esguerra
filed with the Regional Trial Court (RTC) of Manila applications for search warrant against the
officers of ACCS, to wit: Antonio G. Del Rosario (Antonio) and, respondents Ma. Cristina L.
Del Rosario, Celso E. Escobido II, and Shiela M. Escobido.
● In his Counter-Affidavit, Antonio admitted that he was the General Manager of ACCS but
denied that the company was engaged in illegal trading and underfilling. He claimed that
ACCS was merely a dealer of LPG products to various retailers in Quezon City and that the
alleged refilling plant in G. Araneta Avenue, Quezon City was only being used by ACCS as
storage of LPG products intended for distribution. He also denied that ACCS has anything to
 do with the persons allegedly in-charge of refilling activities
● Antonio likewise asserted that the herein respondents were merely incorporators of ACCS who
have no active participation in the operation of the business of the corporation.
● Respondents, for their part, filed a Joint Counter-Affidavit corroborating the statements of
Antonio that they were merely incorporators/stockholders of ACCS who have no active
participation in the operation, management, and control of the business; that ACCS was only
engaged in the distribution of LPG products and not in the refilling of LPG cylinders; and, that
ACCS did not commit any violation of BP 33 as amended.
● P/Supt. Esguerra filed a Reply-Affidavit wherein he pointed out that during the test-buy
operation, his team was issued ACCS Control Receipts. To him, this negated the claim of
Antonio and respondents that ACCS was not engaged in the refilling of cylinder tanks and that
the persons-in-charge thereof were not ACCS employees. P/Supt. Esguerra likewise stressed
that pursuant to Section 4 of BP 33, the President, General Manager, Managing Partner, or such
other officer charged with the management of the business affairs of the corporation, or the
employee responsible for the violation shall be criminally liable. Thus, Antonio, being the
General Manager, is criminally liable. Anent the respondents, P/Supt. Esguerra averred that the
Articles of Incorporation (AOI) of ACCS provides that there shall be five incorporators who
shall also serve as the directors. Considering that respondents were listed in the AOI as
incorporators, they are thus deemed as the directors of ACCS. And since the By-Laws of
ACCS provides that all business shall be conducted and all property of the corporation
controlled and held by the Board of Directors, and also pursuant to Section 23 of the
Corporation Code, respondents are likewise criminally liable.
● In their Joint Rejoinder-Affidavit, Antonio and respondents reiterated that ACCS was only a
dealer and distributor of petroleum products and not engaged in refilling activities. They also
stressed, among others, that respondents cannot be held liable under BP 33 as amended since
the AOI of ACCS did not state that they were the President, General Manager, Managing
Partner, or such other officer charged with the management of business affairs. What the AOI
plainly indicated was that they were the incorporating stockholders of the corporation and
nothing more.
● DOJ found probable cause for the charge of illegal trading only against Antonio. The CA
sustained the Secretary of Justice’s decision.

Issue/s: WON members of the Board of Directors of ACCS can be criminally liable for the violation of
BP 33.

Ruling:

No. A member of the Board of Directors of a corporation, cannot, by mere reason of such membership,
be held liable for the corporation’s probable violation of BP 33. If one is not the President, General
Manager or Managing Partner, it is imperative that it first be shown that he/she falls under the catch-all
“such other officer charged with the management of the business affairs,” before he/she can be
prosecuted. However, it must be stressed, that the matter of being an officer charged with the
management of the business affairs is a factual issue which must be alleged and supported by evidence.
Here, there is no dispute that neither of the respondents was the President, General Manager, or
Managing Partner of ACCS. Hence, it becomes incumbent upon petitioner to show that respondents
were officers charged with the management of the business affairs. However, the Complaint-Affidavit
attached to the records merely states that respondents were members of the Board of Directors based on
the AOI of ACCS. There is no allegation whatsoever that they were in-charge of the management of the
corporation’s business affairs.

At any rate, the Court has gone through the By-Laws of ACCS and found nothing therein which would
suggest that respondents were directly involved in the day-to-day operations of the corporation. True,
Section 1 of Article III thereof contains a general statement that the corporate powers of ACCS shall be
exercised, all business conducted, and all property of the corporation controlled and held by the Board
of Directors. Notably, however, the same provision likewise significantly vests the Board with specific
powers that were generally concerned with policy making from which it can reasonably be deduced that
the Board only concerns itself in the business affairs by setting administrative and operational policies.
It is actually the President under Section 2, Article IV of the said bylaws who is vested with wide
latitude in controlling the business operations of the corporation. Among others, the President is
specifically empowered to supervise and manage the business affairs of the corporation, to implement
the administrative and operational policies of the corporation under his supervision and control, to
appoint, remove, suspend or discipline employees of the corporation, prescribe their duties, and
determine their salaries. With these functions, the President appears to be the officer charged with the
management of the business affairs of ACCS. But since there is no allegation or showing that any of
the respondents was the President of ACCS, none of them, therefore, can be considered as an officer
charged with the management of the business affairs even in so far as the By-Laws of the subject
corporation is concerned. Clearly, therefore, it is only Antonio, who undisputedly was the General
Manager — a position among those expressly mentioned as criminally liable under paragraph 4,
Section 3 of BP 33, as amended — can be prosecuted for ACCS’ perceived violations of the said law.
Respondents who were mere members of the Board of Directors and not shown to be charged with the
management of the business affairs were thus correctly dropped as respondents in the complaints.