Tam Wing Tak vs Hon.

Ramon Makasiar (presiding judge RTC Manila) & Zenon de Guia (Chief State
Prosecutor)
GR No. 122452
January 29, 2001

Facts:
Petitioner, in his capacity as director of Concord-World Properties, Inc., a domestic corporation, filed a
complaint against Vic AngSiong with violation of BP Blg. 22 for the latter’s dishonored check worth
P83,550,000.

Vic AngSiong sought to dismiss the complaint on two grounds: first, petitioner had no authority to file the
case on behalf of Concord since the corporation’s Board of Directors (BOD) did not empower him and
second, Concord and AngSiong already had an amicable settlement and the latter already made partial
payment worth P19M.

City Prosecutor dismissed the complaint because of the lacking authority from Concord’s BOD and due to
the amicable settlement, however, the City Prosecutor sent its resolution to the petitioner’s address, not
through his counsel.

Note: case discussed procedural issue with regard to service of decision by City Prosecutor, court ruled that
service to the address of petitioner is valid because City Prosecutor is governed by the rules of DOJ, not the
Rules of Court which provides that service should be made through the counsel.

Chief State Prosecutor dismissed the several appeals of the petitioner’s counsel which led the latter to file
a petition for mandamus with the RTC to compel the Chief State Prosecutor to file an information charging
AngSiong with violation of BP 22.

RTC denied and dismissed the petition hence this petition.

Issue:
WON petitioner can validly file a case against AngSiong even without authorization from the BOD?

Decision:
No, the fact that Concord was the payee of the check, not the petitioner, should be considered in filing
the case against the bounced check.

Since the petitioner was neither the payee not a holder of the bad check, he had neither the personality
to sue nor a cause of action against AngSiong.

Sec. 36 of the Corporation Code read in relation to Section 23, it is clear that where a corporation is an
injured party, its power to sue is lodged with its board of directors/trustees.

In this case, petitioner failed to show that he was authorized or deputized or granted specific powers to
sue AngSiong for and on behalf of the corporation.
Petitioner as a minority stockholder and member of the BOD had no such power to sue nor can it be
considered as a derivative suit (for a derivative suit to prosper, it is required that the minority stockholder
suing for and on behalf of the corp. must allege that he is suing on a derivative cause of action on behalf
of all other stockholders similarly situated who may wish to join him in the suit).

A public prosecutor is under no compulsion to file a criminal information where no clear legal justification
has been shown, and no sufficient evidence of guilt nor prima facie case has been presented by the
petitioner.

Petition is DISMISSED for lack of merit.