G.R. No. 174168 & G.R. No. 179438, March 30, 2009.
Sy Tiong Shiou, Juanita Tan Sy, Jolie Ross Tan, Romer Tan, Charlie Tan, and Jessie James Tan, Petitioners, vs. Sy Chim and Felicidad Chan Sy, Respondents. (G.R. No. 174168) / Sy Chim and Felicidad Chan Sy, Petitioners, vs. Sy Tiong Shiou and Juanita Tan, Respondents. (G.R. No. 179438).

FACTS

These are consolidated petitions involving the same parties but different issues. In G.R. No. 174168, Sy Chim and Felicidad Chan Sy (Spouses Sy) filed four criminal complaints against Sy Tiong Shiou, Juanita Tan Sy, Jolie Ross Tan, Romer Tan, Charlie Tan, and Jessie James Tan (Sy Tiong Shiou, et al.) before the City Prosecutor’s Office of Manila. Two complaints (I.S. Nos. 03E-15285 and 03E-15286) were for alleged violation of Section 74 in relation to Section 144 of the Corporation Code, alleging that the Spouses Sy, as stockholders and directors of Sy Siy Ho & Sons, Inc., were denied inspection of corporate books and records by Sy Tiong Shiou, et al., officers of the corporation. The other two complaints (I.S. No. 03E-15287 and 03E-15288) charged Sy Tiong Shiou with falsification and perjury for allegedly making false entries in the 2003 General Information Sheet (GIS) regarding the Spouses Sy’s shareholdings. The investigating prosecutor recommended suspension of the Corporation Code complaints and dismissal of the falsification and perjury complaints. The Department of Justice (DOJ) affirmed this. The Spouses Sy filed a petition for certiorari with the Court of Appeals, which reversed the DOJ and directed the filing of informations for all charges. Sy Tiong Shiou, et al. then filed the present petition.
In G.R. No. 179438, the Spouses Sy filed a civil case for accounting and damages against Sy Tiong Shiou and Juanita Tan before the RTC of Manila. Sy Tiong Shiou and Juanita Tan filed a Third-Party Complaint against the Spouses Sy, which the RTC admitted. The Spouses Sy moved to dismiss the Third-Party Complaint, arguing that the case, being an intra-corporate dispute, was governed by the Interim Rules of Procedure for Intra-Corporate Controversies, which do not provide for third-party complaints. The RTC denied the motion to dismiss. The Spouses Sy filed a petition for certiorari with the Court of Appeals, which granted it and ordered the dismissal of the Third-Party Complaint. Sy Tiong Shiou and Juanita Tan then filed the present petition.

ISSUE

In G.R. No. 174168, the issue is whether the Court of Appeals erred in finding that the DOJ committed grave abuse of discretion in suspending and dismissing the criminal complaints based on the ground of prejudicial question and in finding probable cause for the charges.
In G.R. No. 179438, the issue is whether a third-party complaint is allowed in an intra-corporate case filed under the Interim Rules of Procedure for Intra-Corporate Controversies.

RULING

The Supreme Court denied both petitions and affirmed the Court of Appeals’ decisions.
Regarding G.R. No. 174168, the Court ruled that the DOJ gravely abused its discretion. The civil action for accounting and damages does not present a prejudicial question to the criminal cases. A prejudicial question requires that the civil action involves an issue similar or intimately related to the issue in the criminal action, and its resolution determines whether the criminal action may proceed. Here, the civil case concerns the alleged mishandling of corporate funds, while the criminal cases concern the refusal to allow inspection of records and the falsification of the GIS. A finding in the civil case would not be determinative of guilt or innocence in the criminal cases. Furthermore, the Court found that there was probable cause to warrant the institution of the criminal cases. Probable cause does not require absolute certainty but is based on opinion and reasonable belief. The elements of the crimes charged were sufficiently alleged.
Regarding G.R. No. 179438, the Court ruled that a third-party complaint is not allowed under the Interim Rules of Procedure for Intra-Corporate Controversies. The Interim Rules are a special set of rules designed specifically for intra-corporate disputes, and they do not include provisions for third-party complaints. While the Rules of Court may be applied suppletorily, this is only when the Interim Rules are silent and the suppletory application is not inconsistent. Allowing a third-party complaint, which is a procedural mechanism not provided for in the Interim Rules, would be inconsistent with the summary and expeditious nature intended for intra-corporate proceedings. Therefore, the Third-Party Complaint was properly dismissed by the Court of Appeals.