Corpo 4th batch of cases
(1) WESTERN INSTITUTE OF TECHNOLOGY, INC. vs. SALAS
Facts:
Private respondents, majority and controlling members of the Board of Trustees of Western Institute of Technology, Inc. were acquitted of the crimes of estafa and falsification of public document. The falsification charge was anchored on private respondents submission of the school's income statement for fiscal year 1985-1986 with the Securities and Exchange Commission reflecting therein the disbursement of corporate funds for the compensation of private respondents based on Resolution No. 4, series of 1986, and making it appear that the Resolution was passed by the board on March 30, 1986, when in truth the same was actually passed on June 1, 1986, a date not covered by the corporation's fiscal year. The charge of estafa is based on private respondent's having disbursed funds of the corporation by effecting payment of their retroactive salaries of P186,470.00 and subsequently paying themselves every 15th and 30th of the month starting June 15, 1986 in the amount of P19,500.00 per month. After trial, the court acquitted the private respondents on both counts without imposing any civil liability against them. The individual petitioners, minority stockholders of the corporation, thus seek to hold the private respondents civilly liable despite their acquittal based on the alleged illegal issuance by private respondents of Resolution No. 4, series of 1986, ordering the disbursement of corporate funds and that the grant of compensation to private respondents is proscribed under Sec. 30 of the Corporation Code.
Held:
The Supreme Court held that the proscription against granting compensation to directors/trustees of a corporation is not a sweeping rule. The implication under Sec. 30 of the Corporation Code is that members of the board may receive compensation in addition to reasonable