SEC v.

Price Richardson Corporation

July 26, 2017 | LEONEN, J. | Prohibitions on fraud, manipulation and insider trading | JPS

DOCTRINE: Section 26. Fraudulent Transactions.—It shall be unlawful for any person, directly or indirectly, in connection
with the purchase or sale of any securities to: . . . ..26.3. Engage in any act, transaction, practice or course of business which
operates or would operate as a fraud or deceit upon any person.
Section 28. Registration of Brokers, Dealers, Salesmen and Associated Persons.— 28.1. No person shall engage in the business
of buying or selling securities in the Philippines as a broker or dealer, or act as a salesman, or an associated person of any
broker or dealer unless registered as such with the Commission.
SUMMARY: SEC filed a complaint with Prosec against Price Richardson who was found by NBI Interpol to have been
engaging in selling of nonexistent stocks to investors and without even a license to engage in the business of buying and
selling securities within the PH. Prosec dismissed for lack of probably cause. SC reversed, saying there is probable cause.

FACTS:
● Price Richardson Corporation (Price Richardson) is a Philippine corporation duly incorporated under Philippine laws.
Its primary purpose is to provide administrative services which includes furnishing all necessary and incidental
clerical, bookkeeping, mailing and billing services.
● In 2001, its former employee, Michelle S. Avelino, executed a sworn affidavit at the NBIs Interpol Division, alleging
that Price Richardson was “engaged in boiler room operations, wherein the company sells non-existent stocks to
investors using high pressure sales tactics.” Whenever this activity was discovered, the company would close and
emerge under a new company name. This was corroborated by Janet C. Rillo, a former employee of Capital
International Consultants, Inc. (Capital International), a corporation that allegedly merged with Price Richardson. She
claimed that their calls to prospective investors should be in Price Richardson’s name.
● Upon application of the NBI Interpol Division and the SEC, RTC Makati issued search warrants against Capital
International and Price Richardson for violation of Section 28 of the SRC. RTC ordered the seizure of Price
Richardson’s and Capital International’s office equipment, documents, and other items that were connected with the
alleged violation.
● SEC filed with the DOJ its complaint against Price Richardson, its incorporators and directors, as well as against
Velarde-Albert, its Director for Operations, and Resnick, its Associated Person.
● SEC alleged that Price Richardson was neither licensed nor registered “to engage in the business of buying and selling
securities within the Philippines or act as salesman, or an associated person of any broker or dealer.” It claimed that
Velarde-Albert and Resnick should be liable for acting as brokers or salesmen despite not being registered.
Meanwhile, the incorporators and directors’ liability was based on being responsible “for the corporate management
with the obligation to ensure that Price Richardson operated within the bounds of law.”
● Price Richardson, Velarde-Albert, Resnick, and the incorporators and directors were also charged with Estafa under
Article 315(1)(b) of the RPC. SEC averred that they obtained their investors’ confidence by comporting themselves as
legitimate stockbrokers. Their act constituted misappropriation with abuse of confidence.
● Prosecutor dismissed the complaint for lack of probable cause.
○ The various “confirmation of trade” receipts . . . taken singly, does not prove violation of Sections 26.3 and 28
of the SRC.
○ There is no evidence that indeed anyone transacted business much less purchased or sold securities with any
of the respondents acting as broker or dealer in securities
● In the meantime, individuals claiming to have agreed to purchase securities from Price Richardson and have been
defrauded surfaced and executed sworn statements against it. They claimed that Price Richardson engaged in illegal
trade of securities. They filed complaints against Price Richardson before the DOJ for violation of Article 315(1)(b) of
the RPC and Sections 26.3 and 28 of the SRC.
● Sec of Justice upheld the dismissal. CA affirmed.
○ CA found that the affidavits executed by Price Richardson’s employees were merely surmises. They did not
have personal knowledge of the security trading since their jobs were limited to persuading people to get
newsletter subscriptions.
○ The documents seized from Price Richardson’s office showed a transaction between it and an investor.
However, “no clear and specific acts of buying or selling of securities were alleged and substantiated by the
SEC
○ The alleged investors’ affidavits were not sufficient to find probable cause because the alleged transactions
transpired over the phone and while these investors were not in the Philippines. Moreover, since the traded
stocks were not of domestic corporations or from corporations doing business in the Philippines, Philippine
penal laws could not be applied.
○ Lastly, there was no basis for the complaints against VelardeAlbert and Resnick because they were neither
board members nor stockholders of the corporation. The complaint did not allege any particular act that can
be interpreted as their direct participation in the purported illegal stock trading.
 ● Petitioner claims that Secretary Gonzalez committed grave abuse of discretion in not finding probable cause to indict
respondents.
● Price Richardson insists that Section 28 of the SRC prohibits anyone from engaging in the business of buying and
selling securities without registration from the SEC if those transactions are offered “to the public within the
Philippines.” This provision does not apply in this case because the alleged buyers of securities were not citizens of or
resided in the Philippines. Additionally, the allegedly sold or offered securities were registered outside the
Philippines, where the alleged sales also transpired. Hence, these sales are not under the Philippine jurisdiction.

ISSUE: W/N there is probable cause to indict respondents for violation of Sections 26.3 and 28 of the Securities Regulation
Code and Article 315(1)(b) of the Revised Penal Code. -YES

RULING:
● SEC provided sufficient bases to form a belief that a crime was possibly committed by Price Richardson.
● The complaint alleged that respondents committed violations of the following:
○ Section 26. Fraudulent Transactions.—It shall be unlawful for any person, directly or indirectly, in connection with the
purchase or sale of any securities to: . . . ..26.3. Engage in any act, transaction, practice or course of business which
operates or would operate as a fraud or deceit upon any person.
○ Section 28. Registration of Brokers, Dealers, Salesmen and Associated Persons.— 28.1. No person shall engage in
the business of buying or selling securities in the Philippines as a broker or dealer, or act as a salesman, or an
associated person of any broker or dealer unless registered as such with the Commission.
○ ARTICLE 315. Swindling (Estafa).—Any person who shall defraud another by any of the means mentioned herein below
shall be punished by: . . . . 4th. By arresto mayor in its medium and maximum periods, if such amount does not exceed 200
pesos, provided that in the four cases mentioned, the fraud be committed by any of the following means: 1. With
unfaithfulness or abuse of confidence, namely: . . . . (b) By misappropriating or converting, to the prejudice of another,
money, goods, or any other personal property received by the offender in trust or on commission, or for administration,
or under any other obligation involving the duty to make delivery of or to return the same, even though such obligation be
totally or partially guaranteed by a bond; or by denying having received such money, goods, or other property.
● Based on the Certification issued by the Market Regulation Department of the SEC, Price Richardson “has never
been issued any secondary license to act as broker/dealer in securities, investment house and dealer in
government securities.” SEC also certified that Price Richardson “is not, under any circumstances, authorized or
licensed to engage and/or solicit investments from clients.”
● Despite this, the documents seized from Price Richardson’s office show possible sales of securities. (such as)1
● SEC further supports its charges by submitting the complaint-affidavits and letters of individuals who transacted with
Price Richardson2.
● In addition, Price Richardson stated in its Memorandum: If this Honorable Court were to consider the setup of Price
Richardson, it was as if it engaged in outsourced operations wherein persons located in the Philippines called up
persons located in foreign locations to inform them of certain securities available in certain locations, and to
determine if they wanted to buy these securities which are offered in a different country.
● The evidence gathered by SEC and the statement of Price Richardson are facts sufficient enough to support a
reasonable belief that respondent is probably guilty of the offense charged.
● However, Velarde-Albert and Resnick cannot be indicted for violations of the SRC and the RPC. SEC failed to allege the
specific acts of Velarde-Albert and Resnick that could be interpreted as participation in the alleged violations. There
was also no showing, based on the complaints, that they were deemed responsible for Price Richardson’s violations.

DISPOSITION: Petition partially granted.

1 A company brochure consisting of 8 pages which declares that it is a financial consultant geared towards portfolio investment advice and
other financial services to investors; Detailed Quotes of OWTNF Otis-Winston, Ltd. shares downloaded from the Bloomberg.com website
which indicates its price, return, fundamentals and other matters; Confirmation of Trade issued by the respondent to its client MR. PETER
VAN DER HAEGEN which indicates that he bought on Oc[to]ber 16, 2001 750 Otis-[W]inston, Ltd. at $4.15 price per share for $3,112.50 . .
.among others
2 Mr. Don Sextus Nilantha, a citizen of Sri Lanka who clearly named Price Richardson as selling him 1000 shares of Hugo Intl. Telecom, Inc.
sometime in April 2001; Mr. Johannes Jacob Van Prooyen filed a complaint against Price Richardson with the National Bureau of
Investigation . . . In the said complaint, Mr. Van Prooyen clearly pointed to Price Richardson as the ones who contacted him on June 12, 2001
to buy 2000 shares of Hugo Intl. Telecom, Inc. and on July 10, 2001 to buy 2000 shares of GeoAlert.; Mr. Bjorn L. Nymann of Oslo, Norway
wrote about Price Richardson to this very same Department of Justice, which letter was received on July 9, 2002. In his letter Mr. Nymann
admitted dealing with Price Richardson. He admitted to having bought 3000 shares of Hugo Intl. Telecom, Inc.; At no time at such relevant
dates was Price Richardson licensed to act as traders or brokers of securities in the Philippines.