The gravamen of the crime of estafa under Article 315, paragraph 1 (b) of the Revised Penal Code

(RPC) is the appropriation or conversion of money or property received to the prejudice of the
offender.

ART. 315. Swindling (estafa). – Any person who shall defraud another by any of the means
mentioned hereinbelow.

1. With unfaithfulness or abuse of confidence, namely:

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(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; x x x

The elements of estafa with abuse of confidence are as follows: (a) that money, goods or other
personal property is 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; (b) that there
be misappropriation or conversion of such money or property by the offender or denial on his part of
such receipt; (c) that such misappropriation or conversion or denial is to the prejudice of another;
and (d) that there is a demand made by the offended party on the offender.8

http://www.lawphil.net/judjuris/juri2014/apr2014/gr_180016_2014.html

ART. 318. Other deceits. – The penalty of arresto mayor and a fine of not less than the amount of
the damage caused and not more than twice such amount shall be imposed upon any person who
shall defraud or damage another by any other deceit not mentioned in the preceding articles of this
chapter.

COMMERCIAL LAW; PRIVATE CORPORATIONS; LEVELS OF CONTROL IN CORPORATE

HIERARCHY; BOARD OF DIRECTORS MAY VALIDLY DELEGATE SOME FUNCTIONS TO
INDIVIDUAL OFFICERS OR AGENTS. — In the corporate hierarchy, there are three levels of
control: (1) the board of directors, which is responsible for corporate policies and the general
management of the business affairs of the corporation; (2) the officers, who in theory execute the
policies laid down by the board, but in practice often have wide latitude in determining the course of
business operations; and (3) the stockholders who have the residual power over fundamental
corporate changes, like amendments of the articles of incorporation. However, just as a natural
person may authorize another to do certain acts in his behalf, so may the board of directors of a
corporation validly delegate some of its functions to individual officers or agents appointed by it.

Taking all the above provisions of law together, it is clear that corporate powers may be directly
conferred upon corporate officers or agents by statute, the articles of incorporation, the by-laws or by
resolution or other act of the board of directors. In addition, an officer who is not a director may also
appoint other agents when so authorized by the by-laws or by the board of directors. Such are
referred to as express powers. 9 There are also powers incidental to express powers conferred. It is
a fundamental principle in the law of agency that every delegation of authority, whether general or
special, carries with it, unless the contrary be expressed, implied authority to do all of those acts,
naturally and ordinarily done in such cases, which are reasonably necessary and proper to be done
in order to carry into effect the main authority conferred. 10
Since the by-laws are a source of authority for corporate officers and agents of the corporation, a
resolution of the Board of Directors of Citibank appointing an attorney in fact to represent and bind it
during the pre-trial conference of the case at bar is not necessary because its by-laws allow its
officers, the Executing Officer and the Secretary Pro-Tem, ** to execute a power of attorney to a
designated bank officer, William W. Ferguson in this case, clothing him with authority to direct and
manage corporate affairs. The relevant provision in the general power of attorney granted to him are
as follows

Section 35. Executive committee. – The by-laws of a corporation may create an executive
committee, composed of not less than three members of the board, to be appointed by the board.
Said committee may act, by majority vote of all its members, on such specific matters within the
competence of the board, as may be delegated to it in the by-laws or on a majority vote of the board,
except with respect to: (1) approval of any action for which shareholders’ approval is also required;
(2) the filing of vacancies in the board; (3) the amendment or repeal of by-laws or the adoption of
new by-laws; (4) the amendment or repeal of any resolution of the board which by its express terms
is not so amendable or repealable; and (5) a distribution of cash dividends to the shareholders.