G.R. No. 159288 - JOHNSON LEE, VS. PEOPLE OF THE PHILIPPINES AND NEUGENE MARKETING, INC..D E C I S I O N - Supreme Court E-Library

Ruling

Accordingly, notices were again sent to all stockholders of record, all of whom properly acknowledged the said notices, that a meeting was to be held on November 30, 1987 to consider the dissolution of the corporation. Again the stockholders who attended the October 24, 1987 meeting were present. Upon motion duly seconded, the dissolution was approved. Per Resolution of the Board of Directors, the law firm of Reyes, Treyes & Fudolin Law Office was appointed as trustee to collect all the receivables of the corporation. At the time of the approval of the dissolution of the corporation on November 30, 1987, the shares of each stockholder were as follows: Name of Stockholders Total as of Nov. 30. Johnson Lee, 600 (subscription); 60 (June 7, 1980 stock dividend); 40 (May 2, 1981 stock dividend) --------- 700 shares Lok Chun Suen, 1,200 (subscription); 120 (June 7, 1980 stock dividend); 80 (May 2, 1981 stock dividend) ---------- 1,400 shares Charles O. Sy, 1800 (subscription); 180 (June 7, 1980 stock dividend); 120 (May 2, 1981 stock dividend); 700 (acquisition from Eugenio Flores ---------- 2,800 shares Arsenio Yang, Jr., 300 (subscription); 30 (June 7, 1980 stock dividend); 20 (May 2, 1981 stock dividend); 700 (acquisition from Eugenio Flores) -------- 1,050 shares Sonny Moreno, 1,050 (acquisition From Eugenio Flores) ----------------------- 1,050 shares Total ---------------------------------- 7,000 shares Pursuant to Section 11 of the Corporation Code, the Securities and Exchange Commission approved the dissolution of the corporation on March 1, 1988 subject to compliance of the requirements, such as the sending of notices to stockholders and publication thereof in a newspaper of general circulation, among others. On March 22, 1988, Joson Lee, Sonny Moreno, Leoncio Tan and Nicanor Martin filed a petition with the Securities and Investigation Clearing Department (SICD) of the Commission praying, among other things, for the annulment or nullification of the Certification of Filing of Resolution of Voluntary Dissolution of NMI for being contrary to law and its by-laws. In the meantime, the trustee wrote the petitioner, Johnson Lee, on March 8, 1988 requesting him to turn over to it the P1,500,150.00 he received in payment of the empty bags sold by NMI to VCMI. However, he failed to do so. [7] A verified complaint for three (3) counts of estafa was filed against the petitioner and Sonny Moreno with the City Prosecutors Office. Appended to the complaint were photocopies of Charge Invoice Nos. 0809, 0810, and 0811, issued by NMI to VMCI. During the requisite preliminary investigation, the petitioner and Moreno submitted their counter-affidavits. The counter-affidavit of the petitioner consisted of five pages. [8] After the investigation, two (2) Amended Informations were filed against the petitioner and Moreno, with the Regional Trial Court (RTC) of Negros Occidental. Except as to the particulars of the checks, the accusatory portions of the two Informa