FIRST DIVISION

[G.R. No. 182147. December 15, 2010.]

ARNEL U. TY, MARIE ANTONETTE TY, JASON ONG, WILLY DY, and
ALVIN TY , petitioners, vs . NBI SUPERVISING AGENT MARVIN E. DE
JEMIL, PETRON GASUL DEALERS ASSOCIATION, and TOTALGAZ
DEALERS ASSOCIATION , respondents.

DECISION

VELASCO, JR. , J : p

The Case
In this Petition for Review on Certiorari under Rule 45, petitioners seek the
reversal of the Decision 1 dated September 28, 2007 of the Court of Appeals (CA) in
CA-G.R. SP No. 98054, which reversed and set aside the Resolutions dated October 9,
2 0 0 6 2 and December 14, 2006 3 of the Secretary of Justice, and reinstated the
November 7, 2005 Joint Resolution 4 of the O ce of the Chief State Prosecutor.
Petitioners assail also the CA Resolution 5 dated March 14, 2008, denying their motion
for reconsideration.
The Facts
Petitioners are stockholders of Omni Gas Corporation (Omni) as per Omni's
General Information Sheet 6 (GIS) dated March 6, 2004 submitted to the Securities and
Exchange Commission (SEC). Omni is in the business of trading and re lling of
Lique ed Petroleum Gas (LPG) cylinders and holds Pasig City Mayor's Permit No. RET-
04-001256 dated February 3, 2004.
The case all started when Joaquin Guevara Adarlo & Caoile Law O ces (JGAC
Law O ces) sent a letter dated March 22, 2004 7 to the NBI requesting, on behalf of
their clients Shellane Dealers Association, Inc., Petron Gasul Dealers Association, Inc.,
and Totalgaz Dealers Association, Inc., for the surveillance, investigation, and
apprehension of persons or establishments in Pasig City that are engaged in alleged
illegal trading of petroleum products and under lling of branded LPG cylinders in
violation of Batas Pambansa Blg. (BP) 33, 8 as amended by Presidential Decree No.
(PD) 1865. 9
Earlier, the JGAC Law O ces was furnished by several petroleum
producers/brand owners their respective certi cations on the dealers/plants
authorized to re ll their respective branded LPG cylinders, to wit: (1) On October 3,
2003, Pilipinas Shell Petroleum Corporation (Pilipinas Shell) issued a certi cation 1 0 of
the list of entities duly authorized to re ll Shellane LPG cylinders; (2) on December 4,
2003, Petron Corporation (Petron) issued a certi cation 1 1 of their dealers in Luzon,
Visayas, and Mindanao authorized to re ll Petron Gasul LPG cylinders; and (3) on
January 5, 2004, Total (Philippines) Corporation (Total) issued two certi cations 1 2 of
the re lling stations and plants authorized to re ll their Totalgaz and Superkalan Gaz
LPG cylinders.
Agents De Jemil and Kawada attested to conducting surveillance of Omni in the
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 months of March and April 2004 and doing a test-buy on April 15, 2004. They brought
eight branded LPG cylinders of Shellane, Petron Gasul, Totalgaz, and Superkalan Gaz to
Omni for re lling. The branded LPG cylinders were re lled, for which the National
Bureau of Investigation (NBI) agents paid PhP1,582 as evidenced by Sales Invoice No.
90040 1 3 issued by Omni on April 15, 2004. The re lled LPG cylinders were without
LPG valve seals and one of the cylinders was actually under lled, as found by LPG
Inspector Noel N. Navio of the Lique ed Petroleum Gas Industry Association (LPGIA)
who inspected the eight branded LPG cylinders on April 23, 2004 which were properly
marked by the NBI after the test-buy. DTAHEC

The NBI's test-buy yielded positive results for violations of BP 33, Section 2 (a) in
relation to Secs. 3 (c) and 4, i.e., re lling branded LPG cylinders without authority; and
Sec. 2 (c) in relation to Sec. 4, i.e., underdelivery or under lling of LPG cylinders. Thus,
on April 28, 2004, Agent De Jemil led an Application for Search Warrant (With Request
for Temporary Custody of the Seized Items) 1 4 before the Regional Trial Court (RTC) in
Pasig City, attaching, among others, his a davit 1 5 and the a davit of Edgardo C.
Kawada, 1 6 an NBI confidential agent.
On the same day of the ling of the application for search warrants on April 28,
2004, the RTC, Branch 167 in Pasig City issued Search Warrants No. 2624 1 7 and 2625.
1 8 The NBI served the warrants the next day or on April 29, 2004 resulting in the seizure
of several items from Omni's premises duly itemized in the NBI's Receipt/Inventory of
Property/Item Seized. 1 9 On May 25, 2004, Agent De Jemil filed his Consolidated Return
of Search Warrants with Ex-Parte Motion to Retain Custody of the Seized Items 2 0
before the RTC Pasig City.
Subsequently, Agent De Jemil led before the Department of Justice (DOJ) his
Complaint-A davits against petitioners for: (1) Violation of Section 2 (a), in relation to
Sections 3 (c) and 4, of B.P. Blg. 33, as amended by P.D. 1865 ; 2 1 and (2) Violation of
Section 2 (c), in relation to Section 4, of B.P. Blg. 33, as amended by P.D. 1865, 2 2
docketed as I.S. Nos. 2004-616 and 2004-618, respectively.
During the preliminary investigation, petitioners submitted their Joint Counter-
A davit, 2 3 which was replied 2 4 to by Agent De Jemil with a corresponding rejoinder
2 5 from petitioners.

The Ruling of the Office of the Chief State Prosecutor

in I.S. No. 2004-616 and I.S. No. 2004-618
On November 7, 2005, the 3rd Assistant City Prosecutor Leandro C. Catalo of
Manila issued a Joint Resolution, 2 6 later approved by the Chief State Prosecutor
Jovencito R. Zuño upon the recommendation of the Head of the Task Force on Anti-
Intellectual Property Piracy (TFAIPP), Assistant Chief State Prosecutor Leah C.
Tanodra-Armamento, nding probable cause to charge petitioners with violations of
pertinent sections of BP 33, as amended, resolving as follows:
WHEREFORE, premises considered, it is hereby recommended that two (2)
Informations for violations of Section 2 [a] (illegal trading in petroleum and/or
petroleum products) and Section 2 [c] (under lling of LPG cylinders), both of
Batas Pambansa Bilang 33, as amended, be led against respondents [herein
petitioners] ARNEL TY, MARIE ANTONETTE TY, JASON ONG, WILLY DY and
ALVIN TY. 2 7

Assistant City Prosecutor Catalo found the existence of probable cause based
on the evidence submitted by Agent De Jemil establishing the fact that Omni is not an
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 authorized re ller of Shellane, Petron Gasul, Totalgaz a n d Superkalan Gaz LPG
cylinders. Debunking petitioners' contention that the branded LPG cylinders are already
owned by consumers who are free to do with them as they please, the law is clear that
the stamped markings on the LPG cylinders show who are the real owners thereof and
they cannot be re lled sans authority from Pilipinas Shell, Petron or Total, as the case
may be. On the under lling of one LPG cylinder, the ndings of LPG Inspector Navio of
the LPGIA were uncontroverted by petitioners.
Petitioners' motion for reconsideration, 2 8 was denied through a Resolution 2 9 by
the Office of the Chief State Prosecutor issued on May 3, 2006. ACDTcE

In time, petitioners appealed to the Office of the Secretary of Justice. 3 0

The Ruling of the DOJ Secretary
in I.S. No. 2004-616 and I.S. No. 2004-618
On October 9, 2006, the O ce of the Secretary of Justice issued a Resolution 3 1
reversing and setting aside the November 7, 2005 Joint Resolution of the O ce of the
Chief State Prosecutor, the dispositive portion of which reads:
WHEREFORE, the assailed resolution is hereby REVERSED and SET ASIDE.
The Chief State Prosecutor is directed to cause the withdrawal of the
informations for violations of Sections 2(a) and 2(c) of B.P. Blg. 33, as amended
by P.D. 1865, against respondents Arnel Ty, Mari Antonette Ty, Jason Ong, Willy
Dy and Alvin Ty and report the action taken within ten (10) days from receipt
hereof.

SO ORDERED. 3 2

The O ce of the Secretary of Justice viewed, first, that the under lling of one of
the eight LPG cylinders was an isolated incident and cannot give rise to a conclusion of
under lling, as the phenomenon may have been caused by human error, oversight or
technical error. Being an isolated case, it ruled that there was no showing of a clear
pattern of deliberate under lling. Second, on the alleged violation of re lling branded
LPG cylinders sans written authority, it found no su cient basis to hold petitioners
responsible for violation of Sec. 2 (c) of BP 33, as amended, since there was no proof
that the branded LPG cylinders seized from Omni belong to another company or rm,
holding that the simple fact that the LPG cylinders with markings or stamps of other
petroleum producers cannot by itself prove ownership by said rms or companies as
the consumers who take them to Omni fully owned them having purchased or acquired
them beforehand.
Agent De Jemil moved but was denied reconsideration 3 3 through another
Resolution 3 4 dated December 14, 2006 prompting him to repair to the CA via a petition
for certiorari 3 5 under Rule 65 of the Rules of Court, docketed as CA-G.R. SP No. 98054.
The Ruling of the CA
The O ce of the Solicitor General (OSG), in its Comment 3 6 on Agent De Jemil's
appeal, sought the dismissal of the latter's petition viewing that the determination by
the O ce of the Secretary of Justice of probable cause is entitled to respect owing to
the exercise of his prerogative to prosecute or not.
On August 31, 2007, Petron led a Motion to Intervene and to Admit Attached
Petition-in-Intervention 3 7 and Petition-in-Intervention 3 8 before the CA in CA-G.R. SP
No. 98054. And much earlier, the Nationwide Association of Consumers, Inc. (NACI)
also filed a similar motion.
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 On September 28, 2007, the appellate court rendered the assailed Decision 3 9
revoking the resolutions of the O ce of the Secretary of Justice and reinstated the
November 7, 2005 Joint Resolution of the O ce of the Chief State Prosecutor. The
fallo reads:
WHEREFORE , the instant petition is GRANTED . The assailed resolutions
dated October 9, 2006 and December 14, 2006 are hereby REVERSED and SET
ASIDE . The Joint Resolution dated November 7, 2005 of the O ce of the Chief
State Prosecutor nding probable cause against private respondents Arnel Ty,
Marie Antonette Ty, Jason Ong, Willy Dy, and Alvin Ty is hereby REINSTATED .
SO ORDERED. 4 0

Citing Sec. 1 (1) and (3) of BP 33, as amended, which provide for the
presumption of under lling, the CA held that the actual under lling of an LPG cylinder
falls under the prohibition of the law which does not require for the under lling to be
substantial and deliberate.
Moreover, the CA found strong probable violation of "re lling of another
company's or rm's cylinders without such company's or rm's written authorization"
under Sec. 3 (c) of BP 33, as amended. The CA relied on the a davits of Agents De
Jemil and Kawada, the certi cations from various LPG producers that Omni is not
authorized to re ll their branded LPG cylinders, the results of the test-buy operation as
attested to by the NBI agents and con rmed by the examination of LPG Inspector
Navio of the LPGIA, the letter-opinion 4 1 of the Department of Energy (DOE) to Pilipinas
Shell con rming that branded LPG cylinders are properties of the companies whose
stamp markings appear thereon, and Department Circular No. 2000-05-007 4 2 of the
DOE on the required stamps or markings by the manufacturers of LPG cylinders. IEHSDA

After granting the appeal of Agent De Jemil, however, the motions to intervene
filed by Petron and NACI were simply noted by the appellate court.
Petitioners' motion for reconsideration was rebuffed by the CA through the
equally assailed March 14, 2008 Resolution. 4 3
Thus, the instant petition.
The Issues
I. WHETHER OR NOT RESPONDENTS WERE ENTITLED TO THE SPECIAL
CIVIL ACTION OF CERTIORARI IN THE COURT OF APPEALS.

II. WHETHER OR NOT UNDER THE CIRCUMSTANCES THERE WAS PROBABLE

CAUSE TO BELIEVE THAT PETITIONERS VIOLATED SECTION 2(A) OF
BATAS PAMBANSA BLG. 33, AS AMENDED.
III. WHETHER OR NOT UNDER THE CIRCUMSTANCES THERE WAS
PROBABLE CAUSE TO BELIEVE THAT PETITIONERS VIOLATED SECTION
2(C) OF BATAS PAMBANSA BLG. 33, AS AMENDED.

IV. WHETHER OR NOT PETITIONERS CAN BE HELD LIABLE UNDER BATAS

PAMBANSA BLG. 33, AS AMENDED, FOR BEING MERE DIRECTORS, NOT
ACTUALLY IN CHARGE OF THE MANAGEMENT OF THE BUSINESS
AFFAIRS OF THE CORPORATION. 4 4

The foregoing issues can be summarized into two core issues: rst, whether
probable cause exists against petitioners for violations of Sec. 2 (a) and (c) of BP 33,
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 as amended; and second, whether petitioners can be held liable therefor. We, however,
will tackle at the outset the sole procedural issue raised: the propriety of the petition
for certiorari under Rule 65 availed of by public respondent Agent De Jemil to assail the
resolutions of the Office of the Secretary of Justice.
Petron's Comment-in-Intervention
On April 14, 2009, Petron entered its appearance by ling a Motion for Leave to
Intervene and to Admit Comment-in-Intervention 4 5 and its Comment-in-Intervention [To
petition for Review on Certiorari dated 13 May 2008]. 4 6 It asserted vested interest in
the seizure of several Gasul LPG cylinders and the right to prosecute petitioners for
unauthorized re lling of its branded LPG cylinders by Omni. Petitioners duly led their
Comment/Opposition 4 7 to Petron's motion to intervene. It is clear, however, that
Petron has substantial interest to protect in so far as its business relative to the sale
and re lling of Petron Gasul LPG cylinders is concerned, and therefore its intervention
in the instant case is proper.
The Court's Ruling
We partially grant the petition.
Procedural Issue: Petition for Certiorari under Rule 65 Proper
Petitioners raise the sole procedural issue of the propriety of the legal remedy
availed of by public respondent Agent De Jemil. They strongly maintain that the O ce
of the Secretary of Justice properly assumed jurisdiction and did not gravely abuse its
discretion in its determination of lack of probable cause — the exercise thereof being
its sole prerogative — which, they lament, the appellate court did not accord proper
latitude. Besides, they assail the non-exhaustion of administrative remedies when Agent
De Jemil immediately resorted to court action through a special civil action for
certiorari under Rule 65 before the CA without rst appealing the resolutions of the
Office of the Secretary of Justice to the Office of the President (OP).
We cannot agree with petitioners.
For one, while it is the consistent principle in this jurisdiction that the
determination of probable cause is a function that belongs to the public prosecutor 4 8
and, ultimately, to the Secretary of Justice, who may direct the ling of the
corresponding information or move for the dismissal of the case; 4 9 such
determination is subject to judicial review where it is established that grave abuse of
discretion tainted the determination. DCATHS

For another, there is no question that the Secretary of Justice is an alter ego of
the President who may opt to exercise or not to exercise his or her power of review
over the former's determination in criminal investigation cases. As aptly noted by Agent
De Jemil, the determination of probable cause by the Secretary of Justice is, under the
doctrine of quali ed political agency, presumably that of the Chief Executive unless
disapproved or reprobated by the latter.
Chan v. Secretary of Justice 5 0 delineated the proper remedy from the
determination of the Secretary of Justice. Therein, the Court, after expounding on the
policy of non-interference in the determination of the existence of probable cause
absent any showing of arbitrariness on the part of the public prosecutor and the
Secretary of Justice, however, concluded, citing Alcaraz v. Gonzalez 5 1 and Preferred
Home Specialties, Inc. v. Court of Appeals, 5 2 that an aggrieved party from the
resolution of the Secretary of Justice may directly resort to judicial review on the
ground of grave abuse of discretion, thus:
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 . . . [T]he ndings of the Justice Secretary may be reviewed
through a petition for certiorari under Rule 65 based on the allegation that
he acted with grave abuse of discretion . This remedy is available to the
aggrieved party . 5 3 (Emphasis supplied.)

It is thus clear that Agent De Jemil, the aggrieved party in the assailed resolutions
of the O ce of the Secretary of Justice, availed of and pursued the proper legal remedy
of a judicial review through a petition for certiorari under Rule 65 in assailing the latter's
finding of lack of probable cause on the ground of grave abuse of discretion.
First Core Issue: Existence of Probable Cause
Petitioners contend that there is no probable cause that Omni violated Sec. 2 (a),
in relation to Secs. 3 (c) and 4 of BP 33, as amended, prohibiting the re lling of another
company's or rm's LPG cylinders without its written authorization. First, the branded
LPG cylinders seized were not traded by Omni as its representative annotated in the
NBI receipt of seized items that the lled LPG cylinders came from customers' trucks
and the empty ones were taken from the warehouse or swapping section of the re lling
plant and not from the re lling section. Second, the branded LPG cylinders are owned
by end-user customers and not by the major petroleum companies, i.e., Petron, Pilipinas
Shell and Total. And even granting arguendo that Omni is selling these LPG cylinders,
still there cannot be a prima facie case of violation since there is no proof that the
refilled branded LPG cylinders are owned by another company or firm.
Third, granting that Petron, Total and Pilipinas Shell still own their respective
branded LPG cylinders already sold to consumers, still such fact will not bind third
persons, like Omni, who is not privy to the agreement between the buying consumers
and said major petroleum companies. Thus, a subsequent transfer by the customers of
Petron, Total and Pilipinas Shell of the duly marked or stamped LPG cylinders through
swapping, for example, will effectively transfer ownership of the LPG cylinders to the
transferee, like Omni.
Fourth, LPG cylinder exchange or swapping is a common industry practice that
the DOE recognizes. They point to a series of meetings conducted by the DOE for
institutionalizing the validity of swapping of all and any kind of LPG cylinders among the
industry players. The meetings resulted in a draft Memorandum of Agreement (MOA)
which unfortunately was not signed due to the withdrawal of petroleum major players
Petron, Total and Pilipinas Shell. Nonetheless, the non-signing of the MOA does not
diminish the fact of the recognized industry practice of cylinder exchange or swapping.
Relying on Republic Act No. (RA) 8479, 5 4 petitioners maintain that said law promotes
and encourages the entry of new participants in the petroleum industry such as Omni.
And in furtherance of this mandate is the valid practice of cylinder exchange or
swapping in the LPG industry.
We are not persuaded by petitioners' strained rationalizations.
Probable violation of Sec. 2 (a) of BP 33, amended
First . The test-buy conducted on April 15, 2004 by the NBI agents, as attested to
by their respective affidavits, tends to show that Omni illegally refilled the eight branded
LPG cylinders for PhP1,582. This is a clear violation of Sec. 2 (a), in relation to Secs. 3
(c) and 4 of BP 33, as amended. It must be noted that the criminal complaints, as
clearly shown in the complaint-a davits of Agent De Jemil, are not based solely on the
seized items pursuant to the search warrants but also on the test-buy earlier conducted
by the NBI agents. DEcTIS

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 Second . The written certi cations from Pilipinas Shell, Petron and Total show
that Omni has no written authority to re ll LPG cylinders, embossed, marked or
stamped Shellane, Petron Gasul, Totalgaz a n d Superkalan Gaz. In fact, petitioners
neither dispute this nor claim that Omni has authority to re ll these branded LPG
cylinders.
Third . Belying petitioners' contention, the seized items during the service of the
search warrants tend to show that Omni illegally re lled branded LPG cylinders without
authority.
On April 29, 2004, the NBI agents who served the search warrants on Omni
seized the following:
Quantity/Unit Description

7 LPG cylinders Totalgaz, 11.0 kg [filled]

1 LPG cylinder Petron Gasul, 11.0 kg [filled]
1 LPG cylinder Shellane, 11.0 kg [filled]
29 LPG cylinders Superkalan Gaz, 2.7 kg [empty]
17 LPG cylinders Petron Gasul, 11.0 kg [empty]
8 LPG cylinders Marked as Omnigas with Shell emboss,
11.0 kg [empty]
Marked as Omnigas with Totalgaz
5 LPG cylinders
emboss,
11.0 kg [empty]
23 LPG cylinders Shellane, 11.0 kg [empty]
3 LPG cylinders Marked as Omnigas with Gasul emboss,
11.0 kg [empty]
21 LPG cylinders Totalgaz, 11.0 kg [empty]

The foregoing list is embodied in the NBI's Receipt/Inventory of Property/Item

Seized 5 5 signed by NBI Agent Edwin J. Roble who served and implemented the search
warrants. And a copy thereof was duly received by Atty. Allan U. Ty, representative of
Omni, who signed the same "under protest" and made the annotation at the bottom part
thereon: "The above items/cylinders were taken at customers' trucks and the empty
cylinders taken at the warehouse (swapping section) of the company." 5 6
Even considering that the lled LPG cylinders were indeed already loaded on
customers' trucks when con scated, yet the fact that these re lled LPG cylinders
consisting of nine branded LPG cylinders, speci cally Totalgaz, Petron Gasul and
Shellane, tends to show that Omni indeed re lled these branded LPG cylinders without
authorization from Total, Petron and Pilipinas Shell. Such a fact is bolstered by the test-
buy conducted by Agent De Jemil and NBI con dential agent Kawada: Omni's
unauthorized re lling of branded LPG cylinders, contrary to Sec. 2 (a) in relation to Sec.
3 (c) of BP 33, as amended. Said provisos provide:
Sec. 2. Prohibited Acts. — The following acts are prohibited and
penalized:
(a) Illegal trading in petroleum and/or petroleum products ;
xxx xxx xxx

Sec. 3. De nition of terms. — For the purpose of this Act, the following
terms shall be construed to mean:
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 Illegal trading in petroleum and/or petroleum products —
xxx xxx xxx

(c) Re lling of lique ed petroleum gas cylinders without

authority from said Bureau, or re lling of another company's or rm's
cylinders without such company's or rm's written authorization ;
(Emphasis supplied.)

As petitioners strongly argue, even if the branded LPG cylinders were indeed
owned by customers, such fact does not authorize Omni to re ll these branded LPG
cylinders without written authorization from the brand owners Pilipinas Shell, Petron
and Total. In Yao, Sr. v. People, 5 7 a case involving criminal infringement of property
rights under Sec. 155 of RA 8293, 5 8 in affirming the courts a quo's determination of the
presence of probable cause, this Court held that from Sec. 155.1 5 9 of RA 8293 can be
gleaned that "mere unauthorized use of a container bearing a registered trademark in
connection with the sale, distribution or advertising of goods or services which is likely
to cause confusion, mistake or deception among the buyers/consumers can be
considered as trademark infringement." 6 0 The Court a rmed the presence of
infringement involving the unauthorized sale of Gasul and Shellane LPG cylinders and
t h e unauthorized re lling of the same by Masagana Gas Corporation as duly
attested to and witnessed by NBI agents who conducted the surveillance and test-
buys.
Similarly, in the instant case, the fact that Omni re lled various branded LPG
cylinders even if owned by its customers but without authority from brand owners
Petron, Pilipinas Shell and Total shows palpable violation of BP 33, as amended. As
aptly noted by the Court in Yao, Sr. v. People, only the duly authorized dealers and
re llers of Shellane, Petron Gasul and, by extension, Total may re ll these branded LPG
cylinders. Our laws sought to deter the pernicious practices of unscrupulous
businessmen.
Fourth . The issue of ownership of the seized branded LPG cylinders is irrelevant
and hence need no belaboring. BP 33, as amended, does not require ownership of the
branded LPG cylinders as a condition sine qua non for the commission of offenses
involving petroleum and petroleum products. Verily, the offense of re lling a branded
LPG cylinder without the written consent of the brand owner constitutes the offense
regardless of the buyer or possessor of the branded LPG cylinder.
After all, once a consumer buys a branded LPG cylinder from the brand owner or
its authorized dealer, said consumer is practically free to do what he pleases with the
branded LPG cylinder. He can simply store the cylinder once it is empty or he can even
destroy it since he has paid a deposit for it which answers for the loss or cost of the
empty branded LPG cylinder. Given such fact, what the law manifestly prohibits is the
re lling of a branded LPG cylinder by a re ller who has no written authority from the
brand owner. Apropos, a re ller cannot and ought not to re ll branded LPG cylinders if
it has no written authority from the brand owner.
Besides, persuasive are the opinions and pronouncements by the DOE: brand
owners are deemed owners of their duly embossed, stamped and marked LPG
cylinders even if these are possessed by customers or consumers. The Court
recognizes this right pursuant to our laws, i.e., Intellectual Property Code of the
Philippines. Thus the issuance by the DOE Circular No. 2000-05-007, 6 1 the letter-
opinion 6 2 dated December 9, 2004 of then DOE Secretary Vincent S. Perez addressed
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 to Pilipinas Shell, the June 6, 2007 letter 6 3 of then DOE Secretary Raphael P.M. Lotilla
to the LPGIA, and DOE Department Circular No. 2007-10-0007 6 4 on LPG Cylinder
Ownership and Obligations Related Thereto issued on October 13, 2007 by DOE
Secretary Angelo T. Reyes.
Fifth . The ownership of the seized branded LPG cylinders, allegedly owned by
Omni customers as petitioners adamantly profess, is of no consequence. DTISaH

The law does not require that the property to be seized should be owned by the
person against whom the search warrants is directed. Ownership, therefore, is of no
consequence, and it is su cient that the person against whom the warrant is directed
has control or possession of the property sought to be seized. 6 5 Petitioners cannot
deny that the seized LPG cylinders were in the possession of Omni, found as they were
inside the Omni compound.
In ne, we also note that among those seized by the NBI are 16 LPG cylinders
bearing the embossed brand names of Shellane, Gasul and Totalgaz but were marked
as Omnigas. Evidently, this pernicious practice of tampering or changing the
appearance of a branded LPG cylinder to look like another brand violates the brand
owners' property rights as infringement under Sec. 155.1 of RA 8293. Moreover,
tampering of LPG cylinders is a mode of perpetrating the criminal offenses under BP
33, as amended, and clearly enunciated under DOE Circular No. 2000-06-010 which
provided penalties on a per cylinder basis for each violation.
Foregoing considered, in the backdrop of the quantum of evidence required to
support a nding of probable cause, we agree with the appellate court and the O ce of
the Chief State Prosecutor, which conducted the preliminary investigation, that there
exists probable cause for the violation of Sec. 2 (a) in relation to Sec. 3 (c) of BP 33, as
amended. Probable cause has been de ned as the existence of such facts and
circumstances as would excite belief in a reasonable mind, acting on the facts within
the knowledge of the prosecutor, that the person charged was guilty of the crime for
which he was prosecuted. 6 6 After all, probable cause need not be based on clear and
convincing evidence of guilt, as the investigating o cer acts upon reasonable belief —
probable cause implies probability of guilt and requires more than bare suspicion but
less than evidence which would justify a conviction. 6 7
Probable violation of Sec. 2 (c) of BP 33, as amended
Anent the alleged violation of Sec. 2 (c) in relation to Sec. 4 of BP 33, as
amended, petitioners strongly argue that there is no probable cause for said violation
based upon an under lling of a lone cylinder of the eight branded LPG cylinders re lled
during the test-buy. Besides, they point out that there was no nding of under lling in
any of the lled LPG cylinders seized during the service of the search warrants. Citing
DOE's Bureau of Energy Utilization Circular No. 85-3-348, they maintain that some
deviation is allowed from the exact lled weight. Considering the fact that an isolated
under lling happened in so many LPG cylinders lled, petitioners are of the view that
such is due to human or equipment error and does not in any way constitute deliberate
underfilling within the contemplation of the law.
Moreover, petitioners cast aspersion on the report and ndings of LPG Inspector
Navio of the LPGIA by assailing his independence for being a representative of the
major petroleum companies and that the inspection he conducted was made without
the presence of any DOE representative or any independent body having technical
expertise in determining LPG cylinder underfilling beyond the authorized quantity.

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 Again, we are not persuaded.
Contrary to petitioners' arguments, a single under lling constitutes an offense
under BP 33, as amended by PD 1865, which clearly criminalizes these offenses. In
Perez v. LPG Re llers Association of the Philippines, Inc., 6 8 the Court a rmed the
validity of DOE Circular No. 2000-06-010 which provided penalties on a per
cylinder basis for each violation , thus:
B.P. Blg. 33, as amended, criminalizes illegal trading , adulteration,
underfilling , hoarding, and overpricing of petroleum products. Under this general
description of what constitutes criminal acts involving petroleum products, the
Circular merely lists the various modes by which the said criminal acts may be
perpetrated, namely: no price display board, no weighing scale, no tare weight or
incorrect tare weight markings, no authorized LPG seal , no trade name,
unbranded LPG cylinders, no serial number, no distinguishing color, no embossed
identifying markings on cylinder, under lling LPG cylinders, tampering LPG
cylinders , and unauthorized decanting of LPG cylinders. These speci c acts and
omissions are obviously within the contemplation of the law, which seeks to curb
the pernicious practices of some petroleum merchants. 6 9 (Emphasis supplied.)

Moreover, in denying the motion for reconsideration of the LPG Re llers

Association of the Philippines, Inc., the Court upheld the basis of said DOE Circular No.
2000-06-010 on the imposition of penalties on a per cylinder basis , thus:
Respondent's position is untenable. The Circular is not con scatory in
providing penalties on a per cylinder basis. Those penalties do not exceed the
ceiling prescribed in Section 4 of B.P. Blg. 33, as amended, which penalizes " any
person who commits any act [t]herein prohibited." Thus, violation on a per
cylinder basis falls within the phrase "any act" as mandated in Section 4. To
provide the same penalty for one who violates a prohibited act in B.P. Blg. 33, as
amended, regardless of the number of cylinders involved would result in an
indiscriminate, oppressive and impractical operation of B.P. Blg. 33, as amended.
The equal protection clause demands that "all persons subject to such legislation
shall be treated alike, under like circumstances and conditions, both in the
privileges conferred and in the liabilities imposed." 7 0
ScaATD

The Court made it clear that a violation, like under lling, on a per cylinder basis
falls within the phrase of any act as mandated under Sec. 4 of BP 33, as amended.
Ineluctably, the under lling of one LPG cylinder constitutes a clear violation of BP 33, as
amended. The nding of under lling by LPG Inspector Navio of the LPGIA, as aptly
noted by Manila Assistant City Prosecutor Catalo who conducted the preliminary
investigation, was indeed not controverted by petitioners.
On the issue of manifest bias and partiality, su ce it to say that aside from the
allegation by petitioners, they have not shown that LPG Inspector Navio is neither an
expert nor quali ed to determine under lling. Besides, it must be noted that the
inspection by LPG Inspector Navio was conducted in the presence of NBI agents on
April 23, 2004 who attested to that fact through their a davits. Moreover, no rules
require and petitioners have not cited any that the inspection be conducted in the
presence of DOE representatives.
Second Core Issue: Petitioners' Liability for Violations
Sec. 4 of BP 33, as amended, provides for the penalties and persons who are
criminally liable, thus:
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 Sec. 4. Penalties. — Any person who commits any act herein prohibited
shall, upon conviction, be punished with a ne of not less than twenty thousand
pesos (P20,000) but not more than fty thousand pesos (P50,000), or
imprisonment of at least two (2) years but not more than ve (5) years, or both, in
the discretion of the court. In cases of second and subsequent conviction under
this Act, the penalty shall be both ne and imprisonment as provided herein.
Furthermore, the petroleum and/or petroleum products, subject matter of the
illegal trading, adulteration, shortselling, hoarding, overpricing or misuse, shall be
forfeited in favor of the Government: Provided, That if the petroleum and/or
petroleum products have already been delivered and paid for, the offended party
shall be indemni ed twice the amount paid, and if the seller who has not yet
delivered has been fully paid, the price received shall be returned to the buyer with
an additional amount equivalent to such price; and in addition, if the offender is
an oil company, marketer, distributor, re ller, dealer, sub-dealer and other retail
outlets, or hauler, the cancellation of his license.
Trials of cases arising from this Act shall be terminated within thirty (30)
days after arraignment.
When the offender is a corporation , partnership, or other juridical person,
the president , the general manager, managing partner, or such other officer
charged with the management of the business affairs thereof, or
employee responsible for the violation shall be criminally liable; in case the
offender is an alien, he shall be subject to deportation after serving the sentence.
If the offender is a government o cial or employee, he shall be perpetually
disqualified from office. (Emphasis supplied.)

Relying on the third paragraph of the above statutory proviso, petitioners argue
that they cannot be held liable for any perceived violations of BP 33, as amended, since
they are mere directors of Omni who are not in charge of the management of its
business affairs. Reasoning that criminal liability is personal, liability attaches to a
person from his personal act or omission but not from the criminal act or negligence of
another. Since Sec. 4 of BP 33, as amended, clearly provides and enumerates who are
criminally liable, which do not include members of the board of directors of a
corporation, petitioners, as mere members of the board of directors who are not in
charge of Omni's business affairs, maintain that they cannot be held liable for any
perceived violations of BP 33, as amended. To bolster their position, they attest to
being full-time employees of various rms as shown by the Certi cates of Employment
7 1 they submitted tending to show that they are neither involved in the day-to-day
business of Omni nor managing it. Consequently, they posit that even if BP 33, as
amended, had been violated by Omni they cannot be held criminally liable thereof not
being in any way connected with the commission of the alleged violations, and,
consequently, the criminal complaints led against them based solely on their being
members of the board of directors as per the GIS submitted by Omni to SEC are
grossly discriminatory.
On this point, we agree with petitioners except as to petitioner Arnel U. Ty who is
indisputably the President of Omni.
It may be noted that Sec. 4 above enumerates the persons who may be held
liable for violations of the law, viz.: (1) the president, (2) general manager, (3) managing
partner, (4) such other o cer charged with the management of the business affairs of
the corporation or juridical entity, or (5) the employee responsible for such violation. A
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 common thread of the rst four enumerated o cers is the fact that they manage the
business affairs of the corporation or juridical entity. In short, they are operating
officers of a business concern, while the last in the list is self-explanatory.
AIHaCc

It is undisputed that petitioners are members of the board of directors of Omni

at the time pertinent. There can be no quibble that the enumeration of persons who may
be held liable for corporate violators of BP 33, as amended, excludes the members of
the board of directors. This stands to reason for the board of directors of a corporation
is generally a policy making body. Even if the corporate powers of a corporation are
reposed in the board of directors under the rst paragraph of Sec. 23 7 2 of the
Corporation Code, it is of common knowledge and practice that the board of directors
is not directly engaged or charged with the running of the recurring business affairs of
the corporation. Depending on the powers granted to them by the Articles of
Incorporation, the members of the board generally do not concern themselves with the
day-to-day affairs of the corporation, except those corporate o cers who are charged
with running the business of the corporation and are concomitantly members of the
board, like the President. Section 25 7 3 of the Corporation Code requires the president
of a corporation to be also a member of the board of directors.
Thus, the application of the legal maxim expressio unius est exclusio alterius,
which means the mention of one thing implies the exclusion of another thing not
mentioned. If a statute enumerates the thing upon which it is to operate, everything else
must necessarily and by implication be excluded from its operation and effect. 7 4 The
fourth o cer in the enumerated list is the catch-all "such other o cer charged with the
management of the business affairs" of the corporation or juridical entity which is a
factual issue which must be alleged and supported by evidence.
A scrutiny of the GIS reveals that among the petitioners who are members of the
board of directors are the following who are likewise elected as corporate o cers of
Omni: (1) Petitioner Arnel U. Ty (Arnel) as President; (2) petitioner Mari Antonette Ty as
Treasurer; and (3) petitioner Jason Ong as Corporate Secretary. Sec. 4 of BP 33, as
amended, clearly indicated rstly the president of a corporation or juridical entity to be
criminally liable for violations of BP 33, as amended.
Evidently, petitioner Arnel, as President, who manages the business affairs of
Omni, can be held liable for probable violations by Omni of BP 33, as amended. The fact
that petitioner Arnel is ostensibly the operations manager of Multi-Gas Corporation, a
family owned business, does not deter him from managing Omni as well. It is well-
settled that where the language of the law is clear and unequivocal, it must be taken to
mean exactly what it says. 7 5 As to the other petitioners, unless otherwise shown that
they are situated under the catch-all "such other o cer charged with the management
of the business affairs," they may not be held liable under BP 33, as amended, for
probable violations. Consequently, with the exception of petitioner Arnel, the charges
against other petitioners must perforce be dismissed or dropped.
WHEREFORE , premises considered, we PARTIALLY GRANT the instant
petition. Accordingly, the assailed September 28, 2007 Decision and March 14, 2008
Resolution of the Court of Appeals in CA-G.R. SP No. 98054 are AFFIRMED with
MODIFICATION that petitioners Mari Antonette Ty, Jason Ong, Willy Dy and Alvin Ty
are excluded from the two Informations charging probable violations of Batas
Pambansa Bilang 33, as amended. The Joint Resolution dated November 7, 2005 of the
Office of the Chief State Prosecutor is modified accordingly.
No pronouncement as to costs.
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 SO ORDERED .
Corona, C.J., Leonardo-de Castro, Del Castillo and Perez, JJ., concur.

Footnotes
1.Rollo, pp. 72-92. Penned by Associate Justice Ramon M. Bato, Jr. and concurred in by
Associate Justices Andres B. Reyes and Arcangelita Romilla Lontok.

2.Id. at 375-380. Penned by DOJ Undersecretary Ernesto L. Pineda.

3.Id. at 417-418. Penned by DOJ Secretary Raul M. Gonzalez.

4.Id. at 269-274.

5.Id. at 61-63.
6.Id. at 112-115.

7.Id. at 107-108.
8."An Act De ning and Penalizing certain Prohibited Acts Inimical to the Public Interest and
National Security Involving Petroleum and/or Petroleum Products, Prescribing Penalties
therefor and for Other Purposes," promulgated on June 6, 1979.

9."Amending Batas Pambansa Blg. 33, . . ., by Including Short-Selling and Adulteration of

Petroleum and Petroleum Products and Other Acts in the De nition of Prohibited Acts,
Increasing the Penalties therein, and for Other Purposes," issued on May 25, 1983.
10.Rollo, p. 117.

11.Id. at 118-119.
12.Id. at 120-122.

13.Id. at 123.

14.Id. at 127-129.
15.Id. at 132-134.

16.Id. at 135-137.
17.Id. at 148-149.

18.Id. at 150-151.

19.Id. at 140.
20.Id. at 144-147, dated April 30, 2004.

21.Id. at 102-106, dated May 31, 2004.

22.Id. at 156-161, dated May 31, 2004.

23.Id. at 214-217, dated June 28, 2004.

24.Id. at 219-225, Reply-Affidavit, dated July 9, 2004.

25.Id. at 226-229, Joint Rejoinder-Affidavit, dated July 30, 2004.

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 26.Supra note 4.

27.Rollo, p. 273.
28.Id. at 275-289, dated February 8, 2006.

29.Id. at 318-320.
30.Id. at 321-338, Petition for Review, dated June 1, 2006.

31.Supra note 2.

32.Rollo, p. 379.
33.Id. at 381-309, Motion for Reconsideration (Re: Resolution dated 9 October 2006), dated
October 20, 2006.

34.Supra note 3.
35.Rollo, pp. 419-459.

36.Id. at 490-499, dated May 8, 2007.

37.Id. at 811-826, dated August 30, 2007.

38.Id. at 827-855, dated August 30, 2007.

39.Supra note 1.
40.Rollo, pp. 91-92.

41.Id. at 565-568, signed by DOE Secretary Vincent S. Perez, dated December 9, 2004.

42.Id. at 361, issued by DOE Secretary Mario V. Tiaoqui.

43.Supra note 5.

44.Rollo, p. 44.
45.Id. at 726-745, dated April 13, 2009.

46.Id. at 749-772, dated April 13, 2009.

47.Id. at 961-971, Comment/Opposition (to the Motion for Leave to Intervene and to Admit
Attached Comment-in-Intervention), dated June 29, 2009.

48.Baltazar v. People, G.R. No. 174016, July 28, 2008, 560 SCRA 278, 291.

49.Reyes v. Pearlbank Securities, Inc., G.R. No. 171435, July 30, 2008, 560 SCRA 518, 535;
citing Advincula v. Court of Appeals, G.R. No. 131144, October 18, 2000, 343 SCRA 583,
589-290 and Punzalan v. Dela Peña, G.R. No. 158543, July 21, 2004, 434 SCRA 601.

50.G.R. No. 147065, March 14, 2008, 548 SCRA 337.

51.G.R. No. 164715, September 20, 2006, 502 SCRA 518.

52.G.R. No. 163593, December 16, 2005, 478 SCRA 387.

53.Chan v. Secretary of Justice, supra note 50, at 350.

54.Downstream Oil Industry Deregulation Act of 1998.

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 55.Supra note 19.

56.Rollo, p. 140.

57.G.R. No. 168306, June 19, 2007, 525 SCRA 108.

58.Intellectual Property Code of the Philippines, promulgated on June 6, 1997 and took effect
on January 1, 1998.

59.Sec. 155. Remedies; Infringement. — Any person who shall, without the consent of the owner
of the registered mark:
155.1. Use in commerce any reproduction, counterfeit, copy, or colorable imitation of a
registered mark or the same container or a dominant feature thereof in connection with
the sale, offering for sale, distribution, advertising of any goods or services including
other preparatory steps necessary to carry out the sale of any goods or services on or in
connection with which such use is likely to cause confusion , or to cause mistake , or
to deceive ; . . . (Emphasis supplied.)

60.Yao, Sr. v. People, supra note 57, at 126.

61.Supra note 42, DOE Department Circular No. 2000-05-07 provides:

Embossed Identifying Mark on LPG Cylinders and Installation of Collars with
Distinctive Design or Markings on Existing LP Cylinders During Requalification

FOR: LPG REFILLERS ASSOCIATION (LPGRA) PHILIPPINE LPG ASSOCIATION (PLPGA)

LPG INSTITUTE OF THE PHILIPPINES (LPGIP) SOUTHERN ISLANDS TASK FORCE
(SILTF) LIQUIGAS PHILIPPINES CORPORATION (LPC) PETRONAS ENERGY
PHILIPPINES, INC. (PEPI) PRYCE GASES INCORPORATED (PGI) NATION GAS (NATION)
TOTAL LPG PHILIPPINES (TOTAL) PETRON CORPORATION (PETRON) PILIPINAS
SHELL PETROLEUM CORP. (PSPC) CALTEX TRADING CORP. (CATGAS) MANILA GAS
CORPORATION (MGC) PHILIPPINE ASSOCIATION OF LPG CYLINDERS
MANUFACTURERS, INC. (PALCMI) ALL OTHERS CONCERNED
WHEREAS, pursuant to Section 2 and Section 5 (k) of Chapter 1 of RA No. 7638, the
DEPARTMENT OF ENERGY (DOE) shall formulate rules and regulations as may be
necessary to guide the operations of both government and private entities involved in
energy resource supply and distribution.

WHEREAS, it has come to the attention of his Office that there is a substantial number
of LPG cylinders circulating without appropriate distinguishing marks to
identify the owner or source for purposes of pinpointing responsibility in
cases of underfilling and other violations related to said cylinders ;

WHEREAS, with the intensi ed drive against violators in the conduct of the downstream
LPG industry the DOE nds that there is a need to address this problem of proper
identification;

WHEREAS, premises considered, all concerned LPG industry players are hereby directed
to strictly comply with the following:

In the manufacture of new LPG cylinders the body shall be embossed with
clear markings or signs indicating ownership . New and locally manufactured
cylinders shall conform to the required Product Standard (PS) mark. For imported
cylinders the same shall be marked with the appropriate Import Commodity Clearance
(ICC) prior to local circulation. For existing LPG cylinders without the embossed
markings or signs, including all imported cylinders, distinctive collars or collars with
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 distinctive designs or markings of permanent character shall be installed upon
requali cation or prior to local circulation, as the case may be. The installation of the
required collar or distinctive markings of permanent character shall be made only by
government accredited cylinders manufacturers or requali ers with the date of
installation properly indicated thereon.

This Department Circular shall take effect one (1) month after its complete Publication
in two (2) newspaper [sic] of general circulation.
MARIO V. TIAOQUI

Secretary

(Emphasis supplied.)
62.Supra note 41.

63.Rollo, pp. 563-564.

64.Id. at 658-659, DOE Department Circular No. 2007-10-0007 provides:

LPG CYLINDER OWNERSHIP

AND OBLIGATIONS RELATED THERETO
WHEREAS, pursuant to Republic Act Nos. 7368 (Department of Energy Act of 1992) and
8479 (Downstream Oil Industry Deregulation Act of 1998), Batas Pambansa Blg. 33 as
amended by Presidential Decree 1865 (De ning and penalizing certain prohibited acts
involving petroleum/petroleum products), and under pertinent rules and regulations, the
DOE has the power to monitor, supervise and regulate the petroleum industry and
impose corresponding administrative penalties for violations thereof;
WHEREAS, disputes and disagreements among industry players have increased in the
recent years regarding generally, the ownership of lique ed petroleum gas (LPG)
cylinders, owing to the absence of clear guidelines de ning such ownership,
misunderstanding by consumers and dealers alike, and the inordinate indifference of
industry players to address this particular concern amongst themselves;
WHEREAS, the DOE has already issued Department Circular No. DC2000-05-07, requiring
among others that the owners or sources of LPG cylinders to emboss their brand
and ownership markings on the LPG cylinders, in an attempt to identify the
owners thereof for purposes of accountability ;

WHEREAS, illegal practices in LPG industry are escalating, more particularly in

the re lling LPG cylinders without the prior approval of consent of the owner
of the LPG cylinders, in the process depriving the latter of reasonable
business return, fomenting unsafe handling practice, and thus increasing risk
and danger to the consuming public ;

WHEREAS, there is now a pressing need to establish clear directives in order to diminish,
if not totally eliminate, illegal practices and abuses such as above, to prevent evasion of
liability on the part of LPG industry players, and to provide clear guidelines and reference
on the ownership of LPG cylinders, to enable the Department to identify the proper liable
persons and impose the appropriate penalty thereof;

WHEREAS, in consideration of the foregoing, the following guidelines are hereby

promulgated to govern these concerns:
SECTION 1. The brand owner whose permanent mark/markings appear/s on the
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 LPG cylinder shall be presumed the owner thereof, irrespective of the party in
custody or possession of the cylinder , and regardless of whether such cylinder is, or
continues to be, properly marked, stamped or identi ed to contain its LPG brand, or
whether such cylinder is in compliance, or continues to comply with any other product or
quality standard prescribed under law, by the DOE or by the Department of Trade and
Industry (DTI), unless there is any unequivocal proof or indication that such
cylinder was sold, alienated, or otherwise disposed of by the brand owner to
an unrelated third party under a written instrument .

SECTION 2. The brand owner shall have the obligation to ensure that its cylinders
comply with all required product quality, quantity and safety standards and
speci cations before they are released for sale/distribution and while they are in
circulation; Provided that receipt by the DOE of a veri ed notice or report from the brand
owner regarding any loss, stolen or missing LPG cylinders shall prima facie relieve the
cylinder owner of the obligation to ensure the quality, safety and exact net content of
such LPG cylinders. Such report may be rebutted by contrary evidence.

SECTION 3. The brand owner shall issue authorization to entity/ rm authorized

to re ll their LPG cylinders . Consequently, an entity/ rm who shall re ll LPG
cylinders without authority from the brand owner shall be charged with
"Illegal Refilling" and corresponding sanctions shall be applied ;

SECTION 4. Upon notice of this Circular, all brand owners shall immediately commence
LPG cylinder audit and recovery program for a period not exceeding six (6) months from
effectivity of this Circular; and report the same to OIMB.

Provisions to complement this definition may be issued subsequently, as necessary.

Penalties and sanctions for violations of this Circular shall take effect immediately upon
its publication in two (2) newspapers of general circulation.
Fort Bonifacio, Taguig City, October 13, 2007.

ANGELO T. REYES
Secretary
Department of Energy

(Emphasis supplied.)
65.Yao, Sr. v. People, supra note 57, at 138; citing Burgos, Sr. v. Chief of Staff, AFP, No. L-
64261, December 26, 1984, 133 SCRA 800.

66.Aguirre v. Secretary, Department of Justice, G.R. No. 170723, March 3, 2008, 547 SCRA 431,
452; Tan v. Ballena, G.R. No. 168111, July 4, 2008, 557 SCRA 229, 251, citing Cruz v.
People, G.R. No. 110436, June 27, 1994. 233 SCRA 439, 453-454 as cited in Ladlad v.
Velasco, G.R. Nos. 172070-72, June 1, 2007, 523 SCRA 348, 335.
67.Chan v. Secretary of Justice, supra note 50, at 352; citing Ching v. The Secretary of Justice,
G.R. No. 164317, February 6, 2006, 481 SCRA 609, 629; The Presidential Ad Hoc Fact-
Finding Committee on Behest Loans (FFCBL) v. Desierto, G.R. No. 136225, April 23,
2008, 552 SCRA 513, 528.

68.G.R. No. 159149, June 26, 2006, 492 SCRA 638.

69.Id. at 649-650.

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 70.Perez v. LPG Re llers Association of the Philippines, Inc., G.R. No. 159149, August 28, 2007,
531 SCRA 431, 435.

71.Rollo, pp. 241-243.

72.Sec. 23. The board of directors or trustees. — Unless otherwise provided in this Code, the
corporate powers of all corporations formed under this Code shall be exercised, all
business conducted and all property of such corporations controlled and held by
the board of directors or trustees to be elected from among the holders of stocks, or
where there is no stock, from among the members of the corporation, who shall hold
o ce for one (1) year until their successors are elected and quali ed. (Emphasis
supplied.)
73.Sec. 25. Corporate o cers, quorum. — Immediately after their election, the directors of a
corporation must formally organize by the election of a president, who shall be a
director , a treasurer who may or may not be a director, a secretary who shall be a
resident and citizen of the Philippines, and such other o cers as may be provided for in
the by-laws. Any two (2) or more positions may be held concurrently by the same person,
except that no one shall act as president and secretary or as president and treasurer at
the same time.
74.Municipality of Nueva Era, Ilocos Norte v. Municipality of Marcos, Ilocos Norte, G.R. No.
169435, February 27, 2008, 547 SCRA 71, 93 (citations omitted).

75.Yu v. Orchard Golf & Country Club, Inc., G.R. No. 150335, March 1, 2007, 517 SCRA 169, 177
(citations omitted).

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