Federated LPG Dealers Association vs. Del Rosario

A member of the board of directors of a corporation cannot, by mere reason of such membership, be held criminally liable for the corporation's violation of Batas Pambansa Blg. 33, as the law's enumeration of liable officers excludes directors who are not charged with the management of the business affairs; additionally, illegal trading and underfilling of LPG cylinders are distinct offenses under the same law.

Petitioner Federated LPG Dealers Association sought the assistance of the Criminal Investigation and Detection Group (CIDG) to investigate ACCS Ideal Gas Corporation (ACCS) for alleged violations of Batas Pambansa Blg. 33 (BP 33), as amended, involving the illegal trading and underfilling of LPG cylinders. The respondents—Ma. Cristina L. Del Rosario, Celso E. Escobido II, Shiela M. Escobido, and Resty P. Capili—were incorporators and members of the Board of Directors of ACCS, while Antonio G. Del Rosario was the General Manager. The dispute centers on whether the respondent directors can be criminally prosecuted for the corporation's alleged violations and whether the offenses of illegal trading and underfilling are distinct.

On June 1, 2006, petitioner, through counsel, sought assistance from the CIDG-AFCCD to investigate ACCS for alleged violations of BP 33, including unauthorized refilling of branded LPG cylinders and underfilling. After surveillance, police operatives conducted a test-buy operation on July 15, 2006, bringing empty branded LPG cylinders to ACCS's refilling plant for refilling. The operatives witnessed the refilling, paid for the service, and were issued ACCS Control Receipts. Inspection revealed the cylinders were underfilled by 0.4 kg to 1.3 kg.

Based on these findings, applications for search warrants were filed against Antonio and the respondents. On August 3, 2006, a search and seizure operation was conducted, resulting in the seizure of 73 LPG cylinders, four of which were filled and found to be underfilled by 0.5 kg to 0.9 kg. On December 14, 2006, complaints-affidavits were filed with the DOJ against Antonio and the respondents for illegal trading and underfilling.

In their counter-affidavits, Antonio and the respondents claimed that ACCS was merely a dealer and distributor, not engaged in refilling, and that the respondents were mere incorporators/stockholders with no active participation in the business operations. P/Supt. Esguerra countered that the respondents, as directors under the Articles of Incorporation and By-Laws, were responsible for the corporation's business affairs and thus criminally liable under Section 4 of BP 33.

• Liability of Directors: Petitioner argued that the Board of Directors, by law, is responsible for the general management of the business affairs of a corporation, making respondents liable as officers charged with management under Section 4 of BP 33.
• Distinct Offenses: Petitioner maintained that illegal trading and underfilling are separate and distinct offenses, as illegal trading is committed by unauthorized refilling regardless of underfilling, while underfilling is committed by refilling below required quantity regardless of authorization.

• No Active Participation: Respondents argued that they were merely incorporators/stockholders of ACCS with no active participation in the operation, management, and control of the business.
• Not Liable Officers: Respondents maintained that the Articles of Incorporation did not designate them as President, General Manager, Managing Partner, or officer charged with management, so they cannot be held liable under Section 4 of BP 33.
• Single Offense: Respondents (through the State Prosecutor's adopted reasoning) contended that illegal trading and underfilling involve the very same act of refilling, and underfilling presupposes the offender is duly authorized to refill.

• Liability of Directors: Whether members of the Board of Directors of a corporation can be criminally prosecuted for the corporation's alleged violations of BP 33.
• Distinct Offenses: Whether the offenses of illegal trading under Section 2(a) and underfilling under Section 2(c) of BP 33 are distinct offenses.

• Liability of Directors: No. Members of the Board of Directors cannot be held criminally liable merely by virtue of their position, as the enumeration of liable officers in Section 4 of BP 33 excludes directors who are not charged with the management of the business affairs.
• Distinct Offenses: Yes. Illegal trading and underfilling are separate and distinct offenses, as they require different additional requisites beyond the common act of refilling, and underfilling does not presuppose the offender is a duly authorized refiller.

• Liability of Directors: Section 4 of BP 33 enumerates the persons criminally liable for corporate violations: the president, general manager, managing partner, such other officer charged with the management of the business affairs, or the employee responsible. Applying the maxim expressio unius est exclusio alterius, the enumeration excludes members of the board of directors. The board is generally a policy-making body, not directly engaged in day-to-day operations. While the By-Laws of ACCS vested corporate powers in the Board, it also vested the President with wide latitude to supervise and manage business affairs. Since respondents were not shown to be the President, General Manager, or charged with management, they were correctly dropped. Only Antonio, as General Manager, could be prosecuted.
• Distinct Offenses: The acts penalized by both offenses are essentially different. Illegal trading through unauthorized refilling requires the lack of authority to refill, while underfilling requires refilling below authorized limits or possession of underfilled cylinders. The concurrence of a different additional requisite distinguishes them. Further, underfilling can be committed by any person, not just duly authorized refillers, as the law does not distinguish. The charge of underfilling was also based on cylinders seized during the search, not just the test-buy refilling, making the bases distinct.

• Expressio unius est exclusio alterius — The mention of one thing implies the exclusion of another thing not mentioned. If a statute enumerates the things upon which it is to operate, everything else must necessarily be excluded. Applied to exclude members of the board of directors from the enumeration of officers criminally liable under Section 4 of BP 33.
• Ubi lex non distinguit nec nos distinguere debemos — Where the law does not distinguish, courts should not distinguish. Applied to reject the argument that the offense of underfilling presupposes the offender is a duly authorized refiller, since Section 4 of BP 33 states that "any person" can commit the prohibited acts.

• "A common thread of the first four enumerated officers is the fact that they manage the business affairs of the corporation or juridical entity. In short, they are operating officers of a business concern, while the last in the list is self-explanatory." — This passage, quoted from Ty vs. NBI Supervising Agent De Jemil, defines the scope of officers liable under BP 33 and clarifies why directors, as policy-makers, are excluded.
• "While it may be said that an act could be common to both of them, the act of refilling does not in itself constitute illegal trading through unauthorized refilling or that of underfilling. The concurrence of an additional requisite different in each one is necessary to constitute each offense." — This articulates the ratio decidendi for distinguishing illegal trading and underfilling as separate offenses under BP 33.

• Ty vs. NBI Supervising Agent De Jemil, 653 Phil. 356 (2010) — Controlling precedent. The Court relied on Ty to hold that members of the board of directors cannot be held liable for a corporation's violation of BP 33 merely by reason of their membership, and that separate informations for illegal trading and underfilling may be filed.
• Philippine British Assurance Co., Inc. vs. Intermediate Appellate Court, 234 Phil. 512 (1987) — Cited to support the rule of statutory construction that where the law does not distinguish, courts should not distinguish.

• Section 4, Batas Pambansa Blg. 33 (BP 33), as amended by Presidential Decree No. 1865 — Enumerates the persons criminally liable when the offender is a corporation: the president, general manager, managing partner, officer charged with management, or employee responsible. Applied to limit liability to operating officers, excluding mere directors.
• Section 2(a) and 2(c), BP 33 — Defines the prohibited acts of illegal trading in petroleum products and underdelivery or underfilling. Applied to determine that the two are distinct offenses.
• Section 3, BP 33 — Defines the terms "illegal trading" and "underfilling." Applied to show the different requisites for each offense.
• Section 23, Corporation Code — Provides that corporate powers are exercised by the board of directors. Noted but distinguished, as the board is a policy-making body not directly running day-to-day affairs.

Carpio, J. (Chairperson), Brion, J., and Leonen, J., concur. Mendoza, J., on official leave.