Manila Electric Company vs. Vicente Atilano, et al.

A resolution of the Secretary of Justice dismissing a petition for review of a prosecutor's resolution need not state the facts and the law in the manner required of courts under Section 14, Article VIII of the 1987 Constitution; it is sufficient that the resolution states the legal basis for the denial, because the preliminary investigation and the DOJ's review thereof are exercises of investigative or inquisitorial, not quasi-judicial, power. Corollarily, the determination of probable cause for the filing of an information is an executive function that courts may not disturb absent grave abuse of discretion.

MERALCO is a domestic corporation engaged in the business of an electric utility, represented in the case by Manolo C. Fernando, Senior Manager and Head of its Treasury Operations Group. Corporate Investments Philippines, Inc. (CIPI) is a duly licensed investment house engaged in securities brokerage, dealership and underwriting services, and the respondents — Vicente Atilano, Nazaar Luis, Jocelyn dela Dingco, Sharon See Vicente, and several unidentified "John Does" — were, at the time material to the case, its officers. Since 1993 MERALCO had been investing in commercial papers through CIPI, and by May 2000 its investment with CIPI had reached ₱75,000,000.00. The dispute arose from that dealer-investor relationship, which the prosecution and the appellate court ultimately characterized as partaking of a loan or money market transaction rather than a trust arrangement.

Manila Electric Company (MERALCO) is a domestic corporation doing business as an electric utility, represented in this case by Manolo C. Fernando, Senior Manager and Head of its Treasury Operations Group. Corporate Investments Philippines, Inc. (CIPI) is a duly licensed investment house engaged in securities brokerage, dealership and underwriting services. The respondents were, at the time material to the case, officers of CIPI: Vicente Atilano, President; Nazaar Luis, Vice-President and General Counsel; Jocelyn dela Dingco, First Vice-President of the Funds Management Group; Sharon See Vicente, Assistant Manager of the Funds Management Group; and several unidentified "John Does" who were employees and officers of CIPI. Beginning in 1993, MERALCO invested in commercial papers (CPs) through CIPI, and by May 2000 its investment with CIPI had reached ₱75,000,000.00. At various times MERALCO delivered funds to the respondents for investment in CPs and government securities (GS).

Sometime in May 2000, Atilano, then President of CIPI, conveyed to Manuel Lopez, MERALCO's President, that CIPI was facing liquidity problems. Lopez agreed to extend help to CIPI by placing investments through it, on the condition that CIPI would secure these investments with GS and CPs issued by the Lopez Group of Companies. Pursuant to this agreement, Fernando, then Head of MERALCO's Treasury Operations Group, and respondent Sharon See Vicente, then Assistant Manager of CIPI's Funds Management Group, allegedly entered into two transactions: on May 30, 2000, ₱20,000,000.00 for a term of 30 days, to be secured by GS and CPs of the Lopez Group; and on May 31, 2000, ₱45,000,000.00 for a term of 30 days, to be secured by CPs of Rockwell and Benpres Corporation.

MERALCO alleged that it informed CIPI of its requirement that the listed securities be delivered to it within twenty-four (24) hours after each transaction, which CIPI failed to do despite repeated demands. Contrary to its specific instructions, MERALCO claimed, CIPI diverted its funds by placing the investments in CIPI's own promissory notes (PNs) and in CPs of companies that were not members of the Lopez Group, including ₱10,000,000.00 placed in Pilipino Telephone Corporation CPs. On June 8, 2000, following CIPI's failure to deliver the securities within the agreed period, Fernando instructed Manolo Carpio and another member of MERALCO's Treasury Operations Group to proceed to CIPI's office and demand proper documentation of the transactions. Fernando followed his staff and met with respondent Luis, then CIPI's Vice-President and General Counsel. According to Fernando, Atilano called him during the meeting to reiterate CIPI's liquidity problems, which he assured Fernando were only temporary, and promised to correct the irregularities by making changes in MERALCO's investment portfolio.

The proposed changes were reflected in the Minutes of the June 8, 2000 Meeting: (1) MERALCO would accept only GS and CPs of any Lopez Group company as security for its investments; (2) as an interim arrangement, MERALCO would accept CIPI's Promissory Note No. 10010 in the amount of ₱18,000,000.00 plus interest and Promissory Note No. 10011 in the amount of ₱45,000,000.00 plus interest for investments then without security; (3) the interim arrangement would be regularized by replacing those promissory notes with securities described in item (1); (4) Confirmation of Sale No. 29145, covering PilTel commercial paper priced at ₱10,000,000.00, would likewise be replaced with securities acceptable to MERALCO under item (1); and (5) CIPI would effect these changes not later than 12:00 noon of June 9, 2000. The Minutes were signed by respondent Luis and recorded the attendance of Fernando, Felix C. de Guzman, Manolo D. Carpio and Malou M. Manlugon for MERALCO, and of respondents Luis and Dela Dingco for CIPI. Notwithstanding the agreed deadline, CIPI failed to fulfill its undertaking.

MERALCO thereupon argued that the respondents should be held liable for estafa under Article 315, paragraphs 1(a), 1(b) and 2(a) of the Revised Penal Code for falsely pretending to possess the power, influence and qualifications to buy CPs of the Lopez Group and/or GS as agreed upon. It averred that it entrusted the investments to CIPI because of CIPI's commitment that they would be secured by GS and/or CPs issued by a Lopez Group company, and that by substituting the required securities with CIPI's own PNs and CPs of non-Lopez Group companies, the respondents converted and misappropriated the funds to its prejudice.

On April 16, 2001, MERALCO filed its complaint for estafa. Prosecutor Dennis R. Pastrana dismissed the complaint on February 20, 2002 for insufficiency of evidence, finding no clear proof that the respondents misappropriated or converted MERALCO's funds — the core element of the offense — and no proof of the indispensable element of deceit, since the evidence showed that Atilano had revealed CIPI's liquidity problems to MERALCO even before the latter placed its investment through CIPI. The prosecutor also noted that, considering the amount invested, there was no documentary evidence of any specific instruction for CIPI to invest only in GS or CPs of the Lopez Group, MERALCO having relied solely on the Minutes of the June 8, 2000 Meeting; he concluded that the transaction was a money market transaction partaking of a loan, whose nonpayment gives rise to a civil action for recovery against the middleman or dealer rather than a criminal action for estafa. On appeal, the Court of Appeals likewise held that the Minutes had no probative value for being hearsay, as they attested to an agreement purportedly entered into between Atilano and Lopez, whose testimony was never presented, and that Atilano had explicitly denied receiving any specific instructions from MERALCO on how its investments would be placed, a denial MERALCO failed to rebut.

• Sufficiency of the DOJ Resolution: MERALCO argued that the December 17, 2002 DOJ Resolution violated Section 14, Article VIII of the 1987 Constitution, Section 14, Chapter III, Book VII of the Administrative Code of 1987, and the jurisprudential pronouncements of the Supreme Court, because it contained no statement of the facts and the law upon which it was based; it maintained that the requirement to state the facts and the law in a decision is mandatory and that the DOJ is not exempt from complying with it.
• Technicality Over Substantial Justice: MERALCO argued that the DOJ resolution violated the jurisprudential stricture against applying technicalities to frustrate the ends of justice when it dismissed MERALCO's petition for failure to attach an annex of an annex — the legible true copy of the confirmation of sale dated May 30, 2000.
• Error in Affirming the Dismissal of the Estafa Complaint: MERALCO argued that the Court of Appeals erred in affirming the resolution of the handling prosecutor dismissing the complaint for estafa, insisting that the respondents falsely pretended to possess the power, influence and qualifications to buy CPs of the Lopez Group and/or GS; that MERALCO entrusted the investments to CIPI because of CIPI's commitment to secure them with GS and/or Lopez Group CPs; and that by substituting the required securities with CIPI's own promissory notes and CPs of non-Lopez Group companies, the respondents converted and misappropriated the funds to its prejudice.

• Compliance of the DOJ Resolution with Constitutional and Statutory Requirements: Whether the DOJ Resolution dated December 17, 2002 complied with the constitutional requirement laid down in Section 14, Article VIII of the 1987 Constitution and the requirement in Section 14, Chapter III, Book VII of the Administrative Code of 1987.
• Judicial Interference with the Determination of Probable Cause: Whether the Supreme Court can disturb the determination of probable cause made by the public prosecutor in the case.

• Compliance of the DOJ Resolution with Constitutional and Statutory Requirements: Yes. Section 14, Article VIII of the 1987 Constitution refers to "courts" and excludes the DOJ Secretary and prosecutors, who are not members of the Judiciary; the DOJ exercises investigative, not quasi-judicial, power, and it suffices that its resolution state the law upon which the denial is based, here Section 7 of Department Circular No. 70.
• Judicial Interference with the Determination of Probable Cause: No. The determination of probable cause for the filing of an information is an executive function pertaining first to the public prosecutor and then to the Secretary of Justice; absent grave abuse of discretion, courts are not empowered to substitute their judgment for that of the executive branch, and no error attended the prosecutor's finding that the elements of estafa under Article 315, paragraphs 1(b) and 2(a), were absent.

• Compliance of the DOJ Resolution with Constitutional and Statutory Requirements: The December 17, 2002 DOJ resolution was issued in accordance with Section 12(c), in relation to Section 7, of Department Circular No. 70, dated July 3, 2000, which authorizes the Secretary of Justice to dismiss a petition outright if it is patently without merit, manifestly intended for delay, or raises issues too insubstantial to require consideration. In dismissing MERALCO's petition, the Secretary of Justice ruled that after carefully examining the petition and its attachments, no error on the part of the handling prosecutor warranted a reversal, and that the challenged resolution was in accord with the evidence and the law. MERALCO's reliance on Section 14, Article VIII of the Constitution was misplaced because that provision refers to "courts," thereby excluding the DOJ Secretary and prosecutors, who are not members of the Judiciary. In Odchigue-Bondoc vs. Tan Tiong Bio, the Court ruled that Section 4, Article VIII of the Constitution does not extend to resolutions issued by the DOJ Secretary, explaining that the DOJ is not a quasi-judicial body and that the Secretary's action in reviewing a prosecutor's order or resolution via appeal or petition for review cannot be considered a quasi-judicial proceeding. Spouses Balangauan vs. Court of Appeals, Special Nineteenth Division, Cebu City, reiterated that a preliminary investigation is not a quasi-judicial proceeding and that the DOJ is not a quasi-judicial agency exercising a quasi-judicial function when it reviews the findings of a public prosecutor regarding the presence of probable cause; a quasi-judicial agency performs adjudicatory functions when its awards determine the rights of parties and its decisions have the same effect as a judgment of a court, which is not the case when a public prosecutor conducts a preliminary investigation or when the Secretary of Justice reviews the former's orders or resolutions. When the public prosecutor conducts a preliminary investigation, he exercises investigative or inquisitorial powers — the power of an administrative body to inspect records and premises, investigate the activities of persons or entities under his jurisdiction, or secure or require the disclosure of information by means of accounts, records, reports, statements, testimony of witnesses, and production of documents — as distinguished from judicial adjudication, which signifies the power and authority to adjudicate upon the rights and obligations of concerned parties. Because the power exercised by the public prosecutor is merely investigative or inquisitorial, it is subject to a different standard in stating the facts and the law in its determinations, and the same holds for the DOJ Secretary exercising review powers over decisions of public prosecutors; thus, it is sufficient that in denying a petition for review, the DOJ resolution state the law upon which it is based. The DOJ resolution satisfactorily complied with constitutional and legal requirements when it stated its legal basis for denying MERALCO's petition, namely Section 7 of Department Circular No. 70. As to MERALCO's objection that the dismissal was grounded on the failure to submit a legible true copy of the confirmation of sale dated May 30, 2000, in violation of Section 5 of Department Circular No. 70, the Court noted that this failure was not the sole reason for the denial; the DOJ resolution dismissed the petition primarily because the prosecutor's resolution was in accord with the evidence and the law. It thus became unnecessary to decide the legality of Section 7 of Department Circular No. 70, since the Court will not pass upon a constitutional question, although properly presented by the record, if the case can be disposed of on some other ground; moreover, Department Circular No. 70 is an enactment of an executive department designed for the expeditious and efficient administration of justice and is presumed to have been carefully studied and determined to be constitutional before its enactment. The Court clarified that it was not evading its duty but, in the absence of grave abuse of discretion, was according respect to the basic constitutional principle of separation of powers.

• Judicial Interference with the Determination of Probable Cause: The determination of probable cause for the filing of an information in court is an executive function which pertains at the first instance to the public prosecutor and then to the Secretary of Justice. As a rule, in the absence of grave abuse of discretion, courts are not empowered to substitute their own judgment for that of the executive branch; the public prosecutor alone determines the sufficiency of evidence that will establish probable cause in filing a criminal information, and courts will not interfere with his findings unless grave abuse of discretion can be shown. Examining the records, the Court found no error in the prosecutor's determination that no probable cause existed. The respondents were charged with estafa under Article 315, paragraphs 1(a), 1(b) and 2(a) of the Revised Penal Code. For estafa by conversion or misappropriation under paragraph 1(b), the following elements must concur: (1) that money, goods, or other personal properties are received by the offender in trust, or on commission, or for administration, or under any other obligation involving the duty to make delivery of, or to return, the same; (2) that there is a misappropriation or conversion of such money or property by the offender, or denial on his part of such receipt; (3) that such misappropriation or conversion or denial is to the prejudice of another; and (4) that there is a demand made by the offended party on the offender. The records showed that MERALCO failed to prove that the respondents indeed misappropriated or converted its investments. As the handling prosecutor found, aside from the Minutes of the June 8, 2000 Meeting, MERALCO presented no evidence that it gave specific instructions for CIPI to invest only in GS or CPs of the Lopez Group. The Court of Appeals held that the Minutes had no probative value for being hearsay because they attested to the existence of an agreement purportedly entered into between Atilano and Lopez, whose testimony was never presented in evidence. While Atilano explicitly denied having received any specific instructions from MERALCO on how its investments would be placed, MERALCO failed to present contrary evidence; it could have presented Lopez's testimony to prove that he gave specific instructions to CIPI to place its investments only in GS or CPs of the Lopez Group, but it did not. Absent proof of specific instructions, CIPI could not be said to have misappropriated or diverted MERALCO's investments. The Court took note that in money market transactions, the dealer is given discretion on where investments are to be placed, absent any agreement with or instruction from the investor to place the investments in specific securities. Money market transactions may be conducted in various ways: one instance is when an investor enters into an investment contract with a dealer under terms obliging the dealer to place investments only in designated securities; another is when there is no stipulation for placement in designated securities, in which case the dealer is given discretion to choose the placement of the investment. Under the first situation, a dealer who deviates from the specified instruction may be exposed to civil and criminal prosecution; in contrast, the second situation may only give rise to a civil action for recovery of the amount invested. As to estafa by means of deceit under paragraph 2(a), the following elements must concur: (a) a false pretense or fraudulent representation as to his power, influence, qualifications, property, credit, agency, business or imaginary transactions; (b) that such false pretense or fraudulent representation was made or executed prior to or simultaneously with the commission of the fraud; (c) that the offended party relied on the false pretense, fraudulent act, or fraudulent means and was induced to part with his money or property; and (d) that, as a result thereof, the offended party suffered damage. MERALCO's argument that the respondents falsely pretended to possess the power, influence and qualifications to buy GS and CPs of the Lopez Group had no basis precisely because no evidence existed showing that CIPI made false representations regarding its capacity to deal with MERALCO's investments; in fact, the records showed that Atilano disclosed CIPI's liquidity problems to MERALCO even before MERALCO placed its investment. The Court agreed with the prosecutor that, aside from its allegations, MERALCO failed to present any evidence showing that any of the respondents made fraudulent misrepresentations or false statements prior to or simultaneously with the delivery of MERALCO's funds to CIPI. Finally, apart from its sweeping allegation that the respondents misappropriated or converted its money placements, the handling prosecutor found that MERALCO failed to establish by evidence the particular role or actual participation of each respondent in the alleged criminal act, and it was not shown that they assented to its commission; only corporate officers shown to have participated in the alleged anomalous acts may be held criminally liable.

• Section 14, Article VIII applies only to courts — The constitutional mandate that no decision shall be rendered by any court without expressing clearly and distinctly the facts and the law on which it is based binds only "courts," thereby excluding the Secretary of Justice and public prosecutors, who are not members of the Judiciary. In this case, the Court held that the December 17, 2002 DOJ resolution was not invalid for failing to state the facts and the law, because the DOJ is not a court and its resolution dismissing a petition for review need only state the legal basis for the denial.

• Preliminary investigation and DOJ review are exercises of investigative, not quasi-judicial, power — A quasi-judicial agency performs adjudicatory functions when its awards determine the rights of parties and its decisions have the same effect as a judgment of a court. That is not the case when a public prosecutor conducts a preliminary investigation to determine probable cause, or when the Secretary of Justice reviews the prosecutor's orders or resolutions. Because the power exercised is merely investigative or inquisitorial, it is subject to a different standard in stating the facts and the law in its determinations; it is sufficient that the DOJ resolution state the law upon which it is based.

• Probable cause determination is an executive function — The determination of probable cause for the filing of an information in court pertains at the first instance to the public prosecutor and then to the Secretary of Justice. Absent grave abuse of discretion, courts are not empowered to substitute their own judgment for that of the executive branch, and will not interfere with the prosecutor's findings on the sufficiency of evidence establishing probable cause.

• Avoidance of constitutional questions — The Court will not pass upon a constitutional question, although properly presented by the record, if the case can be disposed of on some other ground. Here, the Court declined to rule on the legality of Section 7 of Department Circular No. 70 because the dismissal of MERALCO's petition rested primarily on the conformity of the prosecutor's resolution with the evidence and the law. The Court likewise invoked the presumption that an enactment of an executive department, designed for the expeditious and efficient administration of justice, was carefully studied and determined to be constitutional before its enactment.

• Estafa by conversion or misappropriation under Article 315, paragraph 1(b), Revised Penal Code — elements — The following elements must concur: (1) that money, goods, or other personal properties are received by the offender in trust, or on commission, or for administration, or under any other obligation involving the duty to make delivery of, or to return, the same; (2) that there is a misappropriation or conversion of such money or property by the offender, or denial on his part of such receipt; (3) that such misappropriation or conversion or denial is to the prejudice of another; and (4) that there is a demand made by the offended party on the offender. The Court found the second element absent for want of proof that MERALCO gave specific instructions limiting the placement of its investments.

• Estafa by means of deceit under Article 315, paragraph 2(a), Revised Penal Code — elements — The following elements must concur: (a) a false pretense or fraudulent representation as to his power, influence, qualifications, property, credit, agency, business or imaginary transactions; (b) that such false pretense or fraudulent representation was made or executed prior to or simultaneously with the commission of the fraud; (c) that the offended party relied on the false pretense, fraudulent act, or fraudulent means and was induced to part with his money or property; and (d) that, as a result thereof, the offended party suffered damage. The Court found no evidence of any false representation, since CIPI's liquidity problems had been disclosed before the investments were placed.

• Dealer's discretion in money market transactions — In money market transactions, the dealer is given discretion on where investments are to be placed, absent any agreement with or instruction from the investor to place the investments in specific securities. Where the investor enters into an investment contract obliging the dealer to place investments only in designated securities, a dealer who deviates from the specified instruction may be exposed to civil and criminal prosecution; where there is no stipulation for placement in designated securities, the situation may give rise only to a civil action for recovery of the amount invested.

• Criminal liability of corporate officers — Only corporate officers shown to have participated in the alleged anomalous acts may be held criminally liable. The Court upheld the prosecutor's finding that MERALCO failed to establish by evidence the particular role or actual participation of each respondent in the alleged criminal act, or that they assented to its commission.

• "Since the power exercised by the public prosecutor in this instance is merely investigative or inquisitorial, it is subject to a different standard in terms of stating the facts and the law in its determinations. This is also true in the case of the DOJ Secretary exercising her review powers over decisions of public prosecutors. Thus, it is sufficient that in denying a petition for review of a resolution of a prosecutor, the DOJ resolution state the law upon which it is based." — This is the ratio decidendi of the first issue: it defines the standard of sufficiency applicable to DOJ resolutions and explains why Section 14, Article VIII of the Constitution does not bind the Secretary of Justice.

• "In money market transactions, the dealer is given discretion on where investments are to be placed, absent any agreement with or instruction from the investor to place the investments in specific securities." — This passage states the controlling rule on the second issue and is the basis for the finding that no misappropriation or conversion attended CIPI's placement of MERALCO's funds.

• "It is basic that only corporate officers shown to have participated in the alleged anomalous acts may be held criminally liable." — This passage anchors the Court's rejection of MERALCO's sweeping allegation of misappropriation against all the respondent officers, absent proof of each one's particular role or actual participation.

• "[T]he determination of probable cause for the filing of an information in court is an executive function which pertains at the first instance to the public prosecutor and then to the Secretary of Justice." — This passage articulates the executive character of the probable cause determination and underlies the Court's refusal to disturb the prosecutor's findings absent grave abuse of discretion.

• Odchigue-Bondoc vs. Tan Tiong Bio, G.R. No. 186652, October 6, 2010, 632 SCRA 457 — Controlling precedent, followed. Cited for the ruling that Section 4, Article VIII of the Constitution does not extend to resolutions issued by the DOJ Secretary, and for the explanation that the DOJ is not a quasi-judicial body and that its review of a prosecutor's resolution is not a quasi-judicial proceeding.
• Spouses Balangauan vs. Court of Appeals, Special Nineteenth Division, Cebu City, G.R. No. 174350, August 13, 2008, 562 SCRA 184 — Followed. Cited for the ruling that a preliminary investigation is not a quasi-judicial proceeding and that the DOJ does not exercise a quasi-judicial function when it reviews a public prosecutor's findings on probable cause.
• Cruzvale, Inc. vs. Eduque, G.R. Nos. 172785-86, June 18, 2009, 589 SCRA 534 — Followed. Cited for the rule that the determination of probable cause is an executive function and that only corporate officers shown to have participated in the alleged anomalous acts may be held criminally liable.
• Sanrio Company Limited vs. Lim, G.R. No. 168662, February 19, 2008, 546 SCRA 303 — Followed. Cited for the rule that the public prosecutor alone determines the sufficiency of evidence establishing probable cause and that courts will not interfere with his findings absent grave abuse of discretion.
• Laurel vs. Garcia, G.R. Nos. 92013 and 92047, July 25, 1990, 187 SCRA 797 — Followed. Cited for the rule that the Court will not pass upon a constitutional question, although properly presented by the record, if the case can be disposed of on some other ground.
• Libuit vs. People, 506 Phil. 591 (2005) — Cited as the source of the four elements of estafa by conversion or misappropriation under Article 315, paragraph 1(b), of the Revised Penal Code.
• Sy vs. People, G.R. No. 183879, April 14, 2010, 618 SCRA 264 — Cited as the source of the four elements of estafa by means of deceit under Article 315, paragraph 2(a), of the Revised Penal Code.
• Sesbreno vs. Court of Appeals, 310 Phil. 671 (1995) — Cited by the Court of Appeals, and noted in the decision, for the ruling that the relationship between MERALCO and CIPI was that of creditor and debtor, so that the remedy available to MERALCO was a civil case for recovery rather than a criminal case for estafa.

• Section 14, Article VIII, 1987 Constitution — Provides that no decision shall be rendered by any court without expressing therein clearly and distinctly the facts and the law on which it is based, and that no petition for review or motion for reconsideration of a decision of the court shall be refused due course or denied without stating the legal basis therefor. The Court held that the provision refers to "courts" and does not apply to the Secretary of Justice or to public prosecutors.
• Section 14, Chapter III, Book VII, Administrative Code of 1987 — Requires every decision rendered by an agency in a contested case to be in writing and to state clearly and distinctly the facts and the law on which it is based. MERALCO invoked this provision, but the Court found the DOJ resolution sufficient because it stated the legal basis for the denial, the DOJ's action not being a quasi-judicial proceeding.
• Section 7, Department Circular No. 70 (2000 NPS Rule on Appeal) — Authorizes the Secretary of Justice to dismiss a petition outright if he finds it patently without merit or manifestly intended for delay, or when the issues raised are too insubstantial to require consideration. This was the legal basis cited in the December 17, 2002 DOJ resolution, and the Court held it sufficient compliance with the requirement to state the law upon which the resolution is based.
• Section 12(c), Department Circular No. 70 (2000 NPS Rule on Appeal) — Provides that the Secretary of Justice may, motu proprio or upon motion, dismiss a petition for review on the ground that there is no showing of any reversible error. The December 17, 2002 DOJ resolution was issued pursuant to this provision in relation to Section 7.
• Section 5, Department Circular No. 70 (2000 NPS Rule on Appeal) — Requires that the petition be accompanied by a legible duplicate original or certified true copy of the resolution appealed from, together with legible true copies of the complaint, affidavits or sworn statements, and other evidence submitted by the parties during the preliminary investigation or reinvestigation. The DOJ noted MERALCO's failure to submit a legible true copy of the confirmation of sale dated May 30, 2000, but the Court held that this omission was not the sole reason for the denial of the petition.
• Article 315, paragraphs 1(a), 1(b) and 2(a), Revised Penal Code — Defines swindling (estafa) with unfaithfulness or abuse of confidence, including misappropriation or conversion of money received in trust or under an obligation to deliver or return the same, and estafa by means of false pretenses or fraudulent acts executed prior to or simultaneously with the commission of the fraud, such as falsely pretending to possess power, influence, qualifications, property, credit, agency, business or imaginary transactions. The Court applied the elements of paragraphs 1(b) and 2(a) and found them unestablished.
• Rule 45, Revised Rules of Court — The petition for review on certiorari filed by MERALCO with the Supreme Court was filed under this Rule, following the Court of Appeals' denial of its Rule 65 petition.
• Rule 65, Revised Rules of Court — MERALCO filed a petition for certiorari with the Court of Appeals under this Rule to question the December 17, 2002 and March 26, 2004 resolutions of the DOJ.

• Antonio T. Carpio, Senior Associate Justice and Chairperson
• Jose Portugal Perez, Associate Justice
• Maria Lourdes P. A. Sereno, Associate Justice
• Bienvenido L. Reyes, Associate Justice