Republic of the PhilippinesSUPREME COURTManilaFIRST DIVISIONG.R. No. 166836 September 4, 2013SAN MIGUEL PROPERTIES, INC.,PETITIONER,vs.SEC. HERNANDO B. PEREZ, ALBERT C. AGUIRRE, TEODORO B. ARCENAS, JR., MAXY S. ABAD, JAMES G. BARBERS, STEPHEN N. SARINO, ENRIQUE N. ZALAMEA, JR., MARIANO M. MARTIN, ORLANDO O. SAMSON, CATHERINE R. AGUIRRE, AND ANTONIO V. AGCAOILI,RESPONDENTS.D E C I S I O NBERSAMIN,J.:The pendency of an administrative case for specific performance brought by the buyer of residential subdivision lots in the Housing and Land Use Regulatory Board (HLURB) to compel the seller to deliver the transfer certificates of title (TCTs) of the fully paid lots is properly considered a ground to suspend a criminal prosecution for violation of Section 25 of Presidential Decree No. 9571on the ground of a prejudicial question. The administrative determination is a logical antecedent of the resolution of the criminal charges based on non-delivery of the TCTs.AntecedentsPetitioner San Miguel Properties Inc. (San Miguel Properties), a domestic corporation engaged in the real estate business, purchased in 1992, 1993 and April 1993 from B.F. Homes, Inc. (BF Homes), then represented by Atty. Florencio B. Orendain (Orendain) as its duly authorized rehabilitation receiver appointed by the Securities and Exchange Commission (SEC),2130 residential lots situated in its subdivision BF Homes Paraaque, containing a total area of 44,345 square meters for the aggregate price ofP106,248,000.00. The transactions were embodied in three separate deeds of sale.3The TCTs covering the lots bought under the first and second deeds were fully delivered to San Miguel Properties, but 20 TCTs covering 20 of the 41 parcels of land with a total area of 15,565 square meters purchased under the third deed of sale, executed in April 1993 and for which San Miguel Properties paid the full price ofP39,122,627.00, were not delivered to San Miguel Properties.On its part, BF Homes claimed that it withheld the delivery of the 20 TCTs for parcels of land purchased under the third deed of sale because Atty. Orendain had ceased to be its rehabilitation receiver at the time of the transactions after being meanwhile replaced as receiver by FBO Network Management, Inc. on May 17, 1989 pursuant to an order from the SEC.4BF Homes refused to deliver the 20 TCTs despite demands. Thus, on August 15, 2000, San Miguel Properties filed a complaint-affidavit in the Office of the City Prosecutor of Las Pias City (OCP Las Pias) charging respondent directors and officers of BF Homes with non-delivery of titles in violation of Section 25, in relation to Section 39, both of Presidential Decree No. 957 (I.S. No. 00-2256).5At the same time, San Miguel Properties sued BF Homes for specific performance in the HLURB (HLURB Case No. REM-082400-11183),6praying to compel BF Homes to release the 20 TCTs in its favor.In their joint counter-affidavit submitted in I.S. No. 00-2256,7respondent directors and officers of BF Homes refuted San Miguel Properties assertions by contending that: (a) San Miguel Properties claim was not legally demandable because Atty. Orendain did not have the authority to sell the 130 lots in 1992 and 1993 due to his having been replaced as BF Homes rehabilitation receiver by the SEC on May 17, 1989; (b) the deeds of sale conveying the lots were irregular for being undated and unnotarized; (c) the claim should have been brought to the SEC because BF Homes was under receivership; (d) in receivership cases, it was essential to suspend all claims against a distressed corporation in order to enable the receiver to effectively exercise its powers free from judicial and extra-judicial interference that could unduly hinder the rescue of the distressed company; and (e) the lots involved were under custodia legis in view of the pending receivership proceedings, necessarily stripping the OCP Las Pias of the jurisdiction to proceed in the action.On October 10, 2000, San Miguel Properties filed a motion to suspend proceedings in the OCP Las Pias,8citing the pendency of BF Homes receivership case in the SEC. In its comment/opposition, BF Homes opposed the motion to suspend. In the meantime, however, the SEC terminated BF Homes receivership on September 12, 2000, prompting San Miguel Properties to file on October 27, 2000 a reply to BF Homes comment/opposition coupled with a motion to withdraw the sought suspension of proceedings due to the intervening termination of the receivership.9On October 23, 2000, the OCP Las Pias rendered its resolution,10dismissing San Miguel Properties criminal complaint for violation of Presidential Decree No. 957 on the ground that no action could be filed by or against a receiver without leave from the SEC that had appointed him; that the implementation of the provisions of Presidential Decree No. 957 exclusively pertained under the jurisdiction of the HLURB; that there existed a prejudicial question necessitating the suspension of the criminal action until after the issue on the liability of the distressed BF Homes was first determined by the SEC en banc or by the HLURB; and that no prior resort to administrative jurisdiction had been made; that there appeared to be no probable cause to indict respondents for not being the actual signatories in the three deeds of sale.On February 20, 2001, the OCP Las Pias denied San Miguel Properties motion for reconsideration filed on November 28, 2000, holding that BF Homes directors and officers could not be held liable for the non-delivery of the TCTs under Presidential Decree No. 957 without a definite ruling on the legality of Atty. Orendains actions; and that the criminal liability would attach only after BF Homes did not comply with a directive of the HLURB directing it to deliver the titles.11San Miguel Properties appealed the resolutions of the OCP Las Pias to the Department of Justice (DOJ), but the DOJ Secretary denied the appeal on October 15, 2001, holding:After a careful review of the evidence on record, we find no cogent reason to disturb the ruling of the City Prosecutor of Las Pias City. Established jurisprudence supports the position taken by the City Prosecutor concerned.There is no dispute that aside from the instant complaint for violation of PD 957, there is still pending with the Housing and Land Use Resulatory Board (HLURB, for short) a complaint for specific performance where the HLURB is called upon to inquire into, and rule on, the validity of the sales transactions involving the lots in question and entered into by Atty. Orendain for and in behalf of BF Homes.As early as in the case of Solid Homes, Inc. vs. Payawal, 177 SCRA 72, the Supreme Court had ruled that the HLURB has exclusive jurisdiction over cases involving real estate business and practices under PD 957. This is reiterated in the subsequent cases of Union Bank of the Philippines versus HLURB, G.R. [No.] 953364, June 29, 1992 and C.T. Torres Enterprises vs. Hilionada, 191 SCRA 286.The said ruling simply means that unless and until the HLURB rules on the validity of the transactions involving the lands in question with specific reference to the capacity of Atty. Orendain to bind BF Homes in the said transactions, there is as yet no basis to charge criminally respondents for non-delivery of the subject land titles. In other words, complainant cannot invoke the penal provision of PD 957 until such time that the HLURB shall have ruled and decided on the validity of the transactions involving the lots in question.WHEREFORE, the appeal is hereby DENIED.SO ORDERED.12(Emphasis supplied)The DOJ eventually denied San Miguel Properties motion for reconsideration.13Ruling of the CAUndaunted, San Miguel Properties elevated the DOJs resolutions to the CA on certiorari and mandamus (C.A.-G.R. SP No. 73008), contending that respondent DOJ Secretary had acted with grave abuse in denying their appeal and in refusing to charge the directors and officers of BF Homes with the violation of Presidential Decree No. 957. San Miguel Properties submitted the issue of whether or not HLURB Case No. REM-082400-11183 presented a prejudicial question that called for the suspension of the criminal action for violation of Presidential Decree No. 957.In its assailed decision promulgated on February 24, 2004 in C.A.-G.R. SP No. 73008,14the CA dismissed San Miguel Properties petition, holding and ruling as follows:From the foregoing, the conclusion that may be drawn is that the rule on prejudicial question generally applies to civil and criminal actions only.However, an exception to this rule is provided in Quiambao vs. Osorio cited by the respondents. In this case, an issue in an administrative case was considered a prejudicial question to the resolution of a civil case which, consequently, warranted the suspension of the latter until after termination of the administrative proceedings.Quiambao vs. Osorio is not the only instance when the Supreme Court relaxed the application of the rule on prejudicial question.In Tamin vs. CA involving two (2) civil actions, the Highest Court similarly applied the rule on prejudicial question when it directed petitioner therein to put up a bond for just compensation should the demolition of private respondents building proved to be illegal as a result of a pending cadastral suit in another tribunal.City of Pasig vs. COMELEC is yet another exception where a civil action involving a boundary dispute was considered a prejudicial question which must be resolved prior to an administrative proceeding for the holding of a plebiscite on the affected areas.In fact, in Vidad vs. RTC of Negros Oriental, Br. 42, it was ruled that in the interest of good order, courts can suspend action in one case pending determination of another case closely interrelated or interlinked with it.It thus appears that public respondent did not act with grave abuse of discretion x x x when he applied the rule on prejudicial question to the instant proceedings considering that the issue on the validity of the sale transactions x x x by x x x Orendain in behalf of BF Homes, Inc., is closely intertwined with the purported criminal culpability of private respondents, as officers/directors of BF Homes, Inc., arising from their failure to deliver the titles of the parcels of land included in the questioned conveyance.All told, to sustain the petitioners theory that the result of the HLURB proceedings is not determinative of the criminal liability of private respondents under PD 957 would be to espouse an absurdity. If we were to assume that the HLURB finds BFHI under no obligation to delve the subject titles, it would be highly irregular and contrary to the ends of justice to pursue a criminal case against private respondents for the non-delivery of certificates of title which they are not under any legal obligation to turn over in the first place. (Bold emphasis supplied)On a final note, absent grave abuse of discretion on the part of the prosecutorial arm of the government as represented by herein public respondent, courts will not interfere with the discretion of a public prosecutor in prosecuting or dismissing a complaint filed before him. A public prosecutor, by the nature of his office, is under no compulsion to file a criminal information where no clear legal justification has been shown, and no sufficient evidence of guilt nor prima facie case has been established by the complaining party.WHEREFORE, premises considered, the instant Petition for Certiorari and Mandamus is hereby DENIED. The Resolutions dated 15 October 2001 and 12 July 2002 of the Department of Justice are AFFIRMED.SO ORDERED.15The CA denied San Miguel Properties motion for reconsideration on January 18, 2005.16IssuesAggrieved, San Miguel Properties is now on appeal, raising the following for consideration and resolution, to wit:THE COURT OF APPEALS COMMITTED GRAVE, SERIOUS AND REVERSIBLE ERRORS WHEN IT DISMISSED PETITIONERS CERTIORARI AND MANDAMUS PETITION TO ORDER AND DIRECT RESPONDENT SECRETARY TO INDICT RESPONDENTS FOR VIOLATION OF SECTION 25, PD. 957 IN THAT:THE OBLIGATION OF PRIVATE RESPONDENTS TO DELIVER TO PETITIONER THE TITLES TO 20 FULLY-PAID LOTS IS MANDATED BY SECTION 25, PD 957. IN FACT, THE OFFICE OF THE PRESIDENT HAD DULY CONFIRMED THE SAME PER ITS DECISION DATED 27 JANUARY 2005 IN O.P. CASE NO. 03-E-203, ENTITLED "SMPI V. BF HOMES, INC.".A FORTIORI, PRIVATE RESPONDENTS FAILURE AND/OR REFUSAL TO DELIVER TO PETITIONER THE SUBJECT TITLES CONSTITUTES CRIMINAL OFFENSE PER SECTIONS 25 AND 39, PD 957 FOR WHICH IT IS THE MINISTERIAL DUTY OF RESPONDENT SECRETARY TO INDICT PRIVATE RESPONDENTS THEREFOR.IN ANY EVENT, THE HLURB CASE DOES NOT PRESENT A "PREJUDICIAL QUESTION" TO THE SUBJECT CRIMINAL CASE SINCE THE FORMER INVOLVES AN ISSUE SEPARATE AND DISTINCT FROM THE ISSUE INVOLVED IN THE LATTER. CONSEQUENTLY, THE HLURB CASE HAS NO CORRELATION, TIE NOR LINKAGE TO THE PRESENT CRIMINAL CASE WHICH CAN PROCEED INDEPENDENTLY THEREOF.IN FACT, THE CRIMINAL CULPABILITY OF PRIVATE RESPONDENTS EMANATE FROM THEIR MALA PROHIBITA NON-DELIVERY OF THE TITLES TO TWENTY (20) FULLY-PAID PARCELS OF LAND TO PETITIONER, AND NOT FROM THEIR NON-COMPLIANCE WITH THE HLURBS RULING IN THE ADMINISTRATIVE CASE.NONETHELESS, BY DECREEING THAT PETITIONERS CRIMINAL COMPLAINT IS PREMATURE, BOTH THE COURT OF APPEALS AND RESPONDENT SECRETARY HAD IMPLIEDLY ADMITTED THE EXISTENCE OF SUFFICIENT PROBABLE CAUSE AGAINST PRIVATE RESPONDENTS FOR THE CRIME CHARGED.17It is relevant at this juncture to mention the outcome of the action for specific performance and damages that San Miguel Properties instituted in the HLURB simultaneously with its filing of the complaint for violation of Presidential Decree No. 957. On January 25, 2002, the HLURB Arbiter ruled that the HLURB was inclined to suspend the proceedings until the SEC resolved the issue of Atty. Orendains authority to enter into the transactions in BF Homes behalf, because the final resolution by the SEC was a logical antecedent to the determination of the issue involved in the complaint before the HLURB. Upon appeal, the HLURB Board of Commissioners (HLURB Board), citing the doctrine of primary jurisdiction, affirmed the HLURB Arbiters decision, holding that although no prejudicial question could arise, strictly speaking, if one case was civil and the other administrative, it nonetheless opted to suspend its action on the cases pending the final outcome of the administrative proceeding in the interest of good order.18Not content with the outcome, San Miguel Properties appealed to the Office of the President (OP), arguing that the HLURB erred in suspending the proceedings. On January 27, 2004, the OP reversed the HLURB Boards ruling, holding thusly:The basic complaint in this case is one for specific performance under Section 25 of the Presidential Decree (PD) 957 "The Subdivision and Condominium Buyers Protective."As early as August 1987, the Supreme Court already recognized the authority of the HLURB, as successor agency of the National Housing Authority (NHA), to regulate, pursuant to PD 957, in relation to PD 1344, the real estate trade, with exclusive original jurisdiction to hear and decide cases "involving specific performance of contractual and statutory obligation filed by buyers of subdivision lots against the owner, developer, dealer, broker or salesman," the HLURB, in the exercise of its adjudicatory powers and functions, "must interpret and apply contracts, determine the rights of the parties under these contracts and award[s] damages whenever appropriate."Given its clear statutory mandate, the HLURBs decision to await for some forum to decide if ever one is forthcoming the issue on the authority of Orendain to dispose of subject lots before it peremptorily resolves the basic complaint is unwarranted, the issues thereon having been joined and the respective position papers and the evidence of the parties having been submitted. To us, it behooved the HLURB to adjudicate, with the usual dispatch, the right and obligation of the parties in line with its own appreciation of the obtaining facts and applicable law. To borrow from Mabubha Textile Mills Corporation vs. Ongpin, it does not have to rely on the finding of others to discharge this adjudicatory functions.19After its motion for reconsideration was denied, BF Homes appealed to the CA (C.A.-G.R. SP No. 83631), raising as issues: (a) whether or not the HLURB had the jurisdiction to decide with finality the question of Atty. Orendains authority to enter into the transaction with San Miguel Properties in BF Homes behalf, and rule on the rights and obligations of the parties to the contract; and (b) whether or not the HLURB properly suspended the proceedings until the SEC resolved with finality the matter regarding such authority of Atty. Orendain.The CA promulgated its decision in C.A.-G.R. SP No. 83631,20decreeing that the HLURB, not the SEC, had jurisdiction over San Miguel Properties complaint. It affirmed the OPs decision and ordered the remand of the case to the HLURB for further proceedings on the ground that the case involved matters within the HLURBs competence and expertise pursuant to the doctrine of primary jurisdiction, viz:[T]he High Court has consistently ruled that the NHA or the HLURB has jurisdiction over complaints arising from contracts between the subdivision developer and the lot buyer or those aimed at compelling the subdivision developer to comply with its contractual and statutory obligations.Hence, the HLURB should take jurisdiction over respondents complaint because it pertains to matters within the HLURBs competence and expertise. The proceedings before the HLURB should not be suspended.While We sustain the Office of the President, the case must be remanded to the HLURB. This is in recognition of the doctrine of primary jurisdiction. The fairest and most equitable course to take under the circumstances is to remand the case to the HLURB for the proper presentation of evidence.21Did the Secretary of Justice commit grave abuse of discretion in upholding the dismissal of San Miguel Properties criminal complaint for violation of Presidential Decree No. 957 for lack of probable cause and for reason of a prejudicial question?The question boils down to whether the HLURB administrative case brought to compel the delivery of the TCTs could be a reason to suspend the proceedings on the criminal complaint for the violation of Section 25 of Presidential Decree No. 957 on the ground of a prejudicial question.Ruling of the CourtThe petition has no merit.1.Action for specific performance, even if pending in the HLURB, an administrative agency, raises a prejudicial question BF Homes posture that the administrative case for specific performance in the HLURB posed a prejudicial question that must first be determined before the criminal case for violation of Section 25 of Presidential Decree No. 957 could be resolved is correct.A prejudicial question is understood in law to be that which arises in a case the resolution of which is a logical antecedent of the issue involved in the criminal case, and the cognizance of which pertains to another tribunal. It is determinative of the criminal case, but the jurisdiction to try and resolve it is lodged in another court or tribunal. It is based on a fact distinct and separate from the crime but is so intimately connected with the crime that it determines the guilt or innocence of the accused.22The rationale behind the principle of prejudicial question is to avoid conflicting decisions.23The essential elements of a prejudicial question are provided in Section 7, Rule 111 of the Rules of Court, to wit: (a) the previously instituted civil action involves an issue similar or intimately related to the issue raised in the subsequent criminal action, and (b) the resolution of such issue determines whether or not the criminal action may proceed.The concept of a prejudicial question involves a civil action and a criminal case. Yet, contrary to San Miguel Properties submission that there could be no prejudicial question to speak of because no civil action where the prejudicial question arose was pending, the action for specific performance in the HLURB raises a prejudicial question that sufficed to suspend the proceedings determining the charge for the criminal violation of Section 2524of Presidential Decree No. 957. This is true simply because the action for specific performance was an action civil in nature but could not be instituted elsewhere except in the HLURB, whose jurisdiction over the action was exclusive and original.25The determination of whether the proceedings ought to be suspended because of a prejudicial question rested on whether the facts and issues raised in the pleadings in the specific performance case were so related with the issues raised in the criminal complaint for the violation of Presidential Decree No. 957, such that the resolution of the issues in the former would be determinative of the question of guilt in the criminal case. An examination of the nature of the two cases involved is thus necessary.An action for specific performance is the remedy to demand the exact performance of a contract in the specific form in which it was made, or according to the precise terms agreed upon by a party bound to fulfill it.26Evidently, before the remedy of specific performance is availed of, there must first be a breach of the contract.27The remedy has its roots in Article 1191 of the Civil Code, which reads:Article 1191. The power to rescind obligations is implied in reciprocal ones, in case one of the obligors should not comply with what is incumbent upon him.The injured party may choose between the fulfillment and the rescission of the obligation, with the payment of damages in either case. He may also seek rescission, even after he has chosen fulfillment, if the latter should become impossible. x x x (Emphasis supplied)Accordingly, the injured party may choose between specific performance or rescission with damages. As presently worded, Article 1191 speaks of the remedy of rescission in reciprocal obligations within the context of Article 1124 of the former Civil Code which used the term resolution. The remedy of resolution applied only to reciprocal obligations, such that a partys breach of the contract equated to a tacit resolutory condition that entitled the injured party to rescission. The present article, as in the former one, contemplates alternative remedies for the injured party who is granted the option to pursue, as principal actions, either the rescission or the specific performance of the obligation, with payment of damages in either case.28On the other hand, Presidential Decree No. 957 is a law that regulates the sale of subdivision lots and condominiums in view of the increasing number of incidents wherein "real estate subdivision owners, developers, operators, and/or sellers have reneged on their representations and obligations to provide and maintain properly" the basic requirements and amenities, as well as of reports of alarming magnitude of swindling and fraudulent manipulations perpetrated by unscrupulous subdivision and condominium sellers and operators,29such as failure to deliver titles to the buyers or titles free from liens and encumbrances. Presidential Decree No. 957 authorizes the suspension and revocation of the registration and license of the real estate subdivision owners, developers, operators, and/or sellers in certain instances, as well as provides the procedure to be observed in such instances; it prescribes administrative fines and other penalties in case of violation of, or non-compliance with its provisions.Conformably with the foregoing, the action for specific performance in the HLURB would determine whether or not San Miguel Properties was legally entitled to demand the delivery of the remaining 20 TCTs, while the criminal action would decide whether or not BF Homes directors and officers were criminally liable for withholding the 20 TCTs. The resolution of the former must obviously precede that of the latter, for should the HLURB hold San Miguel Properties to be not entitled to the delivery of the 20 TCTs because Atty. Orendain did not have the authority to represent BF Homes in the sale due to his receivership having been terminated by the SEC, the basis for the criminal liability for the violation of Section 25 of Presidential Decree No. 957 would evaporate, thereby negating the need to proceed with the criminal case.Worthy to note at this juncture is that a prejudicial question need not conclusively resolve the guilt or innocence of the accused. It is enough for the prejudicial question to simply test the sufficiency of the allegations in the information in order to sustain the further prosecution of the criminal case. A party who raises a prejudicial question is deemed to have hypothetically admitted that all the essential elements of the crime have been adequately alleged in the information, considering that the Prosecution has not yet presented a single piece of evidence on the indictment or may not have rested its case. A challenge to the allegations in the information on the ground of prejudicial question is in effect a question on the merits of the criminal charge through a non-criminal suit.302.Doctrine of primary jurisdiction is applicableThat the action for specific performance was an administrative case pending in the HLURB, instead of in a court of law, was of no consequence at all. As earlier mentioned, the action for specific performance, although civil in nature, could be brought only in the HLURB. This situation conforms to the doctrine of primary jurisdiction. There has been of late a proliferation of administrative agencies, mostly regulatory in function. It is in favor of these agencies that the doctrine of primary jurisdiction is frequently invoked, not to defeat the resort to the judicial adjudication of controversies but to rely on the expertise, specialized skills, and knowledge of such agencies in their resolution. The Court has observed that one thrust of the proliferation is that the interpretation of contracts and the determination of private rights under contracts are no longer a uniquely judicial function exercisable only by the regular courts.31The doctrine of primary jurisdiction has been increasingly called into play on matters demanding the special competence of administrative agencies even if such matters are at the same time within the jurisdiction of the courts. A case that requires for its determination the expertise, specialized skills, and knowledge of some administrative board or commission because it involves technical matters or intricate questions of fact, relief must first be obtained in an appropriate administrative proceeding before a remedy will be supplied by the courts although the matter comes within the jurisdiction of the courts. The application of the doctrine does not call for the dismissal of the case in the court but only for its suspension until after the matters within the competence of the administrative body are threshed out and determined.32To accord with the doctrine of primary jurisdiction, the courts cannot and will not determine a controversy involving a question within the competence of an administrative tribunal, the controversy having been so placed within the special competence of the administrative tribunal under a regulatory scheme. In that instance, the judicial process is suspended pending referral to the administrative body for its view on the matter in dispute. Consequently, if the courts cannot resolve a question that is within the legal competence of an administrative body prior to the resolution of that question by the latter, especially where the question demands the exercise of sound administrative discretion requiring the special knowledge, experience, and services of the administrative agency to ascertain technical and intricate matters of fact, and a uniformity of ruling is essential to comply with the purposes of the regulatory statute administered, suspension or dismissal of the action is proper.333.Other submissions of petitioner are unwarrantedIt is not tenable for San Miguel Properties to argue that the character of a violation of Section 25 of Presidential Decree No. 957 as malum prohibitum, by which criminal liability attached to BF Homes directors and officers by the mere failure to deliver the TCTs, already rendered the suspension unsustainable.34The mere fact that an act or omission was malum prohibitum did not do away with the initiative inherent in every court to avoid an absurd result by means of rendering a reasonable interpretation and application of the procedural law. Indeed, the procedural law must always be given a reasonable construction to preclude absurdity in its application.35Hence, a literal application of the principle governing prejudicial questions is to be eschewed if such application would produce unjust and absurd results or unreasonable consequences.San Miguel Properties further submits that respondents could not validly raise the prejudicial question as a reason to suspend the criminal proceedings because respondents had not themselves initiated either the action for specific performance or the criminal action.1wphi1It contends that the defense of a prejudicial question arising from the filing of a related case could only be raised by the party who filed or initiated said related case.The submission is unfounded. The rule on prejudicial question makes no distinction as to who is allowed to raise the defense. Ubi lex non distinguit nec nos distinguere debemos. When the law makes no distinction, we ought not to distinguish.36WHEREFORE, the Court AFFIRMS the decision promulgated on February 24, 2004 by the Court of Appeals in CA-G.R. SP NO. 73008; and ORDERS petitioner to pay the costs of suit.SO ORDERED.LUCAS P. BERSAMINAssociate JusticeWE CONCUR:MARIA LOURDES P. A. SERENOChief JusticeMARTIN S. VILLARAMA, JR.Associate JusticeBIENVENIDO L. REYESAssociate Justice

ESTELA M. PERLAS-BERNABEAssociate JusticeC E R T I F I C A T I O NPursuant to Section 13, Article VIII of the Constitution, 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.MARIA LOURDES P. A. SERENOChief Justice

Footnotes*Vice Associate Justice Teresita J. Leonardo-De Castro, who is on official trip for the Court to attend the Southeast Asia Regional Judicial Colloquium on Gender Equality Jurisprudence and the Role of the Judiciary in Promoting Womens Access to Justice, in Bangkok, Thailand, per Special Order No. 1529 dated August 29, 2013.1Entitled Regulating the Sale of Subdivision Lots and Condominiums, Providing Penalties for Violation Thereof (July 12, 1976).2Rollo p. 442.3Id. at 137-172.4Id. at 61.5Id. at 123.6Id. at 420-428.7Id. at 178-181.8Id. at 215-217.9Id. at 253.10Id. at 247-250.11Id. at 272-273.12Id. at 95-96.13Id. at 98-99.14Id. at 13-21; penned by Associate Justice Rebecca De Guia-Salvador, with the concurrence of Associate Justice Romeo A. Brawner (later Presiding Justice/retired/deceased) and Associate Justice Jose C. Reyes, Jr.15Id. at 19-20.16Id. at 23-25.17Id. at 37-38.18Id. at 608.19Id. at 609-610.20Id. at 504-523.21Id. at 522.22People v. Consing, Jr., G.R. No. 148193, January 16, 2003, 395 SCRA 366, 369.23Beltran v. People, G.R. No. 137567, June 20, 2000, 334 SCRA 106, 110.24Section 25. Issuance of Title. The owner or developer shall deliver the title of the lot or unit to the buyer upon full payment of the lot or unit. No fee, except those required for the registration of the deed of sale in the Registry of Deeds, shall be collected for the issuance of such title. In the event a mortgage over the lot or unit is outstanding at the time of the issuance of the title to the buyer, the owner or developer shall redeem the mortgage or the corresponding portion thereof within six months from such issuance in order that the title over any fully paid lot or unit may be secured and delivered to the buyer in accordance herewith.25Under Presidential Decree No. 1344 (entitled Empowering the National Housing Authority to Issue Writ of Execution in the Enforcement of its Decision under Presidential Decree No. 957), the National Housing Authority, the predecessor of the HLURB, was vested with original jurisdiction, as follows:Section 1. In the exercise of its functions to regulate the real estate trade and business and in addition to its powers provided for in Presidential Decree No. 957, the National Housing Authority shall have exclusive jurisdiction to hear and decide cases of the following nature:(a) Unsound real estate business practices;(b) Claims involving refund and any other claims filed by subdivision lot or condominium unit buyer against the project owner, developer, dealer, broker or salesman; and(c) Cases involving specific performance of contractual and statutory obligations filed by buyers of subdivision lot or condominium unit against the owner, developer, dealer, broker or salesman. (Emphasis supplied)26Blacks Law Dictionary.27Ayala Life Assurance, Inc. v. Ray Burton Development Corporation, G.R. No. 163075, January 23, 2006, 479 SCRA 462, 469.28Congregation of the Religious of the Virgin Mary v. Orola, G.R. No. 169790, April 30, 2008, 553 SCRA 578, 585.29Co Chien v. Sta. Lucia Realty & Development Inc., G.R. No. 162090, January 31, 2007, 513 SCRA 570, 577-578.30Marbella-Bobis v. Bobis. G.R. No. 138509, July 31, 2000, 336 SCRA 747, 752.31Antipolo Realty Corporation v. National Housing Authority, No. L-50444, August 31, 1987, 153 SCRA 399, 407.32Industrial Enterprises, Inc. v. Court of Appeals, G.R. No. 88550, April 18, 1990, 184 SCRA 426, 431-432.33Provident Tree Farms, Inc. v. Batario, Jr., G.R. No. 92285, March 28, 1994, 231 SCRA 463, 469-470; Saavedra, Jr. v. Department of Justice, G.R. No. 93173, September 15, 1993, 226 SCRA 438, 442-443; Presidential Commission on Good Government v. Pea, No. L-77663, April 12, 1988, 159 SCRA 556, 567-568; Pambujan Sur United Mine Workers v. Samar Mining Co., Inc., 94 Phil 932, 941 (1954).34Rollo, p. 4935Millares v. National Labor Relations Commission, G.R. No. 110524, July 29, 2002, 385 SCRA 306, 316.36Yu v. Tatad, G.R. No. 170979, February 9, 2011, 642 SCRA 421, 428.

Republic of the PhilippinesSUPREME COURTManilaTHIRD DIVISIONG.R. No. 178511 December 4, 2008MA. BELEN FLORDELIZA C. ANG-ABAYA, FRANCIS JASON A. ANG, HANNAH ZORAYDA A. ANG, and VICENTE G. GENATO,petitioners,vs.EDUARDO G. ANG,respondent.D E C I S I O NYNARES-SANTIAGO,J.:This Petition for Review onCertiorari1under Rule 45 of the Rules of Court assails the March 6, 2007 Decision2of the Court of Appeals in CA-G.R. SP No. 94708, which nullified and set aside the July 26, 2005 and March 29, 2006 Resolutions3of the Secretary of Justice in I.S. No. MAL-2004-1167 directing the withdrawal of the information filed against petitioners for violation of Section 74 of the Corporation Code. Also assailed is the June 19, 2007 Resolution4denying the Motion for Reconsideration.Vibelle Manufacturing Corporation (VMC) and Genato Investments, Inc. (Genato) (collectively referred to as "the corporations") are family-owned corporations, where petitioners Ma. Belen Flordeliza C. Ang-Abaya (Flordeliza), Francis Jason A. Ang (Jason), Vincent G. Genato (Vincent), Hanna Zorayda A. Ang (Hanna) and private respondent Eduardo G. Ang (Eduardo) are shareholders, officers and members of the board of directors.Prior to the instant controversy, VMC, Genato, and Oriana Manufacturing Corporation (Oriana) filed Civil Case No. 4257-MC, which is a case for damages with prayer for issuance of a temporary restraining order (TRO) and/or writ of preliminary injunction against herein respondent Eduardo, together with Michael Edward Chi Ang (Michael), and some other persons for allegedly conniving to fraudulently wrest control/management of the corporations.5Eduardo allegedly borrowed substantial amounts of money from the said corporations without any intention to repay; that he repeatedly demanded for increases in his monthly allowance and for more cash advances contrary to existing corporate policies; that he harassed petitioner Flordeliza to transfer and/or sell certain corporate and personal properties in order to pay off his personal obligations; that he attempted to forcibly evict petitioner Jason from his office and claim it as his own; that he interfered with and disrupted the daily business operations of the corporations; that Michael was placed on preventive suspension due to prolonged absence without leave and commission of acts of disloyalty such as carrying out orders of Eduardo which were detrimental to their business, using privileged information and confidential documents/data obtained in his capacity as Vice President of the corporations, and admitting to have sabotaged their distribution system and operations.During the pendency of Civil Case No. 4257-MC, particularly in July, 2004, Eduardo sought permission to inspect the corporate books of VMC and Genato on account of petitioners alleged failure and/or refusal to update him on the financial and business activities of these family corporations.6Petitioners denied the request claiming that Eduardo would use the information obtained from said inspection for purposes inimical to the corporations interests, considering that: "a) he is harassing and/or bullying the Corporation[s] into writing off P165,071,586.55 worth of personal advances which he had unlawfully obtained in the past; b) he is unjustly demanding that he be given the office currently occupied by Mr. Francis Jason Ang, the Vice-President for Finance and Corporate Secretary; c) he is usurping the rights belonging exclusively to the Corporation; and d) he is coercing and/or trying to inveigle the Directors and/or Officers of the Corporation to give in to his baseless demands involving specific corporate assets."7Because of petitioners refusal to grant his request to inspect the corporate books of VMC and Genato, Eduardo filed an Affidavit-Complaint8against petitioners Flordeliza and Jason, charging them with violation (two counts) of Section 74, in relation to Section 144, of the Corporation Code of the Philippines.9Ma. Belinda G. Sandejas (Belinda), Vincent, and Hanna were subsequently impleaded for likewise denying respondents request to inspect the corporate books.Petitioners filed a Joint Counter-Affidavit praying for the dismissal of the complaint for lack of factual and legal basis, or for the suspension of the same while Civil Case No. 4257-MC is still pending resolution.10They denied violating Section 74 of the Corporation Code and reiterated the allegations contained in their complaint in Civil Case No. 4257-MC. Petitioners blamed Eduardos lavish lifestyle, which is funded by personal loans and cash advances from the family corporations. They alleged that Eduardo consistently pressured petitioner Flordeliza, his daughter, to improperly transfer ownership of the corporations V.A.G. Building to him;11to disregard the company policy prohibiting advances by shareholders; to unduly increase his corporate monthly allowance; and to sell her Wack-Wack Golf proprietary share and use the proceeds thereof to pay his personal financial obligations. When the proposed transfer of the V.A.G. Building did not materialize, petitioners claim that Eduardo instituted an action to compel the donation of said property to him.12Furthermore, they claim that Eduardo attempted to forcibly evict petitioner Jason from his office at VMC so he can occupy the same; that Eduardo and his cohorts constantly created trouble by intervening in the daily operations of the corporations without the knowledge or consent of the board of directors.Meanwhile, in Civil Case No. 4257-MC, the trial court rendered a Decision granting the permanent injunction applied for by the corporations.13However, the Court of Appeals subsequently rendered a Decision14declaring that Eduardo, his son Michael, and the other persons impleaded in Civil Case No. 4257-MC, were imprudently declared in default by the trial court. The appellate court thus annulled the permanent injunction issued by the trial court and remanded the case for further proceedings. VMC, Genato, and Oriana corporations filed a Petition for Review onCertioraribefore this Court, but the same was denied for failure to sufficiently show any reversible error in the Decision of the Court of Appeals.15The three corporations filed a Motion for Reconsideration, but the same was denied with finality on June 25, 2008.Meanwhile, on February 3, 2005, the City Prosecutors Office of Malabon City issued a Resolution16recommending that petitioners be charged with two counts of violation of Section 74 of the Corporation Code, but dismissed the complaint against Belinda for lack of evidence.17Petitioners filed a Petition for Review18before the Department of Justice (DOJ), which reversed the recommendation of the City Prosecutor of Malabon City.19The dispositive portion of the DOJ Resolution dated July 26, 2005, reads:Wherefore, premises considered, the assailed resolution is REVERSED and SET ASIDE. The City Prosecutor of Malabon City is hereby directed to cause the withdrawal of the corresponding information filed against respondents [herein petitioners] for violation of Section 74 of the Corporation Code of the Philippines and to report the action taken thereon within ten (10) days from the receipt hereof.SO ORDERED.20The DOJ denied Eduardos Motion for Reconsideration21in a Resolution22dated March 29, 2006. On appeal, the Court of Appeals rendered the assailed Decision, the dispositive portion of which states:WHEREFORE, the instant petition is partially GRANTED. The assailed Resolutions of public respondent dated July 26, 2005 and March 29, 2006 are hereby NULLIFIED and SET ASIDE. However, due to the present existence of a prejudicial question, the criminal case docketed I.S. No. MAL-2004-1167 is hereby SUSPENDED until Civil Case No. 4257-MC is decided on the merits with finality.23The appellate court ruled that the Secretary of Justice committed grave abuse of discretion amounting to lack or excess of jurisdiction in reversing the Resolutions of the Malabon City Prosecutor and in finding that Eduardo did not act in good faith when he demanded for the examination of VMC and Genatos corporate books. It further held that Eduardo can demand said examination as a stockholder of both corporations; that Eduardo raised legitimate questions that necessitated inspection of the corporate books and records; and that petitioners refusal to allow inspection created probable cause to believe that they have committed a violation of Section 74 of the Corporation Code.On June 19, 2007, the Court of Appeals denied the Motions for Reconsideration filed by petitioners and the Secretary of Justice.24Hence, this petition raising the following issues:WHETHER OR NOT THE HONORABLE COURT OF APPEALS WAS CORRECT IN ITS FINDING THAT THE HONORABLE JUSTICE SECRETARYS REVERSAL OF THE MALABON CITY PROSECUTORSRESOLUTIONFINDING PROBABLE CAUSE AGAINST HEREIN PETITIONERS WAS DONE CONTRARY TO THE APPLICABLE LAW AND JURISPRUDENCE TANTAMOUNT TO GRAVE ABUSE OF DISCRETION.WHETHER OR NOT THE HONORABLE JUSTICE SECRETARY COMMITTED GRAVE ABUSE OF DISCRETION AMOUNTING TO LACK OR EXCESS OF JURISDICTION IN REVERSING THE RESOLUTION OF THE MALABON CITY PROSECUTOR FINDING PROBABLE CAUSE AGAINST PETITIONERS AFTER PRELIMINARY INVESTIGATION FOR VIOLATION OF SECTION 74 OF THE CORPORATION CODE OF THE PHILIPPINES.WHETHER OR NOT THE HONORABLE JUSTICE SECRETARY COMMITTED GRAVE ABUSE OF DISCRETION AMOUNTING TO LACK OR EXCESS OF JURISDICTION IN FINDING THAT PETITIONERS ACTED IN GOOD FAITH WHEN THEY DENIED PRIVATE RESPONDENTS DEMAND FOR INSPECTION OF CORPORATE BOOKS.25We grant the petition.Probable cause, for purposes of filing a criminal information, has been defined as such facts as are sufficient to engender a well-founded belief that a crime has been committed and that respondent is probably guilty thereof. It is such a state of facts in the mind of the prosecutor as would lead a person of ordinary caution and prudence to believe or entertain an honest or strong suspicion that a thing is so. The term does not mean "actual or positive cause;" nor does it import absolute certainty. It is merely based on opinion and reasonable belief. Thus, a finding of probable cause does not require an inquiry into whether there is sufficient evidence to procure a conviction. It is enough that it is believed that the act or omission complained of constitutes the offense charged. Precisely, there is a trial for the reception of prosecutions evidence in support of the charge."26The determination of the existence of probable cause lies within the discretion of the prosecuting officers after conducting a preliminary investigation upon complaint of an offended party. Their decisions are reviewable by the Secretary of Justice who may direct the filing of the corresponding information or to move for the dismissal of the case.27In reversing the Resolutions of the Secretary of Justice directing the withdrawal of the information filed against petitioners for lack of probable cause, the Court of Appeals held that it was beyond the Secretary of Justices authority to determine the motives of Eduardo in seeking an inspection of the corporations books and papers.In order that probable cause to file a criminal case may be arrived at, or in order to engender the well-founded belief that a crime has been committed, the elements of the crime charged should be present.28This is based on the principle that every crime is defined by its elements, without which there should be at the most no criminal offense.InGokongwei, Jr. v. Securities and Exchange Commission,29this Court explained the rationale behind a stockholder's right to inspect corporate books, to wit:The stockholder's right of inspection of the corporation's books and records is based upon their ownership of the assets and property of the corporation. It is, therefore, an incident of ownership of the corporate property, whether this ownership or interest be termed an equitable ownership, a beneficial ownership, or a quasi-ownership. This right is predicated upon the necessity of self-protection. It is generally held by majority of the courts that where the right is granted by statute to the stockholder, it is given to him as such and must be exercised by him with respect to his interest as a stockholder and for some purpose germane thereto or in the interest of the corporation.In other words, the inspection has to be germane to the petitioner's interest as a stockholder, and has to be proper and lawful in character and not inimical to the interest of the corporation.30InRepublic v. Sandiganbayan,31the Court declared that the right to inspect and/or examine the records of a corporation under Section 74 of the Corporation Code is circumscribed by the express limitation contained in the succeeding proviso, which states that:[I]t shall be a defense toanyaction under this section that the person demanding to examine and copy excerpts from the corporation's records and minuteshas improperly used any information securedthrough any prior examination of the records or minutes of such corporation or of any other corporation,orwas not acting in good faith or for a legitimate purpose in making his demand. (Emphasis supplied)Thus, contrary to Eduardos insistence, the stockholders right to inspect corporate books is not without limitations. While the right of inspection was enlarged under the Corporation Code as opposed to the old Corporation Law (Act No. 1459, as amended),It is now expressly requiredas a condition for such examination that the one requesting it must not have been guilty of using improperly any information secured through a prior examination, or that the person asking for such examination must be acting in good faith and for a legitimate purpose in making his demand.32(Emphasis supplied)In order therefore for the penal provision under Section 144 of the Corporation Code to apply in a case of violation of a stockholder or members right to inspect the corporate books/records as provided for under Section 74 of the Corporation Code, the following elements must be present:First. A director, trustee, stockholder or member has made a prior demand in writing for a copy of excerpts from the corporations records or minutes;Second. Any officer or agent of the concerned corporation shall refuse to allow the said director, trustee, stockholder or member of the corporation to examine and copy said excerpts;Third. If such refusal is made pursuant to a resolution or order of the board of directors or trustees, the liability under this section for such action shall be imposed upon the directors or trustees who voted for such refusal; and,Fourth. Where the officer or agent of the corporation sets up the defense that the person demanding to examine and copy excerpts from the corporations records and minutes has improperly used any information secured through any prior examination of the records or minutes of such corporation or of any other corporation, or was not acting in good faith or for a legitimate purpose in making his demand, the contrary must be shown or proved.Thus, in a criminal complaint for violation of Section 74 of the Corporation Code, the defense of improper use or motive is in the nature of a justifying circumstance that would exonerate those who raise and are able to prove the same. Accordingly, where the corporation denies inspection on the ground of improper motive or purpose, the burden of proof is taken from the shareholder and placed on the corporation.33This being the case, it would be improper for the prosecutor, during preliminary investigation, to refuse or fail to address the defense of improper use or motive, given its express statutory recognition. In the past we have declared that if justifying circumstances are claimed as a defense, they should have at least been raised during preliminary investigation;34which settles the view that the consideration and determination of justifying circumstances as a defense is a relevant subject of preliminary investigation.A preliminary investigation is in effect a realistic judicial appraisal of the merits of the case; sufficient proof of the guilt of the criminal respondent must be adduced so that when the case is tried, the trial court may not be bound, as a matter of law, to order an acquittal.35Although a preliminary investigation is not a trial and is not intended to usurp the function of the trial court, it is not a casual affair; the officer conducting the same investigates or inquires into the facts concerning the commission of the crime with the end in view of determining whether or not an information may be prepared against the accused.36After all, the purpose of preliminary investigation is not only to determine whether there is sufficient ground to engender a well-founded belief that a crime has been committed and the respondent therein is probably guilty thereof and should be held for trial; it is just as well for the purpose of securing the innocent against hasty, malicious and oppressive prosecution, and to protect him from an open and public accusation of a crime, from the trouble, expense and anxiety of a public trial.37More importantly, in the appraisal of the case presented to him for resolution, the duty of a prosecutor is more to do justice and less to prosecute.38If the prosecutor is convinced during preliminary investigation of the validity of the respondents claim of a justifying circumstance, then he must dismiss the complaint; if not, then he must file the requisite information. This is his discretion, the exercise of which we grant sufficient latitude.39In the instant case, the Court finds that the Court of Appeals erred in declaring that the Secretary of Justice exceeded his authority when he conducted an inquiry on the petitioners defense of improper use and motive on Eduardos part. As a necessary element in the offense of refusal to honor a stockholder/members right to inspect the corporate books/records, it was incumbent upon the Secretary of Justice to determine that all the elements which constitute said offense are present, in line with our ruling inDuterte v. Sandiganbayan.A preliminary investigation is the crucial sieve in the criminal justice system which spells for an individual the difference between months if not years of agonizing trial and possibly jail term, on the one hand, and peace of mind and liberty, on the other. Thus, we have characterized the right to a preliminary investigation as not a mere formal or technical right but a substantive one, forming part of due process in criminal justice.40Due process, in the instant case, requires that an inquiry into the motive behind Eduardos attempt at inspection should have been made even during the preliminary investigation stage, just as soon as petitioners set up the defense of improper use and motive.Petitioners argue that Eduardos demand for an inspection of the corporations books is based on the latters attempt in bad faith at having his more than P165 million advances from the corporations written off; that Eduardo is unjustly demanding that he be given the office of Jason, or the Vice Presidency for Finance and Corporate Secretary; that Eduardo is usurping rights belonging exclusively to the corporations; and Eduardos attempts at coercing the corporations, their directors and officers into giving in to his baseless demands involving specific corporate assets. Specifically, petitioners accuse Eduardo of the following:1. He is a spendthrift, using the family corporations resources to sustain his extravagant lifestyle. During his incumbency as officer of VMC and Genato (from 1984 to 2000), he was able to obtain massive amounts by way of cash advances from these corporations, amounting to more than P165 million;2. He is exercising undue pressure upon petitioners in order to acquire ownership, through the forced execution of a deed of donation, over the VAG Building in San Juan, which building belongs to Genato;3. He is putting pressure on the corporations, through their directors and officers, for the latter to disregard their respective policies which prohibit the grant of cash advances to stockholders.4. At one time, he coerced Flordeliza for the latter to sell her Wack-Wack Golf Proprietary Share;5. In May 2003, without the requisite authority, he called a "stockholders meeting" to demand an increase in his P140,000.00 monthly allowance from the corporation to P250,000.00; demand a cash advance of US$10,000; and to demand that the corporations shoulder the medical and educational expenses of his family as well as those of the other stockholders;6. In November 2003, he demanded that he be given an office within the corporations premises. In December 2003, he stormed the corporations common office, ordered the employees to vacate the premises, summoned the directors to a meeting, and there he berated them for not acting on his requests. In January 2004, he returned to the office, demanding the transfer of the Accounting Department and for Jason to vacate his office by the end of the month. He likewise left a letter which contained his demands. At the end of January 2004, he returned, ordered the employees to leave the premises and demanded that Jason surrender his office and vacate his desk. He did this no less than four (4) times. As a result, the respective boards of directors of the corporations resolved to ban him from the corporate premises;7. He has been interfering in the everyday operations of VMC and Genato, usurping the duties, rights and authority of the directors and officers thereof. He attempted to lease out a warehouse within the VMC premises without the knowledge and consent of its directors and officers; during the wake of the former President of VMC and Genato, he issued instructions for the employees to close down operations for the whole duration of the wake, against the corporate officers instructions to attend the wake by batch, so as not to hamper business operations; he has caused chaos and confusion in VMC and Genato as a result;418. He is out to sabotage the family corporations.42These serious allegations are supported by official and other documents, such as board resolutions, treasurers affidavits and written communication from the respondent Eduardo himself, who appears to have withheld his objections to these charges. His silence virtually amounts to an acquiescence.43Taken together, all these serve to justify petitioners allegation that Eduardo was not acting in good faith and for a legitimate purpose in making his demand for inspection of the corporate books. Otherwise stated, there is lack of probable cause to support the allegation that petitioners violated Section 74 of the Corporation Code in refusing respondents request for examination of the corporation books.WHEREFORE, the Petition for Review onCertiorariisGRANTED. The March 6, 2007 Decision and June 19, 2007 Resolution of the Court of Appeals in CA-G.R. SP No. 94708 areREVERSED and SET ASIDE. The July 26, 2005 and March 29, 2006 Resolutions of the Secretary of Justice directing the withdrawal of the information filed against petitioners for violation of Section 74 of the Corporation Code are accordinglyREINSTATED and AFFIRMED.SO ORDERED.CONSUELO YNARES-SANTIAGOAssociate Justice

WE CONCUR:MA. ALICIA AUSTRIA-MARTINEZAssociate Justice

CONCHITA CARPIO MORALESAssociate JusticeMINITA V. CHICO-NAZARIOAssociate Justice

RUBEN T. REYESAssociate Justice

A T T E S T A T I O NI 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.CONSUELO YNARES-SANTIAGOAssociate JusticeChairperson Third Division

C E R T I F I C A T I O NPursuant 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.REYNATO S. PUNOChief Justice

Footnotes*In lieu of Associate Justice Antonio Eduardo B. Nachura.1Rollo, pp. 3-46.2Id. at 51-63; penned by Associate Justice Ramon M. Bato, Jr. and concurred in by Associate Justices Remedios A. Salazar-Fernando and Jose C. Mendoza.3Id. at 249-252 and 253.4Id. at 65-66.5Id. at 134-162, entitled "Vibelle Manufacturing Corporation, Genato Investments, Incorporated, and Oriana Manufacturing Corporation v. Eduardo Genato Ang, Michael Edward Chi Ang, and John Does and Jane Does." The case was raffled to Branch 74 of the Regional Trial Court of Malabon City.6Id. at 124 and 125.7Id. at 221 and 223.8Id. at 117-121: I.S. No. Mal. 2004-1167.9Batas Pambansa Blg. 68(1980),Sec. 74. Books to be kept; stock transfer agent. - Every corporation shall keep and carefully preserve at its principal office a record of all business transactions and minutes of all meetings of stockholders or members, or of the board of directors or trustees, in which shall be set forth in detail the time and place of holding the meeting, how authorized, the notice given, whether the meeting was regular or special, if special its object, those present and absent, and every act done or ordered done at the meeting. Upon the demand of any director, trustee, stockholder or member, the time when any director, trustee, stockholder or member entered or left the meeting must be noted in the minutes; and on a similar demand, the yeas and nays must be taken on any motion or proposition, and a record thereof carefully made. The protest of any director, trustee, stockholder or member on any action or proposed action must be recorded in full on his demand.The records of all business transactions of the corporation and the minutes of any meetings shall be open to inspection by any director, trustee, stockholder or member of the corporation at reasonable hours on business days and he may demand, in writing, for a copy of excerpts from said records or minutes, at his expense.Any officer or agent of the corporation who shall refuse to allow any director, trustees, stockholder or member of the corporation to examine and copy excerpts from its records or minutes, in accordance with the provisions of this Code, shall be liable to such director, trustee, stockholder or member for damages, and in addition, shall be guilty of an offense which shall be punishable under Section 144 of this Code: Provided, That if such refusal is made pursuant to a resolution or order of the board of directors or trustees, the liability under this section for such action shall be imposed upon the directors or trustees who voted for such refusal: and Provided, further, That it shall be a defense to any action under this section that the person demanding to examine and copy excerpts from the corporation's records and minutes has improperly used any information secured through any prior examination of the records or minutes of such corporation or of any other corporation, or was not acting in good faith or for a legitimate purpose in making his demand.Stock corporations must also keep a book to be known as the "stock and transfer book", in which must be kept a record of all stocks in the names of the stockholders alphabetically arranged; the installments paid and unpaid on all stock for which subscription has been made, and the date of payment of any installment; a statement of every alienation, sale or transfer of stock made, the date thereof, and by and to whom made; and such other entries as the by-laws may prescribe. The stock and transfer book shall be kept in the principal office of the corporation or in the office of its stock transfer agent and shall be open for inspection by any director or stockholder of the corporation at reasonable hours on business days.No stock transfer agent or one engaged principally in the business of registering transfers of stocks in behalf of a stock corporation shall be allowed to operate in the Philippines unless he secures a license from the Securities and Exchange Commission and pays a fee as may be fixed by the Commission, which shall be renewable annually: Provided, That a stock corporation is not precluded from performing or making transfer of its own stocks, in which case all the rules and regulations imposed on stock transfer agents, except the payment of a license fee herein provided, shall be applicable.Sec. 144. Violations of the Code. - Violations of any of the provisions of this Code or its amendments not otherwise specifically penalized therein shall be punished by a fine of not less than one thousand (P1,000.00) pesos but not more than ten thousand (P10,000.00) pesos or by imprisonment for not less than thirty (30) days but not more than five (5) years, or both, in the discretion of the court. If the violation is committed by a corporation, the same may, after notice and hearing, be dissolved in appropriate proceedings before the Securities and Exchange Commission: Provided, That such dissolution shall not preclude the institution of appropriate action against the director, trustee or officer of the corporation responsible for said violation: Provided, further, That nothing in this section shall be construed to repeal the other causes for dissolution of a corporation provided in this Code.10Rollo, pp. 67-74.11The VAG Building was initially intended to be transferred or donated to Eduardo, subject to certain conditions pursuant to the request or suggestion of the late Belen K. Genato (Rollo, pp. 903-907); however, said transfer did not materialize (Rollo, pp. 190-191).12Civil Case No. Q-0453241 filed with the Regional Trial Court of Quezon City, Branch 100. The case was dismissed in an Order of the RTC-QC dated January 6, 2006.13Rollo, pp. 505-512, the dispostive portion of which, reads:WHEREFORE, premises considered, judgment is hereby rendered:1. Permanently enjoining defendants Eduardo Genato Ang and Michael Edward Chi Ang, and/or any of their agents, representatives, lawyers, assignees, heirs, or any other persons acting under their authority or instructions, from:a. Occupying, demanding, claiming or otherwise attempting to occupy any position or office in Plaintiff corporations, (except those concomitant to their rights as stockholders, as the case may be), without the consent of the boards of directors of plaintiff corporations;b. Entering the offices of plaintiff corporations located at 18 J.P. Bautista Ave., Malabon City, Metro Manila, or any of plaintiff corporations satellite offices, business centers, distribution offices, warehouses, or any other property belonging to plaintiff corporations or otherwise used by them, without consent of the boards of directors of plaintiff corporations;c. Communicating with the officers and employees, clients, distributors, business associates of plaintiff corporations, as well as pertinent government agencies, for the purpose of sowing enmity between said persons and plaintiff corporations, or to otherwise disrupt the smooth operation and management of plaintiff corporations;d. Usurping or exercising rights, privileges or property belonging to plaintiff corporations, or representing plaintiff corporations or acting for and in behalf of plaintiff corporations in any transactions or dealing with clients, distributors and banks of plaintiff corporations, or government agencies, or any other persons with business with plaintiff corporations;e. Seizing, interfering with or otherwise disrupting the management, operations and/or business of plaintiff corporations, and other similar acts of harassment and extortion that would tend to cause damage to plaintiff corporations.Further, defendants are hereby ordered to pay plaintiffs the amount of P500,000.00 for and as attorneys fees and costs of the suit.SO ORDERED.14CA-G.R. CV No. 84736, penned by Associate Justice Enrico A. Lanzanas and concurred in by Associate Justices Edgardo P. Cruz, and Jose C. Reyes, Jr.; Rollo, pp. 911-927.15In G.R. No. 178586.16Rollo, pp. 114-116; penned by 1stAssistant City Prosecutor Magno T. Pablo, Jr., as approved by Malabon City-Navotas Prosecutor Jorge G. Catalan, Jr.17Id. at 116 and 220: The City Prosecutor of Malabon found that Ma. Belinda G. Sandejas was not present during the board meeting on September 4, 2004 and did not vote on the Resolution denying Eduardos request to inspect the corporate books of VMC and GII;.18Id. at 423-438.19Id. at 249-252; penned by Undersecretary Ernesto L. Pineda.20Id. at 252.21Id. at 395-406.22Id. at 253.23Id. at 62-63.24CA rollo, pp. 513-532 and Rollo, pp. 672-683.25Rollo, pp. 24-25.26Villanueva v. Secretary of Justice, G.R. No. 162187, November 18, 2005, 475 SCRA 495, 511.27Advincula v. Court of Appeals, 397 Phil. 641, 650-651 (2000).28Duterte v. Sandiganbayan, G.R. No. 130191, April 27, 1998, 289 SCRA 721.29178 Phil. 266 (1979).30Id. at 314-315, citing Fletcher Cyc, Private Corporations, Vol. 5, 1976 Rev. Ed., . 2213, 2218 & 2222, pp. 693, 709, 725. (Emphasis supplied)31G.R. Nos. 88809 and 88858, July 10, 1991, 199 SCRA 39.32Gonzales v. Philippine National Bank, 207 Phil. 425, 430.335A Fletcher Cyc. Corp. . 2220, 2008.34People v. Caratao, G.R. No. 126281, June 10, 2003, 403 SCRA 482;People v. Dorado, G.R. No. 122248, February 11, 1999, 303 SCRA 61;People v. Ronquillo, G.R. No. 96125, August 31, 1995, 247 SCRA 793; People v. Salazar, G.R. No. 84391, April 7, 1993, 221 SCRA 170;People v. Vicente, G.R. No. L-31725, February 18, 1986, 141 SCRA 347.35Perez v. Ombudsman, G.R. No. 131445, May 27, 2004, 429 SCRA 357.36Sales v. Sandiganbayan, G.R. No. 143802, November 16, 2001, 369 SCRA 293.37Okabe v. Judge Gutierrez, G.R. No. 150185, May 27, 2004, 429 SCRA 685, citingPeople v. Poculan, 167 SCRA 176 (1988).38Estrada v. Desierto, G.R. Nos. 146710-15, March 2, 2001, 356 SCRA 108.39Camanag v. Guerrero, G.R. No. 121017, February 17, 1997, 268 SCRA 473.40Maza v. Gonzalez, G.R. Nos. 172074-76, June 1, 2007, 523 SCRA 318.41Court of Appeals Rollo, pages omitted, Joint Counter-Affidavit of Flordeliza Ang-Abaya and Jason Ang.42Id., Joint Counter-Affidavit of Hannah Ang and Vincent Genato.43Lagon v. Hooven Comalco Industries, Inc., G.R. No. 135657, January 17, 2001, 349 SCRA 363.

Republic of the PhilippinesSUPREME COURTBaguio CitySECOND DIVISIONG.R. No. 182573 April 23, 2014RAY SHU,Petitioner,vs.JAIME DEE, ENRIQUETO MAGPANTAY, RAMON MIRANDA, LARRY MACILLAN, AND EDWIN SO,Respondents.D E C I S I O NBRION,J.:We resolve the Rule 45 petit10n for review on certiorari filed by petitioner Ray Shu (petitioner) seeking the reversal of the decision1of the Court of Appeals (CA) dated June 19, 2007 and its resolution dated April 4, 2008. These assailed CA rulings annulled the resolution of the Secretary of Justice finding probable cause for falsification against the respondents.THE FACTUAL ANTECEDENTSThe petitioner is the President of the 3A Apparel Corporation. He filed a complaint before the National Bureau of Investigation (NB!) charging the respondents of falsification of two deeds of real estate mortgage submitted to the Metropolitan Bank and Trust Company (A4etrobank). Both deeds of real estate mortgage were allegedly signed by the petitioner, one in his own name while the other was on behalf of 3A Apparel Corporation.According to the petitioner, the respondents were employees of Metrobank. Respondents Jaime T. Dee and Edwin So signed the two deeds of real estate mortgage as witnesses; respondents Ramon S. Miranda and Enriqueto I. Magpantay notarized the deeds of real estate mortgage signed by the petitioner in his own behalf and for the corporation, respectively. The signature of respondent Larry Macillan, on the other hand, appeared in the deeds of real estate mortgage which he submitted to the Office of the Registrar of Deeds for San Juan, Metro Manila.2Based on these deeds, Metrobank foreclosed the two properties securing the 3A Apparel Corporations loan.3After investigation, the NBI filed a complaint with the City Prosecutor of Makati (city prosecutor) charging the respondents of the crime of forgery and falsification of public documents. The NBI supported the complaint with the Questioned Documents Report No. 746-1098 (questioned documents report) issued by its Questioned Documents Division. The questioned documents report states that the signatures of the petitioner which appear on the questioned deeds are not the same as the standard sample signatures he submitted to the NBI.4The respondents argued in their counter-affidavits that they were denied their right to due process during the NBI investigation because the agency never required them and Metrobank to submit the standard sample signatures of the petitioner for comparison.5The findings contained in the questioned documents report only covered the sample signatures unilaterally submitted by the petitioner as compared with the signatures appearing on the two deeds of real estate mortgage. An examination of the signatures of the petitioner which appear in several documents in Metrobanks possession revealed that his signatures in the questioned deeds are genuine.6The respondents also argued that the examination of the documents was conducted without the original copies of the questioned deeds of real estate mortgage.The Ruling of the City ProsecutorIn a resolution dated June 25, 1999, the city prosecutor found no probable cause against the respondents and, consequently, dismissed the complaint for lack of merit.The city prosecutor ruled that the questioned documents report is not conclusive evidence that the respondents committed the crime charged. It only proves that the sample signatures which were submitted solely by the petitioner are different from the signatures appearing on the questioned deeds. The pieces of evidence presented before the city prosecutor, which were not made available to the NBI and which the petitioner does not dispute prove that the same person executed the questioned deeds.7The city prosecutor found that the similarities in the sample signatures submitted by the respondents and the signatures on the two deeds of real estate mortgage are so striking that even a layman could see that they were written by one and the same person.Furthermore, the documents appended to the respondents counter-affidavit show that the petitioner availed of the credit line and benefited from its proceeds. Sufficient consideration also supported the execution of the two deeds of mortgage.8The city prosecutor also concluded that the petitioner used his passport when he executed the questioned deeds before the respondents-notaries public Magpantay and Miranda, without informing these notaries that the passport had already been cancelled. This finding presumed the regularity of the performance of duty of a notary public.9The petitioner appealed the city prosecutor resolution to the Secretary of Justice.10The Ruling of the Secretary of JusticeThe Secretary of Justice reversed the city prosecutors findings. She ruled that the city prosecutor failed to consider the evidentiary value of the findings of the NBI questioned documents experts. This NBI finding is entitled to full faith and credit in the absence of proof of irregularity in the performance of the experts duties.11According to the Secretary, the expert evidence, the disclaimer of the petitioner that he did not sign any promissory note, the lack of proof of receipt of the proceeds of the loan, all tended to prove that he did not execute the subject deeds. The complainants evidence is more credible and suffices to establish probable cause for falsification, as against the respondents questionable and flawed supporting documents.12In addition, the finding of the city prosecutor that the petitioners credit line with Metrobank is sufficient consideration for the execution of the questioned deeds, even if not palpably erroneous, is still gratuitous and conjectural.13The Secretary of Justice denied the respondents motion for reconsideration prompting them to file a petition for certiorari with the CA. The respondents alleged that the Secretary of Justice committed grave abuse of discretion amounting to lack or excess of jurisdiction in issuing the assailed resolution.14The ruling of the Court of AppealsThe CA granted the petition and annulled the assailed resolution of the Secretary of Justice.15According to the CA, the respondents were denied their right to due process in the proceedings before the NBI and the Secretary of Justice.16In the proceedings before the NBI, the respondents were not furnished a copy of the complaint and were not likewise required to file their answer or to present countervailing evidence. All the evidence at the NBI level were solely provided by the petitioner.17In the proceedings before the Secretary of Justice, the respondents were not furnished with the petition for review that the petitioner filed. They were not even required to file their answer nor to comment.18The CA also found that the persons who had been directly and personally involved in the investigation of the case, like the NBI investigating agent and the city prosecutor, were convinced that the evidence were not sufficient for purposes of filing charges against the respondents. The recommendation for the filing of the complaint came from the NBI chiefs and the Secretary of Justice who did not personally investigate the case.19The CA affirmed the findings of the city prosecutor as he had the opportunity to examine the documents submitted by the parties, including the respondents evidence which the NBI did not consider. The CA denied the petitioners motion for reconsideration;20hence, the present petition.The Petitioners PositionThe petitioner assigned the following errors:First, the CA sweepingly relied on the respondents allegation that they had been denied due process in the proceedings before the Secretary of Justice despite their active participation in the proceedings through the filing of a motion for reconsideration.21Second, the CA erred in giving credence to the findings of the investigating NBI agent and the city prosecutor. The Secretary of Justice is the ultimate authority who decides which of the conflicting theories of the complainant and the respondents should be given weight.22Third, an NBI experts examination of certain contested documents at the request of a private litigant does not necessarily nullify the examination made. Its purpose is to assist the court exercising jurisdiction over the case in the performance of its duty to correctly settle the issue related to the documents.23The Respondents PositionIn the respondents Comment and Memorandum, they reiterated their argument that they were prevented from participating in the proceedings before the NBI and the Secretary of Justice, resulting in the denial of their right to due process.24Moreover, the questioned documents report issued by the NBI was one-sided, thus, casting doubt on its veracity and reliability; thus, it deserves no weight and credence.25The Secretary of Justice erred in giving more weight to the questioned documents report and the petitioners self-serving denials.26In addition, the respondents argued that there was no evidence pointing to them as the perpetrators of the forgery, if indeed there had been any. The expert opinion, disclaimer of the petitioner and the alleged lack of proof of receipt of the proceeds of the loan could only support a finding that the petitioner did not execute the questioned deeds or obtain loans from the bank. Too, there was no evidence that the respondents would gain pecuniary benefits from the commission of the crime.27The Courts rulingWe find the petition meritorious.The respondents were not denied their right to due processWe find no merit in the respondents claim that they were denied due process when they were not informed by the Secretary of Justice of the pendency of the petitioners appeal.The essence of due process is simply the opportunity to be heard. What the law prohibits is not the absence of previous notice but its absolute absence and lack of opportunity to be heard. Sufficient compliance with the requirements of due process exists when a party is given a chance to be heard through his motion for reconsideration.28In the present case, we do not find it disputed that the respondents filed with the Secretary of Justice a motion for reconsideration of her resolution. Therefore, any initial defect in due process, if any, was cured by the remedy the respondents availed of.On the respondents allegation that they were denied due process during the NBI investigation, we stress that the functions of this agency are merely investigatory and informational in nature. It has no judicial or quasi-judicial powers and is incapable of granting any relief to any party. It cannot even determine probable cause. The NBI is an investigative agency whose findings are merely recommendatory. It undertakes investigation of crimes upon its own initiative or as public welfare may require in accordance with its mandate. It also renders assistance when requested in the investigation or detection of crimes in order to prosecute the persons responsible.29Since the NBIs findings were merely recommendatory, we find that no denial of the respondents due process right could have taken place; the NBIs findings were still subject to the prosecutors and the Secretary of Justices actions for purposes of finding the existence of probable cause.We find it significant that the specimen signatures in the possession of Metrobank were submitted by the respondents for the consideration of the city prosecutor and eventually of the Secretary of Justice during the preliminary investigation proceedings. Thus, these officers had the opportunity to examine these signatures.The respondents were not likewise denied their right to due process when the NBI issued the questioned documents report. We note that this report merely stated that the signatures appearing on the two deeds and in the petitioners submitted sample signatures were not written by one and the same person.30Notably, there was no categorical finding in the questioned documents report that the respondents falsified the documents. This report, too, was procured during the conduct of the NBIs investigation at the petitioners request for assistance in the investigation of the alleged crime of falsification. The report is inconclusive and does not prevent the respondents from securing a separate documents examination by handwriting experts based on their own evidence. On its own, the NBIs questioned documents report does not directly point to the respondents involvement in the crime charged. Its significance is that, taken together with the other pieces of evidence submitted by the parties during the preliminary investigation, these evidence could be sufficient for purposes of finding probable cause the action that the Secretary of Justice undertook in the present case.The Secretary of Justice did not commit grave abuse of discretionProbable cause pertains to facts and circumstances sufficient to support a well-founded belief that a crime has been committed and the accused is probably guilty thereof.31It is well-settled that in order to arrive at a finding of probable cause, the elements of the crime charged should be present. In determining these elements for purposes of preliminary investigation, only facts sufficient to support a prima facie case against the respondent are required, not absolute certainty. Thus, probable cause implies mere probability of guilt, i.e., a finding based on more than bare suspicion but less than evidence that would justify a conviction.32The elements of falsification of public documents are as follows: (1) the offender is a private individual or a public officer or employee who did not take advantage of his official position; (2) he committed any of the acts of falsification enumerated in Article 171 of the RPC; and (3) the falsification was committed in a public, official or commercial document.33In light of the discussion above, we rule that the findings of the Secretary of Justice are more in accord with the duty to determine the existence of probable cause than the findings of the city prosecutor.Contrary to the respondents assertions, the Secretary of Justice did not just merely give credence to the questioned documents report and the petitioners self-serving allegations.1wphi1The Secretary of Justice made a holistic review of the parties submitted pieces of evidence in ruling that "the expert evidence, the disclaimer of the petitioner that he did not sign any promissory note, the lack of proof of receipt of the proceeds of the loan, all tend to prove that he did not execute the subject deeds. Also, the finding in the assailed resolution that the credit line of the petitioner with Metrobank is sufficient consideration for him to have executed the deeds is gratuitous and conjectural."From the evidence submitted by the parties, the petitioner offered sufficient evidence showing that falsification might have been committed and that the respondents might have been responsible therefor. The NBIs questioned documents report states that the questioned deeds of mortgage and the sample signatures submitted by the petitioner were not written by one and the same person. It was also shown that the respondents Dee, So, Magpantay and Miranda signed and participated in the execution of the two deeds of real estate mortgage and the respondent Macillan signed and submitted these documents to the Office of the Registrar of Deeds for San Juan, Metro Manila. The petitioner also submitted evidence that the passport used in notarizing the documents was a cancelled passport. Furthermore, as the Secretary of Justice found, the respondents did not show that the petitioner received the proceeds of the loan.The findings of the city prosecutor are not proper in a preliminary investigation but should be threshed out in a full-blown trialIn contrast, the city prosecutor negated the questioned documents report issued by the NBI. He concluded that the documents submitted by the respondents showed that even a layman could see the striking similarities of the alleged signatures of the petitioner in the questioned deeds and in the documents submitted by the respondents. He also concluded that the petitioner misrepresented to the respondents-notaries public Miranda and Magpantay that the passport used in notarizing the questioned deeds was not yet cancelled.In arriving at these conclusions, the city prosecutor already delved into the merits of the respondents defense. This is contrary to the well-settled rule that the validity and merits of a partys defense and accusation, as well as admissibility of testimonies and evidence, are better ventilated during trial proper than at the preliminary investigation level.34The allegations adduced by the prosecution will be put to test in a full-blown trial in which evidence shall be analyzed, weighed, given credence or disproved.35The preliminary investigation is not the occasion for the full and exhaustive display of the parties evidence.36Simply put, in determining probable cause, the average man weighs facts and circumstances without resorting to the rules of evidence that, as a rule, is outside his technical knowledge.37That the findings of the city prosecutor should be ventilated in a full-blown trial is highlighted by the reality that the authenticity of a questioned signature cannot be determined solely upon its general characteristics, or its similarities or dissimilarities with the genuine signature.38The duty to determine the authenticity of a signature rests on the judge who must conduct an independent examination of the signature itself in order to arrive at a reasonable conclusion as to its authenticity. Thus, Section 22 of Rule 132 of the Rules of Court explicitly authorizes the court, by itself, to make a comparison of the disputed handwriting "with writings admitted or treated as genuine by the party against whom the evidence is offered, or proved to be genuine."39Read in this light, the respondents' defense that there are striking similarities in the specimen signatures they submitted and those of the questioned deeds is a matter of evidence whose consideration is proper only in a full-blown trial. In that proper forum, the respondents can present evidence to prove their defense and controvert the questioned documents report; they can raise as issue the alleged irregularities in the conduct of the examination.The Secretary of Justice has the power to review the findings of the city prosecutorWe also find that the CA erred in ruling that the city prosecutor's findings should be given more weight than the findings of the Secretary of Justice.The determination of probable cause is essentially an executive function, lodged in the first place on the prosecutor who conducted the preliminary investigation. The prosecutor's ruling is reviewable by the Secretary who, as the final determinative authority on the matter, has the power to reverse, modify or affirm the prosecutor's determination.40It is well-settled that the findings of the Secretary of Justice are not subject to interference by the courts, save only when he acts with grave abuse of discretion amounting to lack or excess of jurisdiction; when he grossly misapprehends facts; when he acts in a manner so patent and gross as to amount to an evasion of positive duty or a virtual refusal to perform the duty enjoined by law; or when he acts outside the contemplation of law.41Contrary to the findings of the CA, we find that the Secretary of Justice did not gravely abuse the exercise of her discretion in reversing the findings of the city prosecutor.WHEREFORE, we GRANT the petition and REVERSE and SET ASIDE the decision of the Court of Appeals dated June 19, 2007 and its resolution dated April 4, 2008.SO ORDERED.ARTURO D. BRIONAssociate JusticeWE CONCUR:ANTONIO T. CARPIOAssociate JusticeChairpersonMARIANO C. DEL CASTILLOAssociate JusticeJOSE PORTUGAL PEREZAssociate Justice

ESTELA M. PERLAS-BERNABEAssociate JusticeA T T E S T A T I O NI 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 Court's Division.ANTONIO T. CARPIOAssociate JusticeChairperson, Second DivisionC E R T I F I C A T I O NPursuant to Section 13, Article VIII of the Constitution, and the Division Chairperson's 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 Court's Division.MARIA LOURDES P. A. SERENOChief Justice

Footnotes1Penned by Associate Justice Josefina Guevara-Salonga; concurred in by Associate Justice Vicente Q. Roxas and Ramon R. Garcia, Rullo, pp. 46.2Id. at p. 373Id. at pp. 36, 694Id. at p. 37.5Id. at pp. 37-386Id.. at p. 387Id. at p. 38.8The Inter Office Letter of Metrobank submitted by the respondents show the banks approval in favor of 3A an increased Credit Line amounting to US$1.5 million;9Rollo at pp. 38-3910Id at. p. 3911Id. at p. 7112Id. at pp. 71-7213Id at p. 7214Id. at p. 3915Id. at p. 4016Id. at p. 4217Id18Id.19Id. at p. 4420Id at. p. 48.21Id. at pp. 12, 15-1522Id. at pp. 17-1823Id at 1924Id at. pp. 367-36925Id at p. 3