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G.R. No. 199294. July 31, 2013.*

RALPH LITO W. LOPEZ, petitioner, vs. PEOPLE OF THE

PHILIPPINES, respondent.

Remedial Law; Civil Procedure; Appeals; Petition for Review

on Certiorari; The narrow ambit of review prescribed under
Section 1 of Rule 45, limiting the scope of the Supreme Courts
inquiry to questions of law only enforces its ordinary certiorari
jurisdiction efficiently.The narrow ambit of review prescribed
under Section 1 of Rule 45, limiting the scope of our inquiry to
questions of law only enforces our ordinary certiorari jurisdiction
efficiently. By sparing the Court from the task of parsing through
factual questions, we are able to swiftly dispose of such appeals.
This rule, of course, admits of exceptions applicable to those rare
petitions whose peculiar factual milieu justifies relaxation of the
Rules such as when the Court of Appeals made erroneous
inferences, arrived at a conclusion based on speculation or
conjectures, or overlooked undisputed facts which, if duly
considered, lead to a different conclusion. As shown in the
discussion below, however, none of these grounds obtain here. We
thus proceed with our review without disturbing the Court of
Appeals factual findings.
Housing; Sales; The registration requirement under BP 178
applies to all sales of securities including every contract of sale or
disposition of a security, regardless of the stage of development of
the project on which the securities are based.The registration
requirement under BP 178 applies to all sales of securities
includ[ing] every contract of sale or disposition of a security,
regardless of the stage of development of the project on which the
securities are based. No amount of industry practice works to
amend these provisions on presale registration. Nor can
petitioner rely on G.G. Sportswear Mfg. Corp. v. World Class
Properties, Inc., 614 SCRA 75 (2010), to evade criminal liability.
That case involved an action for rescission and refund filed before
the Housing and Land Use Regulatory Board (HLURB) by a
condominium buyer against the developer for breach contract.
The HLURB Arbiter rescinded the contract for lack of

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*SECOND DIVISION.

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license of the developer to sell condominium units. The HLURB

Board of Commissioners modified the Arbiters ruling by denying
rescission, holding, among others, that the developers acquisition
of license before the filing of the complaint mooted the prayer for
rescission. On appeal, this Court affirmed. Here, Primelink never
acquired a license to sell from the SEC, unlike in G.G.
Sportswear. Thus, G.G. Sportswear is clearly not applicable to the
present case.
Criminal Law; Estafa; Unlike estafa under paragraph 1 (b) of
Article 315 of the Code, estafa under paragraph 2(a) of that
provision does not require as an element of the crime proof that the
accused misappropriated or converted the swindled money or
property.Unlike estafa under paragraph 1 (b) of Article 315 of
the Code, estafa under paragraph 2(a) of that provision does not
require as an element of the crime proof that the accused
misappropriated or converted the swindled money or property. All
that is required is proof of pecuniary damage sustained by the
complainant arising from his reliance on the fraudulent
representation. The prosecution in this case discharged its
evidentiary burden by presenting the receipts of the installment
payments made by Sy on the purchase price for the Club share.

PETITION for review on certiorari of the decision and

resolution of the Court of Appeals.
The facts are stated in the opinion of the Court.
Chavez, Miranda, Aseoche for petitioner.
Office of the Solicitor General for respondent.

CARPIO, J.:
The Case
We review1 the ruling2 of the Court of Appeals affirming
petitioners conviction for estafa.

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1Under Rule 45 of the 1997 Rules of Civil Procedure.
2 Decision dated 31 January 2011 and Resoktion denying
reconsideration dated 9 November 2011, penned by Associate Justice

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Lopez vs. People

The Facts
Petitioner Ralph Lito W. Lopez (petitioner) was
President and Chief Executive Officer (CEO) of Primelink
Properties and Development Corporation (Primelink), a
real estate developer. On 4 July 1996, Primelink entered
into a Joint Venture Agreement (Agreement) with Pamana
Island Resort Hotel and Marina Club, Inc. (Pamana) to
develop a P60 million exclusive residential resort with
marina (Subic Island Residential Marina and Yacht Club
[Club]), on a 15,000 squaremeter portion of an island in
Subic, Zambales (Club site).3 Under the Agreement,
Pamana, the Club site owner, undertook to keep the title
over the island where the Club site is located free of
encumbrances. Primelink, for its part, will provide capital
and handle marketing concerns, among others.4 The Club
was slated for completion in July 1998. While promoting
the Club locally5 and abroad,6 Primelink commenced
selling membership shares as stipulated in the Agreement.
On 10 October 1996, private complainant Alfredo Sy
(Sy), through one of Primelinks sales officers, Joy
Ragonjan (Ragonjan), placed a reservation to purchase one
Club share for P835,999.94 (payable in installments),
executed the reservation agreement, and paid the
reservation fee of P209,000. Sy fully paid the balance by 19
April 1998.

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Normandie B. Pizarro with Associate Justices Amelita G. Tolentino and
Ruben C. Ayson, concurring.
3Referred to as Pamana Island, measuring 56,000 square meters. The
Club will include a Clubhouse, residential units composed of low rise
condominiums and town houses, and other recreational facilities. Rollo,
p. 164.
4Id., at p. 166.
5On 16 July 1996 at the Shangri La Hotel and on 11 February 1997 at
the Manila Peninsula Hotel, both in Makati City. Id., at p. 105.
6In an event in Singapore dubbed Boat Asia 96. Id., at p. 57.

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In March 2002, Sy filed a criminal complaint against

petitioner and Ragonjan in the Pasig City Prosecutors
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Office for estafa. The complaint was grounded on the fact

that the Club remained undeveloped and Primelink failed
to return Sys payment despite demands to do so. Sy also
discovered that Primelink had no license from the
Securities and Exchange Commission (SEC) to sell
securities.
The Pasig City Prosecutor found probable cause to indict
petitioner and Ragonjan for violation of Article 315,
paragraph 2(a) of the Revised Penal Code, as amended
(Code)7 and filed the Information8 with the Regional Trial
Court of Pasig

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7Act No. 3815.
8Which alleged:
On or about October 10, 1996, in Pasig City and within the jurisdiction
of this Honorable Court, the accused, conspiring and confederating
together and mutually helping and aiding one another, by means of deceit
and false pretenses executed prior to or simultaneously with the
commission of fraud, did, then and there willfully, unlawfully[,] and
feloniously defraud the complainant, Alfredo P. Sy, in the following
manner, to wit: the said accused convinced the complainant to purchase a
Membership Share in a residential marina and yacht club known as Subic
Island Residential Marina and Yacht Club (Subic Island) worth
P835,999.94, the complainant relied on the representation made by the
accused that [1] Subic Island would be developed by Primelink and that
[2] the latter was duly authorized to sell membership certificates.
Believing in the said representation, the complainant paid the purchase
price of one Membership Certificate. However, it turn[ed] out that accused
sold to the complainant an unregistered and nonexisting membership
certificate in an undeveloped marina and ya[ch]t club, and accused once in
possession of said amount, misappropriated, misapplied[,] and converted
the same to their own personal use and benefit, to the damage and
prejudice of the complainant, Alfredo P. Sy[,] in the amount of
P835,999.94. (Rollo, p. 42)

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City (trial court).9 Ragonjan remained at large, leaving

petitioner to face trial by himself.
During trial, Sy testified that Ragonjan assured him
that Primelink was licensed to sell Club shares.10 On cross
examination, Sy admitted dealing exclusively with
Ragonjan for his reservation and purchase of the Club
share.11
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The defense presented Atty. Jaime Santiago (Santiago),

Primelink comptroller and drafter of the Agreement, to
testify on the circumstances leading to the sale of Club
shares and petitioners role in Primelinks decision to do so.
Petitioner also took the stand, testifying that the Club
was a legitimate project of Primelink and Pamana but
whose completion was rendered impossible by Pamanas
breach of the Agreement, by, among others, mortgaging the
Club site to Wesmont Bank. As a result, Primelink sued
Pamana in the Regional Trial Court of Makati (Branch 59)
for damages for breach of the Agreement.12
Petitioner admitted that Primelink sold unregistered
shares. He invoked the Agreement as basis for the
undertaking, adding that such is also an industry
practice.13 On Ragonjans dealings with Sy, petitioner
stated that Primelinks sales agents were instructed to be
honest and candid with prospective buyers on the status
of the project and on Primelinks lack of license to sell Club
shares.14

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9 Docketed as Criminal Case No. 123300 and raffled to Branch 155.
10TSN (Alfredo Sy), 12 December 2003, p. 8.
11TSN (Alfredo Sy), 27 February 2004, pp. 78.
12TSN (Ralph Lopez), 8 December 2006, pp. 14, 1826. The case was
docketed as Civil Case No. 02418. In its Decision dated 16 March 2006,
the trial court ruled for Primelink and ordered Pamana to pay a total of
P41 million as damages. On appeal, the Court of Appeals (CAG.R. CV No.
88775) affirmed the trial court with modification.
13TSN (Ralph Lopez), 13 December 2007, pp. 1721.
14Id., at pp. 27, 30.

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The Ruling of the Trial Court

The trial court found petitioner guilty as charged,
sentenced him to four years, two months and one day of
prision correccional to twenty years of reclusion temporal
and to indemnify Sy the amount of P835,999.94.15 In the
trial courts evaluation

[t]he evidence on record indubitably shows that the

elements of the subject offense are present in the case.
Accused fraudulently offered to sell to private complainant
a share over Subic Island [Club], while concealing from the
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former the material fact that x x x accused has yet to secure

the requisite licenses and registration with the SEC to sell
shares of the project and from the DENR and HLURB to
develop and construct the same. Relying on the accuseds
misrepresentations, private complainant paid him the total
amount of Php835,999.94, as consideration but he was
never able to gain possession of a Certificate of Membership
given accuseds continued failure to proceed with the
project. x x x.
xxxx

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15The dispositive portion of the Decision, dated 24 August 2009, provides:
WHEREFORE, finding accused RALPH LITO W. LOPEZ GUILTY beyond
reasonable doubt of the crime of Estafa under Article 315, par. 2(a) of the Revised
Penal Code, he is sentenced to an indeterminate prison term of four (4) years, two
(2) months and one (1) day of prison correccional, as minimum, to twenty (20)
years of reclusion temporal as maximum. He is further ordered to indemnify the
private complainant Alfredo Pe Sy the sum of Php835,999.94, with interest of
twelve percent (12%) per annum from the date of filing of the Information in this
case until the same is fully paid.
Meanwhile, considering that accused Joy Ragonjan remains at large, let an
alias warrant against her issue forthwith. (Rollo, p. 68)

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[T]he act of deliberately misrepresenting to the private

complainant that Primelink had the necessary authority or
license to pre[]sell shares in Subic Island [Club], and the
act of collecting money from private complainant only to
renege on the promise to turn over said share[] and for
failure to return the money collected from the private
complainant, despite several demands, are clearly acts
attributable to herein accused Lopez and amount to estafa
punishable under Article 315, paragraph 2(a), of the
Revised Penal Code.16

Petitioner appealed to the Court of Appeals.

The Ruling of the Court of Appeals
The Court of Appeals affirmed the trial courts ruling in
toto. According to the Court of Appeals

[t]he RTC correctly found that the AccusedAppellant is

guilty beyond reasonable doubt of Estafa as all [its]
elements are present. The AccusedAppellant made false
representations, through his marketing officer, Ragonjan,
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by making Sy believe that the necessary license to sell or

permit from the government agencies has been obtained by
their company, Primelink, to sell membership shares in the
[Club]. Sy, highly trusting of the misrepresentations of the
AccusedAppellant and Ragonjan, willingly parted with his
money and bought a membership share in the same. x x x.
xxxx
[Were] it not for the AccusedAppellants fraudulent
machinations and false representations, Sy would not have
parted with his money and would not be rippedoff of his
hardearned money in the amount of P835,999.94. x x x. It
is also peculiar that no refund was made to the latter from
the start of the trial until this time.17

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16Id., at pp. 7374.
17Id., at pp. 21, 24.

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Hence, this appeal under Rule 45.

Petitioner seeks a reappraisal of the Court of Appeals
factual findings, pointing to facts allegedly overlooked
which, if considered, would alter the cases disposition. He
also assails the Court of Appeals appreciation of conspiracy
between him and Ragonjan as speculative, grounded on
mere assumptions.18
The Office of the Solicitor General (OSG) prays for the
denial of the petition. As a threshold objection, the OSG
contests the propriety of reviewing questions of fact,
considering that the office of a Rule 45 petition is limited to
the review of questions of law only. On the merits, the OSG
prays for affirmance of the Court of Appeals ruling.
The Issue
The question is whether the Court of Appeals erred in
affirming petitioners conviction for estafa under Article
315, paragraph 2(a) of the Code.
The Courts Ruling
We hold that the Court of Appeals committed no error in
affirming petitioners conviction for estafa.
Review of Questions of Fact Improper
We first resolve the threshold issue of the propriety of
passing upon questions of fact in this review. The narrow
ambit of review prescribed under Section 1 of Rule 45,19
limiting the
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18Id., at pp. 5355.
19Filing of petition with Supreme Court. A party desiring to appeal by
certiorari from a judgment or final order or resolution of the Court of
Appeals, the Sandiganbayan, the Regional Trial Court or other courts
whenever authorized by law, may file with the Supreme Court a verified
petition for review on certiorari. The petition shall raise only questions of
law which must be distinctly set forth.

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Lopez vs. People

scope of our inquiry to questions of law only enforces our

ordinary certiorari jurisdiction efficiently. By sparing the
Court from the task of parsing through factual questions,
we are able to swiftly dispose of such appeals. This rule, of
course, admits of exceptions applicable to those rare
petitions whose peculiar factual milieu justifies relaxation
of the Rules such as when the Court of Appeals made
erroneous inferences, arrived at a conclusion based on
speculation or conjectures, or overlooked undisputed facts
which, if duly considered, lead to a different conclusion.20
As shown in the discussion below, however, none of these
grounds obtain here. We thus proceed with our review
without disturbing the Court of Appeals factual findings.
Elements of Estafa Under Article 315, paragraph 2(a)
The Code defines estafa under Article 315, paragraph
2(a), the offense for which petitioner and Ragonjan stand
accused, as follows:

Swindling (estafa).Any person who shall defraud

another x x x
xxxx
2. By means of any of the following false pretenses or
fraudulent acts executed prior to or simultaneously with the
commission of the fraud:
(a) By using fictitious name, or falsely pretending to
possess power, influence, qualifications, property, credit,
agency, business or imaginary transactions, or by means of
other similar deceits.

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20Eugenio v. People, G.R. No. 168163, 26 March 2008, 549 SCRA 433;
The Insular Life Assurance Company, Ltd. v. Court of Appeals, G.R. No.
126850, 28 April 2004, 428 SCRA 79.

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This provision lays on the prosecution the burden of

proving beyond reasonable doubt each of the following
constitutive elements:
(1) The accused used fictitious name or false pretense
that he possesses (a) power, (b) influence, (c)
qualifications, (d) property, (e) credit, (f) agency, (g)
business or (h) imaginary transaction, or other
similar deceits;
(2) The accused used such deceitful means prior to or
simultaneous with the execution of the fraud;
(3) The offended party relied on such deceitful means to
part with his money or property; and
(4) The offended party suffered damage.
Elements of Use of, and Reliance on, False
Pretenses
by Petitioner and Sy, Respectively
The Information filed against petitioner and Ragonjan
alleges that they conspired to use two false pretenses on Sy
to defraud him on 10 October 1996, namely, that [1] Subic
Island [Club] would be developed by Primelink and that [2]
the latter was duly authorized to sell membership
certificates. We find merit in petitioners contention that
the prosecution failed to prove the element of use of false
pretense regarding the first allegation. Nevertheless, we
find the evidence sufficient to prove the use of false
pretense on the second allegation.
Allegation on the Clubs Development not False
It is impossible to determine from the records the
category of false pretense the prosecution wished the first
allegation to belong. Undoubtedly, it concerns Primelinks
capability to develop the Club. Use of false pretense of
capability is, however, not penalized under Section 2(a) of
Article 315. The category approximating the allegation in
question is false
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pretense of power (to develop the Club). We proceed with

our analysis using such category as frame of reference.21
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Without need of passing upon the question whether

Ragonjans representations to Sy on 10 October 1996 bind
petitioner, we resolve the threshold question whether her
alleged statement that the Club will be finished by July
1998 was in the first place false. The Court of Appeals
grounded its affirmative answer on the fact that the Club
remained unfinished even after the lapse of its target
completion date in July 1998. Section 2(a) of Article 315,
however, requires that the false pretense be used prior to
or simultaneous with the execution of the fraud, that is, on
10 October 1996. The crux of this issue then, is whether
before or at that time, Primelink possessed no power
(capability) to develop the Club, rendering Ragonjans
statement false.
A review of the records compels a negative answer.
When Sy reserved to buy a Club share on 10 October 1996,
barely three months had passed after Primelink, a duly
incorporated real estate developer, signed the Agreement
with Pamana, another real estate developer, to develop the
Club. Four months after Sy bought a Club share, Primelink
promoted the Club here and abroad and continued selling
Club shares.22 All the while, Primelink released funds to
finance the projects initial expenses, a portion of which
Pamana was ordered to repay by a Makati court after the
project was aborted.23
These facts negate the conclusion that on or before 10
October 1996, petitioner and Ragonjan knew that the Club
was a bogus project. At that time, the Project was oncourse
as far

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21The alleged false pretense could not pertain to Primelinks business
as Primelink is a duly incorporated entity authorized to engage in real
estate development. (Rollo, p. 38). See also Primelink Properties and
Development Corporation v. LazatinMagat, 526 Phil. 394; 493 SCRA 444
(2006).
22See notes 5 and 6.
23See note 12.

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as Primelink was concerned. It was only after 10 October

1996 that Primelink encountered problems with Pamana,
rendering impossible the Clubs completion.24

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False Pretense on Primelinks Qualification

to Presell Club Shares Proven Beyond
Reasonable Doubt
There is no mistaking that the claim made by Ragonjan
to Sy that Primelink was authorized to sell membership
shares is false Primelink held no license to sell securities
at the time Sy bought a Club share on 10 October 1996 or
afterwards. Such alleged false representation, which Sy
relied upon to buy the share, belongs to the category of
false pretense of qualification (to sell securities) under
Section 2(a) of Article 315.
Petitioner seeks exculpation for the use of such false
pretense by raising the following arguments: (1) Ragonjans
representation to Sy does not bind him for lack of proof
that he conspired with Ragonjan;25 (2) the contract Sy
entered into with Primelink was not a sale of a Club share
but a reservation to buy one;26 (3) even if the contract
involved the sale of a Club share, petitioner is not liable
because (a) Ragonjans representation amounted to a
warranty which, not having been reduced in writing as
required in the reservation agreement, does not bind
Primelink,27 and (b) at the time Sy bought the Club share,
there was no law requiring Primelink to obtain a license
from the SEC to sell Club shares.28

_______________
24 Petitioner testified that Primelink learned for the first time of the
Club sites mortgage to Westmont Bank only in 1999 (TSN [Ralph Lopez],
8 December 2006, p. 22).
25Rollo, pp. 53, 54.
26Id., at p. 50.
27Id.
28Id., at pp. 4954.

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These contentions lack merit.

First. Petitioner was no bystander in Primelinks sale of
unregistered shares. Santiago, Primelinks comptroller and
drafter of the Agreement, testified as witness for petitioner
that after Primelinks Board of Directors approved the sale
of the unregistered Club shares, petitioner encouraged
and instructed the sale of many shares,29 no doubt to
raise as

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29The relevant portions of his testimony read:
QMr. Witness, this case involves the sale to the Private Complainant
of a membership share. Now, will you please tell us why did your
company, Primelink through the accused Lopez, [sell] this membership
share to the Private Complainant and what was the basis for such sale, if
you know?
AThe JVA provides for the codeveloper, Primelink Properties, and it
is authorize[d] by the land owner to presell certain condominium units
and membership share[s] to preferred buyer[s] and I think this is
embodied in the JVA, sir.
QYou also mentioned earlier that you had a hand in the preparation of
this JVA because one of your duties, among others, was to involve yourself
also in the preparation of contracts regarding the project being
undertaken by your company. Now, will you please tell us, if you know,
the meaning of the word preselling under Article 10 of the JVA.
xxxx
APreselling as the word connotes is the industry practice of
peculiarity in the real estate business wherein membership shares and
condominium units are offered to sell [sic] to the public to a preferred
buyer prior to the registration of the project and issuance of the license to
sell. x x x.
xxxx
QYou were the one who drafted the JVA?
AI assisted in the preparation.
QYou assisted in the drafting of JVA upon the Instruction of
Primelink Board of Directors and accused as President and CEO?
AYes, sir.
QConsidering, Mr. Witness, that you are supposed to invest
substantial sums on this project, the stipulations that were contained in
the JVA were reached after careful study and consultation with the Board
and with the accused?
AYes, sir.

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much capital for the Club as possible. This was the context
of Sys purchase of a Club share from Primelink.

_______________
QMr. Witness, you were careful in the drafting of the JVA since your
purpose is to see to it that the interest of Primelink is protected?
AYes, sir.
QAnd, having finalized and completed the JVA, you were assured that
the terms and conditions thereof were supposed to protect Primelinks
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interest?
AYes, sir.
QAnd, you also assured the Board of Directors of Primelink and the
accused Mr. Lopez that the JVA is in order?
AYes, sir.
QOn the part of Mr. Lopez before he affix[ed] his signature on the JVA
he readily understood the terms and conditions of the JVA?
AYes, sir.
QSo, Mr. Lopez is aware of the concept of preselling?
AYes, sir.
QSo, when the JVA was signed and implemented, Primelink
through the Board of Directors, and the accused as Primelinks
CEO made its part [sic] to sell as many shares of the subdivision
units under the concept of preselling as embodied in the JVA?
AYes, sir.
QIn fact, Mr. Lopez, the accused, encouraged and instructed
the selling of many shares under the concept of preselling?
AYes, sir.
QAnd, so it is under these conditions, Mr. Witness, that the
complainant was sold with a one share, the subject share in this
case?
AYes, sir.
xxxx
QAs a lawyer, Mr. Witness, you are of course aware that you have first
to secure the pertinent licenses and registration with the HLURB and
SEC before you undertake the project and to sell the project?
AYes, sir. (TSN [Jaime B. Santiago], 16 September 2005, pp. 13, 15,
16; 2 March 2006, pp. 810, 14) (emphasis supplied).

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Petitioner attempts to distance himself from the

transaction between Ragonjan and Sy by claiming that
Ragonjan violated standing company policy to be candid
to buyers by disclosing Primelinks lack of license. We find
this unpersuasive. In the first place, petitioner failed to
present independent proof of such company policy, putting
in serious doubt the veracity of his claim. Secondly, it is
improbable for Ragonjan to take it upon herself to fabricate
the serious claim that Primelink was a licensed securities
dealer in violation of company policy, in the process risking
her employment. It is more consistent with logic and
common sense to hold that Ragonjan followed company
policy in giving assurances to Sy that Primelink was
licensed to sell Club shares. After all, Primelink stood to
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attract more investments if it presented itself to the public

as a licensed securities dealer. Indeed, Sy was emphatic in
his claim that he bought a Club share for P0.8 million
because he was convinced that there was a license to
sell.30
Petitioners direct hand in the unlicensed selling of Club
shares, coupled with Ragonjans position in Primelinks
organizational and sales structure, suffices to prove
petitioners liability under the allegation of use of false
pretense of qualification. With Santiagos testimony on
petitioners central role in the sale of unregistered
Primelink shares, further proof of conspiracy between
petitioner and Ragonjan is superfluous.
Second. There is no merit in the argument that
Ragonjans assurance to Sy of Primelinks status as a
licensed securities dealer amounts to a warranty, and thus
required, under the warranty clause of the reservation
agreement, to be reduced in writing. The warranty clause,
which provides

Any representation or warranty made by the agent who

handled this sale not embodied herein shall not bind the
company, unless reduced in writing and confirmed by the
President or the Chairman of the Board.31

_______________
30TSN (Alfredo Sy), 12 December 2003, p. 8.
31Records, p. 171.

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Lopez vs. People

refers to warranties on the terms of the share sold, not to

the capacity of Primelink to sell Club shares. Indeed, the
fact that the seller has the right to sell the thing at the
time when ownership is to pass, is implied in sales,32
dispensing with the need to expressly state such in the
contract. Further, the clause operates to shield Primelink
from claims of violation of unwritten warranties, not its
officers from criminal liability for making fraudulent
representation on Primelinks authority to sell Club shares.
Third. It is futile for petitioner to recast, at this late
stage of the proceedings, the nature of the contract between
Primelink and Sy as a reservation agreement and not a
contract of sale. At no time during the trial did the defense
present any evidence to support this theory, having
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consistently characterized the contract as a preselling of

Club share.33 Indeed, the very warranty clause in the
reservation agreement petitioner invokes to exculpate
himself refers to the transaction as sale.
Fourth. Contrary to petitioners submission, there was a
law effective at the time Sy bought the Club share on 10
October 1996, requiring sellers of securities such as the
nonproprietary membership certificate sold by Primelink
to Sy34 to register with the SEC the sale of such security
and obtain a permit to sell. Relevant portions of Batas
Pambansa Blg. 178 (BP 178), which took effect on 22
November 1982 and superseded by Republic Act No. 8799
only on 8 August 2000, provide:

Sec. 4. Requirement of registration of securities.(a) No

securities, x x x, shall be sold or offered for sale or
distribution to the public within the Philippines unless

_______________
32CIVIL CODE, Article 1547(1).
33TSN (Ralph Lopez), 8 December 2006, pp. 1718; 13 December 2007, pp. 17
21; TSN (Jaime Santiago), 16 September 2005, pp. 1314, 1617.
34TSN (Ralph Lopez), 28 May 2009, pp. 1415.

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134 SUPREME COURT REPORTS ANNOTATED

Lopez vs. People

such securities shall have been registered and permitted to

be sold as hereinafter provided.
xxxx
Sec. 8. Procedure for registration.(a) All securities
required to be registered under subsection (a) of Section
four of this Act shall be registered through the filing by the
issuer or by any dealer or underwriter interested in the sale
thereof, in the office of the Commission, of a sworn
registration statement with respect to such securities x x x.
xxxx
If after the completion of the aforesaid publication, the
Commission finds that the registration statement together
with all the other papers and documents attached thereto,
is on its face complete and that the requirements and
conditions for the protection of the investors have been
complied with, x x x, it shall as soon as feasible enter an
order making the registration effective, and issue to the
registrant a permit reciting that such person, its brokers or
agents, are entitled to offer the securities named in said
certificate, with such terms and conditions as it may impose
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in the public interest and for the protection of investors.

(Emphasis supplied)

The registration requirement under BP 178 applies to

all sales of securities includ[ing] every contract of sale or
disposition of a security,35 regardless of the stage of
development of the project on which the securities are
based. No amount of industry practice works to amend
these provisions on presale registration.
Nor can petitioner rely on G.G. Sportswear Mfg. Corp. v.
World Class Properties, Inc.36 to evade criminal liability.
That case involved an action for rescission and refund filed
before the Housing and Land Use Regulatory Board
(HLURB) by a condominium buyer against the developer
for breach contract.

_______________
35Section 1(c), BP Blg. 178.
36G.R. No. 182720, 2 March 2010, 614 SCRA 75.

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VOL. 703, JULY 31, 2013 135

Lopez vs. People

The HLURB Arbiter rescinded the contract for lack of

license of the developer to sell condominium units. The
HLURB Board of Commissioners modified the Arbiters
ruling by denying rescission, holding, among others, that
the developers acquisition of license before the filing of the
complaint mooted the prayer for rescission. On appeal, this
Court affirmed. Here, Primelink never acquired a license to
sell from the SEC, unlike in G.G. Sportswear. Thus, G.G.
Sportswear is clearly not applicable to the present case.
On the Element of Damage Sustained by Sy
Petitioner contends that Sy sustained damage only for
P209,000, the amount he paid upon signing the reservation
agreement on 10 October 1996 as alleged in the
Information, and not P835,999.94, the price of the Club
share. Alternatively, petitioner argues that he neither
received nor profited from the payments made by Sy.
Petitioners contention would hold water if Sy did not buy a
Club share. Sy, however, not only paid the reservation fee,
which constituted five percent (5%) of the share price,37 he
also paid the balance in installments, evidenced by receipts
the prosecution presented during trial.
Lastly, unlike estafa under paragraph 1 (b) of Article 315
of the Code, estafa under paragraph 2(a) of that provision
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does not require as an element of the crime proof that the

accused misappropriated or converted the swindled money
or property. All that is required is proof of pecuniary
damage sustained by the complainant arising from his
reliance on the fraudulent representation. The prosecution
in this case discharged its evidentiary burden by
presenting the receipts of the installment payments made
by Sy on the purchase price for the Club share.

_______________
37Records, p. 171.

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136 SUPREME COURT REPORTS ANNOTATED

Lopez vs. People

WHEREFORE, we DENY the petition. We AFFIRM

the Decision dated 31 January 2011 and the Resolution
dated 9 November 2011 of the Court of Appeals.
SO ORDERED.

Brion, Del Castillo, Perez and PerlasBernabe, JJ.,

concur.

Petition denied, judgment and resolution affirmed.

Notes.In the prosecution for Estafa under Article 315,

paragraph 2(a) of the Revised Penal Code (RPC), it is
indispensable that the element of deceit, consisting in the
false statement or fraudulent representation of the
accused, be made prior to, or at least simultaneously with,
the delivery of the thing by the complainant. (Ambito vs.
People, 579 SCRA 69 [2009])
Under Article 315, paragraph 2(a) of the Revised Penal
Code, estafa is committed by any person who shall defraud
another by false pretenses or fraudulent acts executed prior
to or simultaneously with the commission of the fraud. (Sy
vs. People, 618 SCRA 264 [2010])
o0o

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