47 SIA VS.

CA
G.R. No. L-30896, April 28, 1983

Lessons Applicable: Corporate Criminal Liability (Criminal Procedure)

FACTS:
Sia was the President and General Manager of the Metal Manufacturing of the Philippines Inc.
(MEMAP)
He obtained 150 M/T Cold Rolled Sheets consigned to Continental Bank and converted it into personal
used instead of selling it and turning over the proceeds
It resulted to a damage of 46,819 php, interest of 28,736.47 php and forfeited deposit of 71,023.60 php

ISSUE: Whether or not petitioner Jose O. Sia, having only acted for and in behalf of the Metal
Manufacturing Company of the Philippines (Metal Company, for short) as President thereof in dealing with
the complainant, the Continental Bank, (Bank for short) he may be liable for the crime charged.

HELD: NO. Acquit.

Sia did not act for and on behalf of MEMAP. For crimes committed by corp. officers criminally charged,
existence of criminal liability for which the petition is being prosecuted must be clear and certain, here it may
not be said to be beyond reasonable doubt

It is worthy of note that the civil liability imposed by the trust receipt is exclusively on the Metal Company.
Speaking of such liability alone, as one arising from the contract, as distinguished from the civil liability
arising out of a crime, the petitioner was never intended to be equally liable as the corporation. Without
being made so liable personally as the corporation is, there would then be no basis for holding him
criminally liable, for any violation of the trust receipt. This is made clearly so upon consideration of the fact
that in the violation of the trust agreement and in the absence of positive evidence to the contrary, only the
corporation benefited, not the petitioner personally, yet, the allegation of the information is to effect that the
misappropriation or conversion was for the personal use and benefit of the petitioner, with respect to which
there is variance between the allegation and the evidence.

In the present case, a distinction is to be found with the Tan Boon Kong case in that the act alleged to be a
crime is not in the performance of an act directly ordained by law to be performed by the corporation. The
act is imposed by agreement of parties, as a practice observed in the usual pursuit of a business or a
commercial transaction. The offense may arise, if at all, from the peculiar terms and condition agreed upon
by the parties to the transaction, not by direct provision of the law. The intention of the parties, therefore, is
a factor determinant of whether a crime was committed or whether a civil obligation alone intended by the
parties. With this explanation, the distinction adverted to between the Tan Boon Kong case and the case at
bar should come out clear and meaningful. In the absence of an express provision of law making the
petitioner liable for the criminal offense committed by the corporation of which he is a president as in fact
there is no such provisions in the Revised Penal Code under which petitioner is being prosecuted, the
existence of a criminal liability on his part may not be said to be beyond any doubt. In all criminal
prosecutions, the existence of criminal liability for which the accused is made answerable must be clear and
certain. The maxim that all doubts must be resolved in favor of the accused is always of compelling force in
the prosecution of offenses. This Court has thus far not ruled on the criminal liability of an officer of a
corporation signing in behalf of said corporation a trust receipt of the same nature as that involved herein.