IENT V.

TULLET PREBON
Nature and Definition
G.R. No. 189158 | January 11, 2017
LEONARDO-DE CASTRO, J.

FACTS:
 Petitioners Ient and Schulze both work for Tradition Asia and Tradition London, which are part
of the “Tradition Group” who is the competitor of Tullet.
 On October 15, 2008, Tullet, filed a Complaint-Affidavit against the officers/employees of the
Tradition Group for violating the Corporation Code. He claims that petitioners Ient and Tullet
conspired with Villalon and Chuidian in the latter’s acts of disloyalty against the company.
 Tullet also alleged that Villalon, who was formerly President and Managing Director of Tullet
and Chuidian, who was formerly a member of Tullet’s Board of Directors, violated Sections 31
and 34 of the Corporation Code which made them criminally liable under Section 144.
 Villalon and Chuidian argued that their actions did not fall under any of the prohibited acts
under Sections 31 and 34 of the Corporation Code. It is likewise their contention that Section
144 of the Corporation Code applies only to violations of the Corporation Code which do not
provide a penalty while sections 31 and 34 already provide the penalties.
 In a Resolution dated February 17, 2009, the criminal complaints against the petitioners and
Villalon and Chuidian are dismissed.
 After Tullet filed a petition for review, in a resolution dated April 23, 2009, then Secretary of
Justice Raul M. Gonzalez reversed and set aside previous resolution.
 Ient and Schulze moved for reconsideration, to which on May 15, 2009, the Secretary of Justice
denied. In a Decision dated August 12, 2009, the Court of Appeals affirmed the Secretary of
Justice’s Resolutions dated April 23 and May 15, 2009.
 Petitioners assail the Court of Appeals Decision dated August 12, 2009, which affirmed the
Resolutions dated April 23, 2009 and May 15, 2009 of the Secretary of Justice.

ISSUE:
Whether or not Section 144 of Corporation Code applies to the provisions of Sections 31 and 34, such
that criminal liability attaches to violations of Sections 31 and 34.

HELD:
No. The rule of lenity shall be applied. The Court comes to the conclusion that there is textual
ambiguity in Section 144. The Corporation Code was intended as a regulatory measure, not primarily
as a penal statute.

WHEREFORE, the consolidated petitions are GRANTED. The Decision dated August 12, 2009 of the
Court of Appeals in CA-G.R. SP No. 109094 and the Resolutions dated April 23, 2009 and May 15, 2009
of the Secretary of Justice in I.S. No. 08-J-8651 are REVERSED and SET ASIDE.

SO ORDERED.