THIRD DIVISION
VIRGINIA A. ZAMORA, G.R. No. 174005
Petitioner,
Present:
VELASCO, JR., J., Chairperson,
- versus - PERALTA,
ABAD,
MENDOZA,
and
PERLAS-BERNABE, JJ.
JOSE
ARMANDO L. EDUQUE,
ROY TANG CHEE HENG, PETER
A. BINAMIRA,
GILDA A. DE JESUS,
ESTELA
C. MADRIDEJOS, CELIA
J.
ZUNO, JEANETTE C. DELGADO,
MA.
LETICIA R. JOSON and Promulgated:
REMICAR
UY,
Respondents. January 25, 2012
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DECISION
ABAD,
J.:
Respondents Jose Armando L. Eduque, Peter A.
Binamira, Roy Tang Chee Heng, Gilda A. De Jesus, Estela C. Madridejos, Celia J.
Zuno, Jeanette C. Delgado, Ma. Leticia R. Joson, and Remicar Uy held the
positions of officers or directors or both of East Asia Capital Corporation (East Asia), a licensed investment company, that dealt in
securities and commercial papers.
Petitioner
Virginia Zamora claims that she gave East Asia
sums in July 1999 to buy for her certain commercial papers that Metro Pacific
Corporation (MPC) had issued. In turn, East Asia gave her an outright sale invoice for each
transaction, which served to confirm its purchase of MPCs Series B2 commercial
papers for her account. East Asia also gave her a Custodian Receipt, indicating
that it was keeping the commercial papers for her.
Once these papers matured, East Asia was
to either roll-over the investments or have the papers redeemed, depending on Zamoras instruction.
Sometime in 2000
Zamora became suspicious of her dealings with East Asia when she discovered that some of the new
commercial papers it bought for her carried the same serial numbers as some of
the commercial papers it also previously bought for her. Further, East Asia
reinvested the proceeds of her matured commercial papers without consulting her
and gave her unofficial and unsigned invoices and receipts covering their transactions.
When she requested East Asia for a breakdown
of her account, it gave her a report that lacked specific details.
Because of apprehensions,
Zamora wrote East Asias
Joson and Uy, requesting redemption of her matured and on demand placements.
East Asia
told her, however, that it did not have enough funds to comply with her request.
When she subsequently met with Eduque, Heng,
and Delgado, they assured her that East Asia was
merely experiencing temporary problems with its financing and accounting
records and that these would all be resolved by the entry of a new investor. East Asia
then issued to her, through Madridejos, documents acknowledging her outstanding
placements.
Meanwhile, Zamora queried MPC regarding the status of the commercial
papers that East Asia got for her. She learned that MPC had already paid East Asia for these papers and that most of the papers
that matured were not in her name but in those of other persons.
When Zamora
finally got a copy of her Statement of Account
from East Asia, it showed that what she had in her account were East Asias promissory notes rather than MPC commercial
papers.
When Zamora met with Eduque, the latter admitted to her that East Asia had no money to pay her and could only propose
that it secure its promissory notes with collateral or substitute the commercial
papers with East Asia-owned real property and shares of stock. Zamora
declined both offers. Still, East Asia
made several payments to Zamora
and issued to her a certificate which acknowledged and pegged her remaining
placements at P37,330,749.53.
On January 7,
2002 Zamora wrote East Asia
demanding payment. Since the demand went
unheeded, on January 11, 2002 Zamora filed a Complaint-Affidavit
with the Office of the City Prosecutor of Makati, charging East
Asias officers with estafa
under Art. 315 (1)(b) of the penal code. She alleged that they received her money as
agents or trustees with a duty to buy MPC commercial papers for her and subsequently
turn over the proceeds of these papers to her. But they instead misappropriated her money and
its incomes. Zamora
claimed that Eduque, Madridejos, Delgado, Joson, and Uy would not have been
able to misappropriate the money without the indispensable assistance of Heng,
Binamira, De Jesus, and Zuno. Eduque, Delgado, Joson and Uy cajoled and sweet-talked
their companys clients while Heng, Benamira, De Jesus, Madridejos and Zuno worked
within East Asia.
But
respondent East Asia officers countered, citing Sesbreno v. Court of Appeals,
that they did not commit estafa since
Zamora actually made money-market placements
with East Asia. Since these transactions were in the nature
of loans to the company, their non-payment would give rise only to civil
liability. Respondent officers further
claimed that they could not be held personally liable for East Asias corporate
acts and that, moreover, Zamora
failed to allege overt acts that would make them liable as co-conspirators.
On September 4,
2002 the Office of the City Prosecutor issued a resolution,
recommending the filing of an information for estafa against East Asias officers considering their failure to show
that their transactions with Zamoras
transactions were similar to those involved in the Sesbreno case. At any rate, the
City Prosecutor said that respondents defenses presented issues of fact and
law that were proper for trial. Additionally,
the City Prosecutor found that respondents received money from Zamora with an obligation to buy MPC
commercial papers but they did not. The
City Prosecutor cited 42 MPC commercial papers that East Asia supposedly bought
for Zamoras
account but were not registered in her name. Respondent East Asia
officers also acted with malice and bad faith when they covered up their
fraudulent acts. And these would not
have been possible without the indispensable cooperation of all of them.
On motion for
reconsideration, however, the City Prosecutor issued another resolution dated November
7, 2002, reversing
its previous one. It now held that Zamoras transactions with East Asia
are undeniably money market placements which the Supreme Court has ruled to be
in the nature of a loan. East Asia and respondent officers had no obligation to
return the very same money that she delivered to it. She is merely entitled to a return of the
amount invested plus the interests agreed on. Since there was no obligation to return the
exact same thing delivered, no probable cause for estafa can be said to exist.
Zamora
appealed the City Prosecutors resolution to the Secretary of Justice who
dismissed the same on September 3, 2003.
Undaunted, she challenged the
Secretarys ruling before the Court of Appeals (CA) by special civil action of certiorari under Rule 65. But the CA dismissed her petition in a
decision dated June 2, 2006.
The appellate court held that based on
the nomenclature of the certificate issued by East Asia, i.e., Outright Sale Invoice, its transaction with Zamora is beyond doubt a sale or loan of
money.
Upon denial of Zamoras motion for
reconsideration by the appellate court, she filed this petition for review
under Rule 45. The issues to be resolved
are the following:
(1) Whether
or not Zamoras transaction with East Asia was a sale or loan of money; and
(2) Whether
or not there is probable cause to charge respondents with estafa under Article 315(1)(b) of the Revised Penal Code.
ONE.
Zamora asserts that the CA erred in
characterizing her transaction with East Asia
as a sale or loan of money, where ownership of the money changed hands. Zamora insists
that her relationship with East Asia was that
of principal and agent and that its officers received her money in trust with
an obligation to acquire with it commercial papers that MPC had issued. When these papers matured, East
Asia also received the proceeds which they had the obligation to
deliver to her. But respondents neither
bought MPC commercial papers for her nor delivered to her the proceeds that MPC
paid to East Asia.
This
is not the first time that Eduque, Binamira, Delgado, and Joson have been sued
for estafa under the same
circumstances. In Cruzvale, Inc. v. Eduque,
the CA caused the dismissal of the same charge for lack of probable cause upon
a finding that the transaction was a loan that could not give rise to estafa by misappropriation. The CA ruled that East
Asia did not receive Cruzvales money in trust for it. On appeal to this Court, however, it reversed
the CA ruling. The Court held that Sesbreno was not applicable because that
case involved a money market placement under a short-term credit instrument, not
commercial papers. Sesbreno also dealt with the liability of respondent, not as
middleman or dealer, but as petitioners debtor.
The
Court thus concluded that East Asia had a
fiduciary obligation to Cruzvale, Inc., both as middleman or dealer of commercial
papers and custodian of the same for the latters account. For simultaneously acting as middleman or dealer
and custodian, East Asia was obliged to turn
over to its client the proceeds of the matured commercial papers and deliver
the outstanding ones to it together with accrued interests.
Zamoras transaction with East Asia
in this case is no different. East Asia acted as dealer of commercial papers and
custodian of the same on Zamoras
behalf. This is clear from the terms of
its sale invoice and custodian receipt. East Asia acquired the commercial papers in
trust and was obliged to deliver them and their proceeds to Zamora, failing which, its responsible officers
could be prosecuted for estafa. Consequently, the CA erred in characterizing Zamoras transaction with East Asia
as a sale or loan of money based only on the nomenclature of the invoice it
issued.
TWO. Notwithstanding
the foregoing, however, the Court finds no probable cause to charge the respondents
with estafa. As the Secretary of Justice
found, Zamora failed to identify the particular
officers of East Asia who were responsible for
the misappropriation or conversion of her funds.
She simply assumed that since she had been communicating with them in
connection with her investments, they all had part in misappropriating her
money or converting them to their use.
Many of them were evidently mere employees doing work for East Asia. She did
not submit proof of their specific criminal role in the transactions she
assailed. It is settled that only
corporate officers who actually had part in the crime may be held liable for it.
WHEREFORE, the decision of the Court of
Appeals in CA-G.R. SP 92330 dated June 2, 2006 and its resolution dated August
8, 2006 denying reconsideration are
AFFIRMED, without prejudice to the subsequent filing of charges against the
responsible persons as the evidence may warrant.
SO ORDERED.
ROBERTO
A. ABAD
Associate Justice
WE CONCUR:
PRESBITERO J.
VELASCO, JR.
Associate Justice
Chairperson
DIOSDADO M.
PERALTA JOSE CATRAL MENDOZA
Associate
Justice Associate Justice
ESTELA M.
PERLAS-BERNABE
Associate Justice
ATTESTATION
I
attest that the conclusions in the above Decision had been reached in
consultation before the case was assigned to the writer of the opinion of the
Courts Division.
PRESBITERO J. VELASCO, JR.
Associate Justice
Chairperson, Third Division
CERTIFICATION
Pursuant
to Section 13, Article VIII of the Constitution and the Division Chairpersons
Attestation, I certify that the conclusions in the above Decision had been
reached in consultation before the case was assigned to the writer of the
opinion of the Courts Division.
RENATO
C. CORONA
Chief Justice