Compilation of Case DigestsInInvestment Law

Submitted by:Augustus Caesar M. Baares2009 0014

Submitted to:Atty. Mary Jude V. CantoriasTable of Contents

Case Title PageGarcia vs. Board of Investments, 4177 SCRA 374, September 07, 1989

Garcia vs. Board of Investments, 6191 SCRA 288, November 09, 1990

Garcia vs. Executive Secretary, 7204 SCRA 516, December 02, 1991

Toshiba Information Equipment (Phils.), Inc. vs. 9Commissioner of Internal Revenue,614SCRA 526, March 09, 2010

Phillips Seafood (Philippines) Corporation vs. 11Board of Investments, 578 SCRA 113,February 04, 2009

Atlas Consolidated Mining and Development Corporation vs. 13Commissioner of Internal Revenue, 524 SCRA 73, June 08, 2007

Garcia vs. J.G. Summit Petrochemical Corporation, 15516 SCRA 493, February 23, 2007

National Economic Protectionism Association vs. Ongpin, 17171 SCRA 657, April 10, 1989

Commissioner of Internal Revenue vs. Petron Corporation, 19668 SCRA 735, March 21,2012

First Lepanto Ceramics, Inc. vs. Court of Appeals, 22231 SCRA 30, March 10, 1994

First Lepanto Ceramics, Inc. vs. Court of Appeals, 24253 SCRA 552,February 09, 1996

First Lepanto Ceramics, Inc. vs. Court of Appeals, 26237 SCRA 519, October 07, 1994

Phillpine Amusement and Gaming Corporation (PAGCOR) vs. 28Fontana Development Corporation,622 SCRA 461, June 29, 2010

Commissioner of Internal Revenue vs. 30Toshiba Information Equipment (Phils.), Inc., 466 SCRA 211, August 09, 2005

Pilipinas Shell Petroleum Corporation vs. 33Commissioner of Internal Revenue,541 SCRA 316, December 21, 2007

John Hay Peoples Alternative Coalition vs. Lim, 36414 SCRA 356, October 24, 2003

Communication Materials and Design, Inc. vs. Court of Appeals,40260 SCRA 673, August 22, 1996Schmid & Oberly, Inc. vs. RJL Martinez Fishing Corp., 43166 SCRA 493, October 18, 1988

Pilipinas Kao, Inc. vs. Court of Appeals, 45372 SCRA 548, December 18, 2001

MR Holdings, Ltd. vs. Bajar, 47380 SCRA 617, April 11, 2002

Vinoya vs. National Labor Relations Commission, 50324 SCRA 469, February 02, 2000

Case Title PagePanasonic Communications Imaging Corporation of the Philippines vs. 53Commissioner of Internal Revenue, 612 SCRA 18,February 08, 2010

Cargill, Inc. vs. Intra Strata Assurance Corporation, 55615 SCRA 304, March 15, 2010

Executive Secretary vs. Southwing Heavy Industries, Inc., 58482 SCRA 673, February 20,2006

Namuhe vs. Ombudsman, 60298 SCRA 298, October 29, 1998

Telecommunications and Broadcast Attorneys of the Philippines, Inc. 62vs. Commission on Elections, 289 SCRA 337, April 21, 1998

Avon Insurance PLC vs. Court of Appeals, 65278 SCRA 312, August 29, 1997

JG Summit Holdings, Inc. vs. Court of Appeals, 67345 SCRA 143, November 20, 2000

Columbia Pictures, Inc. vs. Court of Appeals,69261 SCRA 144, August 28, 1996

Commissioner of Internal Revenue vs. Seagate Technology (Philippines), 72451 SCRA 132, February 11, 2005

JG Summit Holdings, Inc. vs. Court of Appeals, 74412 SCRA 10, September 24, 2003

Indophil Textile Mill Workers Union vs. Calica, 76205 SCRA 697, February 03, 1992

La Chemise Lacoste, S.A. vs. Fernandez, 78129 SCRA 373, May 21, 1984

Petron Corporation vs. Commission of Internal Revenue, 80626 SCRA 100, July 28, 2010

Garcia vs. Board of Investments177 SCRA 374September 07, 1989

Facts:Taiwanese investors in a petrochemical project formed the Bataan Petrochemical Corporation (BPC) and applied with BOI for registration as a new domestic producer of petrochemicals. Its application specified Bataan as the plant site. One of the terms and conditions for registration of the project was the use of "naphtha cracker" and "naphtha" as feedstock or fuel for its petrochemical plant. The petrochemical plant was to be a joint venture with PNOC. BPC was issued a certificate of registration on February 24, 1988 by BOI.However, in February, 1989, A.T. Chong, chairman of USI Far East Corporation, the major investor in BPC, personally delivered to Trade Secretary Jose Concepcion a letter dated January 25, 1989 advising him of BPC's desire to amend the original registration certification of its project by changing the job site from Limay, Bataan, to Batangas. The reason adduced for the transfer was the insurgency and unstable labor situation, and the presence in Batangas of a huge liquefied petroleum gas (LPG) depot owned by the Philippine Shell Corporation.On May 25, 1989, BOI approved the revision of the registration of BPCs registration of the petrochemical project on the ground that Bataan was preferred over Batangas as the site of the petrochemical complex.Petitioner questioned the BOI act in the Supreme Court through a petition for certiorari.Issue: Whether or not the investor has the final say in choosing the location for the business?

Held: No.Bataan was the original choice as the plant site of the BOI to which the BPC agreed. That is why it organized itself into a corporation bearing the name Bataan. There is available 576 hectares of public land precisely reserved as the petrochemical zone in Limay, Bataan under P.D. No. 1803. There is no need to buy expensive real estate for the site unlike in the proposed transfer to Batangas. The site is the result of careful study long before any covetous interests intruded into the choice. The site is ideal. It is not unduly constricted and allows for expansion. The respondents have not shown nor reiterated that the alleged peace and order situation in Bataan or unstable labor situation warrant a transfer of the plant site to Batangas. Certainly, these were taken into account when the firm named itselfBataanPetrochemical Corporation. Moreover, the evidence proves the contrary.

Garcia vs. Board of Investments191 SCRA 288November 09, 1990

Facts:Former Bataan Petrochemical Corporation (BPC), now Luzon Petrochemical Corporation, formed by a group of Taiwanese investors, was granted by the BOI its license to have its plant site for the products naphta cracker and naphta to be based in Bataan. In February 1989, one year after the BPC began its production in Bataan, the corporation applied to the BOI to have its plant site transferred from Bataan to Batangas. Despite vigorous opposition from petitioner Cong. Enrique Garcia and others, the BOI granted private respondent BPCs application, stating that the investors have the final choice as to where to have their plant site because they are the ones who risk capital for the project.

Issue:

Whether or not the BOI resolution is prejudicial to national interest?

Held:

Yes. According to Section 1, Article XII of the constitution, The State shall promote industrialization and full employment based on sound agricultural development and agrarian reform, through industries that make full and efficient use of human and natural resources, and which are competitive in both domestic and foreign markets. However, the State shall protect Filipino enterprises against unfair foreign competition and trade practices.Garcia vs. Executive Secretary204 SCRA 516December 02, 1991

Facts: Petitioner and intervenor Senator Vicente Paterno question the constitutionality of RA 7042 on the following grounds: Under Section 5 of the said law, a foreign investor may do business in the Philippines or invest in a domestic enterprise up to 100% of its capital without need of prior approval. Section 7 of the said law assumes that so long as foreign investments are not in areas covered by the list ( Foreign Investment Negative List in Section 8), such investments are not detrimental to but are good for the national economy. Section 9 because if a Philippine national believes that an area of investment should be included in list C, the burden is on him to show that the criteria enumerated in said section are met. Finally, the petitioner claims that the transitory provisions of RA 7042, which allow practically unlimited entry of foreign investments for three years, subject only to a supposed Transitory Foreign Investment Negative List, not only completely deregulates foreign investments but would place Filipino enterprises at a fatal disadvantage in their own country.

Issue: Whether or not Republic Act No. 7042 is unconstitutional for doing away with important requirements for doing business in the Philippines?

Held: The constitutional challenge must be rejected for failure to show that there is an indubitable ground for it, not to say even a necessity to resolve it.The policy of the courts is to avoid ruling on constitutional questions and to presume that the acts of the political departments are valid in the absence of a clear and unmistakable showing to the contrary. To doubt is to sustain. This presumption is based on the doctrine of separation of powers which enjoins upon each department a becoming respect for the acts of the other departments. The theory is that as the joint act of Congress and the President of the Philippines, a law has been carefully studied and determined to be in accordance with the fundamental law before it was finally enacted.In the case at bar, the law is challenged on broad constitutional principles and the proposition that the Filipino investor is unduly discriminated against in his own land. Due process is invoked. The provisions on nationalism are cited. Economic dependency is deplored. In the light, however, of the explanation given by the Solicitor General and of the Intervenor in their respective Comments, we hold that the cause of unconstitutionality has not been proved by the petitioner.

Toshiba Information Equipment (Phils.), Inc. vs. Commissioner of Internal Revenue614 SCRA 526March 09, 2010

Facts:Toshiba is a domestic corporation principally engaged in the business of manufacturing and exporting of electric machinery, equipment systems, accessories, parts, components, materials and goods of all kinds, including those relating to office automation and information technology and all types of computer hardware and software, such as but not limited to HDD-CD-ROM and personal computer printed circuit board.It is registered with the Philippine Economic Zone Authority (PEZA) as an Economic Zone (ECOZONE) export enterprise in the Laguna Technopark, Inc., as evidenced by Certificate of Registration No. 95-99 dated September 27, 1995.It is also registered with Regional District Office No. 57 of the Bureau of Internal Revenue (BIR) in San Pedro, Laguna, as a VAT-taxpayer with Taxpayer Identification No. (TIN) 004-739-137.On, October 16, 2000, upon a motion of Toshiba, the Court of Tax appeals granted a refund of unutilized input VAT payments for the amount of P1,385,282.08. The Commissioner of Internal Revenue was therefore ordered to issue a tax certificate for the same amount representing unutilized input taxes paid by Toshiba on its purchases of taxable goods and services for the period January 1 to June 30, 1997.Issue: Whether or not Toshiba was VAT-registered and its export sales were subject to VAT at zero percent (0%) rate and is rightfully to be issued a tax credit certificate representing unutilized VAT payments?

Held: Yes. Upon the failure of the CIR to timely plead and prove before the CTA the defenses or objections that Toshiba was VAT-exempt under Section 24 of Republic Act No. 7916, and that its export sales were VAT-exempt transactions under Section 103(q) of the Tax Code of 1977, as amended, the CIR is deemed to have waived the same.The CIR did not argue straight away in his Answer in CTA Case No. 5762 that Toshiba had no right to the credit/refund of its input VAT payments because the latter was VAT-exempt and its export sales were VAT-exempt transactions.The Pre-Trial Brief[36]of the CIR was equally bereft of such allegations or arguments.The CIR passed up the opportunity to prove the supposed VAT-exemptions of Toshiba and its export sales when the CIR chose not to present any evidence at all during the trial before the CTA.[37]He missed another opportunity to present the said issues before the CTA when he waived the submission of a Memorandum.The CIR had waited until the CTA already rendered its Decision dated October 16, 2000 in CTA Case No. 5762, which granted the claim for credit/refund of Toshiba, before asserting in his Motion for Reconsideration that Toshiba was VAT-exempt and its export sales were VAT-exempt transactions.More importantly, the arguments of the CIR that Toshiba was VAT-exempt and the latters export sales were VAT-exempt transactions are inconsistent with the explicit admissions of the CIR in the Joint Stipulation of Facts and Issues (Joint Stipulation) that Toshiba was a registered VAT entity and that it was subject to zero percent (0%) VAT on its export sales.

Phillips Seafood (Philippines) Corporation vs. Board of Investments578 SCRA 113February 04, 2009

Facts:Petitioner Phillips Seafood (Philippines) Corporation is a domestic corporation engaged in the export of processed crabmeat and other seafood products. Petitioner was incorporated on20 October 1992and registered under its previous corporate name of Phillips Seafood Masbate, Inc.On08 January 1993, petitioner registered with respondent Bureau of Investments (BOI) as an existing and expansion producer of soft shell crabs and other seafood products, on a non-pioneer status under Certificate of Registration No. EP 93-219. Petitioners plant was situated in Pia,Masbate, while its administrative office was then located inCebuCitybefore it was subsequently relocated to Calong-Calong, Airport Subdivision,BacolodCity.Petitioner was granted an Income Tax Holiday (ITH) for six (6) years beginning July 1993 to July 1999, for locating in a less-developed area in accordance with Article 40of Executive Order (E.O.) No. 226, otherwise known as The Omnibus Investments Code of 1987.

Petitioner was able to acquire the operations of a subsidiary, the Phillips Seafood Philippines, Inc. and requested BOI for a transfer to another office in Roxas City and to continue the operations of PSPI while still enjoying the benefits of the Income Tax Holiday previously granted to it.

On September 25, 2003, BOI informed the petitioner that the ITH previously granted would be applicable only to the period from August 13, 1999 to October 21, 1999 or before petitioners transfer to a not less-developed area

Issue: Whether or not Phillips Seafood Corporation can still demand for the Income Tax Holidays previously granted despite the fact that its situation has already changed?

Held: The right to appeal is not a constitutional, natural or inherent right it is a statutory privilege and of statutory origin and, therefore, available only if granted or provided by statute. It may be exercised only in the manner prescribed by, and in accordance with, the provisions of the law. Thus, in determining the appellate procedure governing administrative agencies exercising quasi-judicial or regulatory functions such as respondent BOI, a perusal of the legislative enactments creating them is imperative.E.O. No. 226 contains no provision specifically governing the remedy of a party whose application for an ITH has been denied by the BOI in the same manner that Articles 7 and 36 thereof allow recourse to the Office of the President in certain instances. Nevertheless, Article 82 of E.O. No. 22 is the catch-all provision allowing the appeal to the courts from all other decisions of respondent BOI involving the other provisions of E.O. No. 226. The intendment of the law is undoubtedly to afford immediate judicial relief from the decision of respondent BOI, save in cases mentioned under Articles 7 and 36.Thus, petitioner should have immediately elevated to the Court of Appeals the denial by respondent BOI of its application for an ITH. From the letter dated 09 October 2003 of respondent BOI, which informed petitioner that its ITH would be extended only from 13 August 1999 to 21 October 1999, petitioner appealed to the Office of the President, a recourse that is not sanctioned by either the Rules of Civil Procedure or by the Omnibus Investments Code of 1987.

Atlas Consolidated Mining and Development Corporation vs. Commissioner of Internal Revenue524 SCRA 73June 08, 2007

Facts:Atlas Consolidated is a zero-rated VAT person for being an exporter of copper concentrates. On January 1994, Atlas filed its VAT return for the fourth quarter of 1993, showing a total input tax and an excess VAT credit. Then, on January 1996, Atlas filed for a tax refund or tax credit certificate with CIR.However, the CTA denied Atlas claim for refund due to Atlas failure to comply with the documentary requirements prescribed under Sec. 16 of RR No. 5-87, as amended by RR No. 3-88.CTA denied Atlas MR stating that Atlas has failed to substantiate its claim that it has not applied its alleged excess input taxes to any of its subsequent quarters output tax liability.The CA affirmed CTAs ruling.Issue: Whether or not Atlas Consolidated Mining is entitled to claim a tax refund?Held: When claiming tax refund/credit, the VAT-registered taxpayermust be able to establish that it does not have refundable orcreditable input VAT, and the same has not been applied against its output VAT liabilities information which are supposed to be reflected in the taxpayers VAT returns.Thus, an application for tax refund/credit must be accompaniedby copies of the taxpayers VAT return/s for the taxable quarter/s concerned.The formal offer of evidence of Atlas failed to include photocopy of its export documents, as required. Without the export documents, the purchase invoice/receipts submitted by Atlas asproof of its input taxes cannot be verified as being directly attributable to the goods so exported.Atlas claim for credit or refund of input taxes cannot be granted due to its failure to show convincingly that the same has not been applied to any of its output tax liability as provided under Sec.106(a) of the Tax Code.

Garcia vs. J.G. Summit Petrochemical Corporation516 SCRA 493February 23, 2007

Facts:Petitioner Enrique T. Garcia comes to this Court a third time on a matter involving the establishment of a petrochemical plant in the country. Petitioner now asks this Court to declare whether Presidential Decree (P.D.) Nos. 949 and 1803, the laws creating a petrochemical complex in Limay, Bataan, prohibit the establishment of a petrochemical facility outside of it.Respondent J.G. Summit Petrochemical Corporation was registered by the BOI as a new domestic producer of polyethylene and polypropylene resins, for which it was issued on May 24, 1994 BOI Certificate of Registration No. DP-94-001. As a pre-registration condition, it was required to submit to the BOI the exact location of its plant within ninety (90) days from the date of the approval of its application.On February 4, 1996, the BOI caused the publication of respondent's amended application for registration in a newspaper of general publication to enable interested persons to file their sworn objections within one (1) week from said publication. In due time, petitioner and concerned residents of barangay Simlong, Batangas submitted separate letters of opposition. Petitioner objected to the Batangas plant site, citing as basis the 1990 decision of this Court in G.R. No. 92024, which annulled the Board's approval of the change of plant site from Bataan to Batangas, and of feedstock from naphtha only to naphtha and/or liquefied petroleum gas (LPG). He argued that by the said decision, this Court declared the Bataan petrochemical zone as the only possible site for petrochemical plants as provided for under P.D. Nos. 949 and 1803. On May 24, 1996, the BOI dismissed petitioner's opposition, reconfirmed respondent's registration, and approved the amendment of the latter's certificate, with Batangas as the plant site. Without moving for a reconsideration of the May 24, 1996 BOI decision, petitioner filed a petition for review before the CA.Issue: Whether or not the petitioner has legal standing?

Held: There is no merit in the public respondents' [referring to the BOI and Department of Trade and Industry] contention that the petitioner has `no legal interest' in the matter of the transfer of the BPC petrochemical plant from the province of Bataan to the province of Batangas. The provision in the Investments Code requiring publication of the investor's application for registration in the BOI is implicit recognition that the proposed investment or new industry is a matter of public concern on which the public has a right to be heard. And, when the BOI approved BPC's application to establish its petrochemical plant in Limay, Bataan, the inhabitants of that province, particularly the affected community in Limay, and the petitioner herein as the duly elected representative of the Second District of Bataan acquired an interest in the project which they have a right to protect. Their interest in the establishment of the petrochemical plant in their midst is actual, real, and vital because it will affect not only their economic life but even the air they will breathe.

National Economic Protectionism Association vs. Ongpin171 SCRA 657April 10, 1989

Facts:After the lifting of martial law in 1981, Marcos issued PD 1789 and some other PDs. The said PD was issued in order to suspend for one year the requirement that in order for companies to validly operate in the country it must be compose of at least 60% Filipino. NEPA assailed the said PD averring that as taxpayers and Filipinos they will be greatly adversed by such PD. The Sol-Gen commented that NEPA et al have no personality and standing to sue in the absence of an actual controversy concerning the enforcement of the PD in question.Issue: Whether or not the National Economic Protectionism Association had legal personality in the case?

Held: NEPA et al question the constitutionality of Sections 1 and 3 of PD 1892 in relation to PD 1789, the 1981 Investment Priorities Plan and EO 676, as being violative of the due process and equal protection clauses of the 1973 Constitution as well as Sections 8 & 9 of Article 14 thereof, and seek to prohibit Ongpin from implementing said laws. Yet, not even one of the petitioners has been adversely affected by the application of those provisions. No actual conflict has been alleged wherein the petitioner could validly and possibly say that the increase in foreign equity participation in non-pioneer areas of investment from the period of Dec 2, 1983 to Dec 4, 1984 had any direct bearing on them, such as considerable rise in unemployment, real increase in foreign investment, unfair competition with Philippine nationals, exploitation of the countrys natural resources by foreign investors under the decrees. Petitioners advance an abstract, hypothetical issue which is in effect a petition for an advisory opinion from the SC. The power of courts to declare a law unconstitutional arises only when the interests of litigants require the use of that judicial authority for their protection against actual interference, a hypothetical threat being insufficient. Bona fide suit. Judicial power is limited to the decision of actual cases and controversies. The authority to pass on the validity of statutes is incidental to the decision of such cases where conflicting claims under the Constitution and under a legislative act assailed as contrary to the Constitution are raised. It is legitimate only in the last resort, and as necessity in the determination of real, earnest, and vital controversy between litigants.

Commissioner of Internal Revenue vs. Petron Corporation668 SCRA 735March 21, 2012

Facts:Petron, a Board of Investment (BOI)-registered enterprise, was an assignee of several Tax Credit Certificates (TCCs) from various BOI-registered enterprises for the taxable years 1995-1998. Petron subsequently utilized said TCCs to pay its excise taxes forsaid taxable years. The TCCs had a Liability Clause which provided:

Both the TRANSFEROR and the TRANSFEREE shall be jointly and severally liable for any fraudulent act or violation of the pertinent laws, rules and regulations relating to the transfer of this TAX CREDIT CERTIFICATE.

Sometime in 1999, a post-audit of said TCCs was conducted by the DOF. The TCCs and the TDMs were cancelled by reason of fraud. The DOF found that said TCCs were fraudulently obtained by the transferors and subsequently the same was fraudulently transferred to Petron. Thus, On January 30, 2002, The CIR issued an assessment against Petron for deficiency excise taxes for the taxable years1995 to 1998 based on the ground that the TCCs utilized by petitioner in its payment of excise taxes have been cancelled by the DOF for having been fraudulently issued and transferred. Subsequently, Petron filed a protest letter regarding said assessment.

In 2002, the CIR served a Warrant of Distraint and/or Levy on petitioner to enforce payment of the tax deficiencies. Construing the Warrant of Distraint and/or Levy as the final adverse decision of the BIR on its protest of the assessment, Petron filed a petition before the CTA contending that the assignment/transfer of the TCCs to petitioner by the TCC holders was submitted to, examined and approved by the concerned government agencies which processed the assignment in accordance with law and revenue regulations and that the assessment and collection of alleged excise tax deficiencies sought to be collected by the BIR against petitioner through the January 30, 2002 letter are already barred by prescription.The CTA Second Division ruled for the CIR. Petron appealed the decision to the CTA En banc which, in turn, reversed the CTA 2nd Division decision, based on the following on the ground that Petron was considered an innocent transferee of the subject TCCs and may not be prejudiced by a re-assessment of excise tax liabilities that respondent has already settled, when due, with the use of theTCCs.

Issue: Whether or not Petron is still liable to pay its excise taxes?

Held: No. There is no showing that Petron has participated in any fraudulent act to evade the payment of excise taxes.RR 5-2000 prescribes the regulations governing the manner of issuance of TCCs and the conditions for their use, revalidation and transfer. Under the said regulation, a TCC may be used by the grantee or its assignee in the payment of its direct internal revenue tax liability. It may be transferred in favor of an assignee subject to the following conditions: 1) the TCC transfer must be with prior approval of the Commissioner or the duly authorized representative; 2) the transfer of a TCC should be limited to one transfer only; and 3) the transferee shall strictly use the TCC for the payment of the assignees direct internal revenue tax liability and shall not be convertible to cash. A TCC is valid only for 10 years subject to the following rules: (1) it must be utilized within five (5) years from the date of issue; and (2) it must be revalidated thereafter or be otherwise considered invalid.

The processing of a TCC is entrusted to a specialized agency called the One-Stop-Shop Inter-Agency Tax Credit and Duty Drawback Center to expedite the processing and approval of tax credits and duty drawbacks.A TCC may be assigned through a Deed of Assignment, which the assignee submits to the Center for its approval. Upon approval ofthe deed, the Center will issue a DOF Tax Debit Memo (DOF-TDM), which will be utilized by the assignee to pay the latters tax liabilities for a specified period. Upon surrender of the TCC and the DOF-TDM, the corresponding Authority to Accept Payment ofExcise Taxes (ATAPET) will be issued by the BIR Collection Program Division and will be submitted to the issuing office of the BIR foracceptance by the Assistant Commissioner of Collection Service. This act of the BIR signifies its acceptance of the TCC as payment ofthe assignees excise taxes. Thus, it is apparent that a TCC undergoes a stringent process of verification by various specialized government agencies before it is accepted as payment of an assignees tax liability. The CIR had no allegation that there was a deviation from the process for the approval of the TCCs which Petron used as payment to settle its excise tax liabilities for the years 1995 to 1998.

Petron, in this case, was not proven to have had any participation in or knowledge ofthe CIRs allegation ofthe fraudulent transfer and utilization ofthe subject TCCs. Respondents status as a transferee in good faith and for value of these TCCs has been established and even stipulated upon by petitioner.Respondent was thereby provided ample protection from the adverse findings subsequently made by the Center. Given the circumstances, the CIRs invocation of the non-applicability of estoppel in this case is misplaced.

First Lepanto Ceramics, Inc. vs. Court of Appeals231 SCRA 30March 10, 1994

Facts:BOI granted petitioners application to amend its BOI certificate of registration by changing the scope of its registered product from glazed floor tiles to ceramic tiles. Oppositor Mariwasa filed a petitioner for review with the CA. CA granted the preliminary injunction. Petitioner says that the CA has no jurisdiction as it is vested exclusively with the SC within 30 days from receipt of the decision pursuant to the Omnibus Investments Code and therefore, Mariwasa has lost its right to appeal. Mariwasa counters that whatever inconsistencies that the Omnibus Investment Code and the Judiciary Reorganization Act have been resolved by SC Circular 1-91.

Issue:Whether Mariwasa correctly filed its appeal with the CA?

Held:YES. B.P. 129s objective is providing a uniform procedure of appeal from decisions of all quasi-judicial agencies for the benefit of the bench and the bar. The obvious lack of deliberation in the drafting of our laws could perhaps explain the deviation of some of our laws from the goal of uniform procedure which B.P. 129 sought to promote. Although a circular is not strictly a statute or law, it has, however, the force and effect of law according to settled jurisprudence

The argument that Article 82 of E.O. 226 cannot be validly repealed by Circular 1-91 because the former grants a substantive right which is prohibited under the Constitution. These simply deal with procedural aspects which this Court has the power to regulate by virtue of its constitutional rule-making powers. Circular 1-91 simply transferred the venue of appeals from decisions of this agency to respondent Court of Appeals and provided a different period of appeal, i.e., fifteen (15) days from notice. It did not make an incursion into the substantive right to appeal.

First Lepanto Ceramics, Inc. vs. Court of Appeals253 SCRA 552February 09, 1996

Facts:Petitioner assailed the conflicting provisions of B.P. 129, EO 226 (Art. 82) and a circular, 1-91 issued by the Supreme Court which deals with the jurisdiction of courts for appeal of cases decided by quasi-judicial agencies such as the Board of Investments (BOI).

BOIgranted petitioner First Lepanto Ceramics, Inc.'s application to amend its BOI certificate of registration by changing the scope of its registered product from "glazed floor tiles" to "ceramic tiles."Oppositor Mariwasa filed a motion for reconsideration of the said BOI decision while oppositor Fil-Hispano Ceramics, Inc. did not move to reconsider the same nor appeal therefrom. Soon rebuffed in its bid for reconsideration, Mariwasa filed a petition for review with CA.

CA temporarily restrained the BOI from implementing its decision. The TRO lapsed by its own terms twenty (20) days after its issuance, without respondent court issuing any preliminary injunction.

Petitioner filed a motion to dismiss and to lift the restraining order contending that CA does not have jurisdiction over the BOI case, since the same is exclusively vested with the Supreme Court pursuant to Article 82 of the Omnibus Investments Code of 1987.

Petitioner argued that the Judiciary Reorganization Act of 1980 or B.P. 129 and Circular 1-91, "Prescribing the Rules Governing Appeals to the Court of Appeals from a Final Order or Decision of the Court of Tax Appeals and Quasi-Judicial Agencies" cannot be the basis of Mariwasa's appeal to respondent court because the procedure for appeal laid down therein runs contrary to Article 82 of E.O. 226, which provides that appeals from decisions or orders of the BOI shall be filed directly with the Supreme Court.

While Mariwasa maintains that whatever inconsistency there may have been between B.P. 129 and Article 82 of E.O. 226 on the question of venue for appeal, has already been resolved by Circular 1-91 of the Supreme Court, which was promulgated on February 27, 1991 or four (4) years after E.O. 226 was enacted.

Issue:Whether or not the Court of Appeals has jurisdiction over the case?Held:YES.Circular 1-91 effectively repealed or superseded Article 82 of E.O. 226 insofar as the manner and method of enforcing the right to appeal from decisions of the BOI are concerned. Appeals from decisions of the BOI, which by statute was previously allowed to be filed directly with the Supreme Court, should now be brought to the Court of Appeals.

First Lepanto Ceramics, Inc. vs. Court of Appeals237 SCRA 519October 07, 1994

Facts:This is a MR of the previous case. Petitioner's contention is that Circular No. 1-91 cannot be deemed to have superseded art. 82 of the Omnibus Investments Code of 1987 (E.O. No. 226) because the Code, which President Aquino promulgated in the exercise of legislative authority, is in the nature of a substantive act of Congress defining the jurisdiction of courts pursuant to Art. VIII, 2 of the Constitution.

Issue:Whether Mariwasa correctly filed its appeal with the CA?

Held:YES (as in previous case). Art. 78 of the Omnibus Investment Code on Judicial Relief was thereafter amended by B.P. Blg. 129, 3 by granting in 9 thereof exclusive appellate jurisdiction to the CA over the decisions and final orders of quasi-judicial agencies. When the Omnibus Investments Code was promulgated on July 17, 1987, the right to appeal from the decisions and final orders of the BOI to the Supreme Court was again granted. By then, however, the present Constitution had taken effect. 4 The Constitution now provides in Art. VI, 30 that "No law shall be passed increasing the appellate jurisdiction of the Supreme Court as provided in this Constitution without its advice and concurrence." This provision is intended to give the Supreme Court a measure of control over cases placed under its appellate jurisdiction. For the indiscriminate enactment of legislation enlarging its appellate jurisdiction can unnecessarily burden the Court and thereby undermine its essential function of expounding the law in its most profound national aspects.

Now, art. 82 of the 1987 Omnibus Investments Code, by providing for direct appeals to the Supreme Court from the decisions and final orders of the BOI, increases the appellate jurisdiction of this Court. Since it was enacted without the advice and concurrence of this Court, this provision never became effective, with the result that it can never be deemed to have amended BPBlg. 129, 9.

Philippine Amusement and Gaming Corporation (PAGCOR) vs. Fontana Development Corporation622 SCRA 461June 29, 2010

Facts:Philippine Amusement and Gaming Corporation (PAGCOR) is a government owned and controlled corporation created under Presidential Decree (PD) No. 1869 to enable the Government to regulate and centralize all games of chance authorized by existing franchise or permitted by law. Section 10 thereof conferred on PAGCOR a franchise of twenty-five (25) years or until July 11, 2008, renewable for another twenty-five (25) years.

On April 3, 1993, then President Fidel V. Ramos issued Executive Order (EO) No. 80. Under Section 5 thereof, the Clark Special Economic Zone (CSEZ) was given all the applicable incentives granted to Subic Bay Special Economic Zone (SSEZ). Among others, the CSEZ shall have all the applicable incentives in the Subic Special Economic and Free Port Zone under RA 7227 and those applicable incentives granted in the Export Processing Zones, the Omnibus Investments Code of 1987, the Foreign Investments Act of 1991 and new investments laws which may hereinafter be enacted.

On December 23, 1999, PAGCOR granted private respondent Fontana Development Corporation (FDC) (formerly RN Development Corporation) the authority to operate and maintain a casino inside the CSEZ under a Memorandum of Agreement (MOA)

On October 6, 2008, after a series of dialogues and exchange of position papers, PAGCOR notified FDC that its [new] standard Authority to Operate shall now govern and regulate FDCs casino operations in place of the previous MOA. FDC moved for the reconsideration of the said decision but the same was denied. On November 5, 2008, PAGCOR instructed FDC to remit its franchise fees in accordance with the Authority to Operate.Issue:Whether or not PAGCOR issued the license (MOA) under PD 1869 or under Executive Order No. (EO) 80, Section 5?Held:It is beyond doubt that PAGCOR did not revoke or terminate the MOA based on any of the grounds enumerated in No. 1 of Title VI, nor did it terminate it based on the period of effectivity of the MOA specified in Title I and Title II, No. 4 of the MOA. Without explicitly terminating the MOA, PAGCOR simply informed FDC on July 18, 2008 that it is giving the latter an extension of the MOA on a month-to-month basis in gross contravention of the MOA. Worse, PAGCOR informed FDC only on October 6, 2008 that the MOA is deemed expired on July 11, 2008 without an automatic renewal and is replaced with a 10-year SAO. Clearly it is in breach of the MOAs stipulated effectivity period which is co-terminus with that of the franchise granted to PAGCOR in accordance with Sec. 10 of PD 1869 including any extension. Hence, PAGCORs disregard of the MOA is without legal basis and must be nullified. PAGCOR has to respect the December 23, 1999 MOA it entered into with FDC, especially considering the huge investment poured into the project by the latter in reliance and pursuant to the MOA in question.

Commissioner of Internal Revenue vs. Toshiba Information Equipment (Phils.), Inc.466SCRA 211August 09, 2005

Facts:Toshiba was organized and established as a domestic corporation, duly-registered with the Securities and Exchange Commission on 07 July 1995,[3] with the primary purpose of engaging in the business of manufacturing and exporting of electrical and mechanical machinery, equipment, systems, accessories, parts, components, materials and goods of all kinds, including, without limitation, to those relating to office automation and information technology, and all types of computer hardware and software, such as HDD, CD-ROM and personal computer printed circuit boards.[4]On 27 September 1995, respondent Toshiba also registered with the Philippine Economic Zone Authority (PEZA) as an ECOZONE Export Enterprise, with principal office in Laguna Technopark, Bian, Laguna.[5] Finally, on 29 December 1995, it registered with the Bureau of Internal Revenue (BIR) as a VAT taxpayer and a withholding agent.[6]Respondent Toshiba filed its VAT returns for the first and second quarters of taxable year 1996, reporting input VAT in the amount of P13,118,542.00[7] and P5,128,761.94,[8] respectively, or a total of P18,247,303.94. It alleged that the said input VAT was from its purchases of capital goods and services which remained unutilized since it had not yet engaged in any business activity or transaction for which it may be liable for any output VAT.[9] Consequently, on 27 March 1998, respondent Toshiba filed with the One-Stop Shop Inter-Agency Tax Credit and Duty Drawback Center of the Department of Finance (DOF) applications for tax credit/refund of its unutilized input VAT for 01 January to 31 March 1996 in the amount of P14,176,601.28,[10] and for 01 April to 30 June 1996 in the amount of P5,161,820.79,[11] for a total of P19,338,422.07. To toll the running of the two-year prescriptive period for judicially claiming a tax credit/refund, respondent Toshiba, on 31 March 1998, filed with the CTA a Petition for Review. The CTA then ordered CIR to grant the tax credit/ refund to herein respondent Toshiba.Petitioner then brought the matter to the Supreme Court.

Issue: Whether or not TOSHIBA is entitled to the tax credit/ refund of its input VAT on its purchases of capital goods and services?

Held:Yes. An ECOZONE enterprise is a VAT-exempt entity. Sales of goods, properties, and services by persons from the Customs Territory to ECOZONE enterprises shall be subject to VAT at zero percent (0%).Since respondent Toshiba is a PEZA-registered enterprise, it is subject to the five percent (5%) preferential tax rate imposed under Chapter III, Section 24 of Republic Act No. 7916, otherwise known as The Special Economic Zone Act of 1995, as amended. According to the said section, [e]xcept for real property taxes on land owned by developers, no taxes, local and national, shall be imposed on business establishments operating within the ECOZONE. In lieu thereof, five percent (5%) of the gross income earned by all business enterprises within the ECOZONE shall be paid The five percent (5%) preferential tax rate imposed on the gross income of a PEZA-registered enterprise shall be in lieu of all national taxes, including VAT. Thus, petitioner CIR contends that respondent Toshiba is VAT-exempt by virtue of a special law, Rep. Act No. 7916, as amended.Indubitably, no output VAT may be passed on to an ECOZONE enterprise since it is a VAT-exempt entity. The VAT treatment of sales to it, however, varies depending on whether the supplier from the Customs Territory is VAT-registered or not.Sales of goods, properties and services by a VAT-registered supplier from the Customs Territory to an ECOZONE enterprise shall be treated as export sales. If such sales are made by a VAT-registered supplier, they shall be subject to VAT at zero percent (0%). In zero-rated transactions, the VAT-registered supplier shall not pass on any output VAT to the ECOZONE enterprise, and at the same time, shall be entitled to claim tax credit/refund of its input VAT attributable to such sales. Zero-rating of export sales primarily intends to benefit the exporter (i.e., the supplier from the Customs Territory), who is directly and legally liable for the VAT, making it internationally competitive by allowing it to credit/refund the input VAT attributable to its export sales.Meanwhile, sales to an ECOZONE enterprise made by a non-VAT or unregistered supplier would only be exempt from VAT and the supplier shall not be able to claim credit/refund of its input VAT.Even conceding, however, that respondent Toshiba, as a PEZA-registered enterprise, is a VAT-exempt entity that could not have engaged in a VAT-taxable business, this Court still believes, given the particular circumstances of the present case, that it is entitled to a credit/refund of its input VAT.

Pilipinas Shell Petroleum Corporation vs. Commissioner of Internal Revenue541 SCRA 316December 21, 2007

Facts:In 1988, BIR sent a collection letter to Petitioner Pilipinas Shell Petroleum Corporation (PSPC) for alleged deficiency excise tax liabilities of PhP 1,705,028,008.06 for the taxable years 1992 and 1994 to 1997, inclusive of delinquency surcharges and interest. As basis for the collection letter, the BIR alleged that PSPC is not a qualified transferee of the TCCs it acquired from other BOI-registered companies. These alleged excise tax deficiencies covered by the collection letter were already paid by PSPC with TCCs acquired through, and issued and duly authorized by the Center, and duly covered by Tax Debit Memoranda (TDM) of both the Center and BIR, with the latter also issuing the corresponding Accept Payment for Excise Taxes (APETs).

PSPC protested the collection letter, but it was denied. Because of respondent inaction on a motion for reconsideration PSPC filed a petition for review before the CTA.

In 1999, the CTA ruled that the use by PSPC of the TCCs was legal and valid, and that respondents attempt to collect alleged delinquent taxes and penalties from PSPC without an assessment constitutes denial of due process. Respondent elevated CTA Decision to the Court of Appeals (CA) through a petition for review.

Despite the pendency of this case, PSPC received assessment letter from respondent for excise tax deficiencies, surcharges, and interest based on the first batch of cancelled TCCs and TDM covering PSPCs use of the TCCs. All these cancelled TDM and TCCs were also part of the subject matter of the now pending before the CA.

PSPC protested the assessment letter, but the protest was denied by the BIR, constraining it to file another case before the CTA.Subsequently, CTA ruled in favor of PSPC and accordingly cancelled and set aside the assessment issued by the respondent. Respondent motion for reconsideration of the above decision which was rejected thus respondent appealed the above decision before the CTAEn Banc.

The CTAEn Bancruled in favor of respondent and ordered PSPC to pay the amount of P570,577,401.61 as deficiency excise tax for the taxable years 1992 and 1994 to 1997, inclusive of 25% surcharge and 20% interest.

Issue:Whether or not petitioner is liable for the assessment ofdeficiency excise tax after the validly issued TCCs were subsequently cancelled for having been issued fraudulently

Held:No. Petitioner is not liable for the assessment of deficiency excise tax.

In the instant case, with due application, approval, and acceptance of the payment by PSPC of the subject TCCs for its then outstanding excise tax liabilities in 1992 and 1994 to 1997, the subject TCCs have been canceled as the money value of the tax credits these represented have been used up. Therefore, the DOF through the Center may not now cancel the subject TCCs as these have already been canceled and used up after their acceptance as payment for PSPCs excise tax liabilities. What has been used up, debited, and canceled cannot anymore be declared to be void, ineffective, and canceled anew.

Besides, it is indubitable that with the issuance of the corresponding TDM, not only is the TCC canceled when fully utilized, but the payment is also final subject only to a post-audit on computational errors. Under RR 5-2000, a TDM is a certification, duly issued by the Commissioner or his duly authorized representative, reduced in a BIR Accountable Form in accordance with the prescribed formalities, acknowledging that the taxpayer named therein has duly paid his internal revenue tax liability in the form of and through the use of a Tax Credit Certificate, duly issued and existing in accordance with the provisions of these Regulations. TheTax Debit Memo shall serve as the official receipt from the BIR evidencing a taxpayers payment or satisfaction of his tax obligation. The amount shown therein shall be charged against and deducted from the credit balance of the aforesaid Tax Credit Certificate.

Thus, with the due issuance of TDM by the Center and TDM by the BIR, the payments made by PSPC with the use of the subject TCCs have been effected and consummated as the TDMs serve as the official receipts evidencing PSPCs payment or satisfaction of its tax obligation. Moreover, the BIR not only issued the corresponding TDM, but it also issued ATAPETs which doubly show the payment of the subject excise taxes of PSPC.

Based on the above discussion, we hold that respondent erroneously and without factual and legal basis levied the assessment. Consequently, the CTAEn Bancerred in sustaining respondents assessment.

John Hay Peoples Alternative Coalition vs. Lim414 SCRA 356October 24, 2003

Facts:Republic Act 7227, entitled "An Act Accellerating the Convetsion of Military Reservations into other Productive uses, Creating the Bases Conversion and Development Authority for this Purpose, Providing Funds Therefor and for other purposes," otherwise known as the "Bases Conversion and Development Act of 1992," was enacted on 13 March 1992. The law set out the policy of the government to accelerate the sound and balanced conversion into alternative productive uses of the former military bases under the 1947 Philippines-United States of America Military Bases Agreement, namely, the Clark and Subic military reservations as well as their extensions including the John Hay Station (Camp John Hay) in the City of Baguio. RA 7227 created the Bases Conversion and Development Authority' (BCDA), vesting it with powers pertaining to the multifarious aspects of carrying out the ultimate objective of utilizing the base areas in accordance with the declared government policy.

RA 7227 likewise created the Subic Special Economic [and Free Port] Zone (Subic SEZ) the metes and bounds of which were to be delineated in a proclamation to be issued by the President of the Philippines; and granted the Subic SEZ incentives ranging from tax and duty-free importations, exemption of businesses therein from local and national taxes, to other hall-narks of a liberalized financial and business climate. RA 7227 expressly gave authority to the President to create through executive proclamation, subject to the concurrence of the local government units directly affected, other Special Economic Zones (SEZ) in the areas covered respectively by the Clark military reservation, the Wallace Air Station in San Fernando, La Union, and Camp John Hay. On 16 August 1993, BCDA entered into a Memorandum of Agreement and Escrow Agreement with Tuntex (B.V.L) Co., Ltd. (TUNTEX) and Asiaworld Internationale Group, Inc. (ASIAWORLD), private corporations registered under the laws of the British Virgin Islands, preparatory to the formation of a joint venture for the development of Poro Point in La Union and Camp John Hay as premier tourist destinations and recreation centers. 4 months later or on 16 December 16, 1993, BCDA, TUNTEX and ASIAWORLD executed a Joint Venture Agreements whereby they bound themselves to put up a joint venture company known as the Baguio International Development and Management Corporation which would lease areas within Camp John Hay and Poro Point for the purpose of turning such places into principal tourist and recreation spots, as originally envisioned by the parties under their AZemorandmn of Agreement. The Baguio City government meanwhile passed a number of resolutions in response to the actions taken by BCDA as owner and administrator of Camp John Hay. By Resolution of 29 September 1993, the Sangguniang Panlungsod of Baguio City officially asked BCDA to exclude all the barangays partly or totally located within Camp John Hay from the reach or coverage of any plan or program for its development.

By a subsequent Resolution dated 19 January 1994, the sanggunian sought from BCDA an abdication, waiver or quitclaim of its ownership over the home lots being occupied by residents of 9 barangays surrounding the military reservation. Still by another resolution passed on 21 February 1994, the sanggunian adopted and submitted to BCDA a 15-point concept for the development of Camp John Hay. The sanggunian's vision expressed, among other things, a kind of development that affords protection to the environment, the making of a family-oriented type of tourist destination, priority in employment opportunities for Baguio residents and free access to the base area, guaranteed participation of the city government in the management and operation of the camp, exclusion of the previously named nine barangays from the area for development, and liability for local taxes of businesses to be established within the camp." BCDA, TUNTEX and ASIAWORLD agreed to some, but rejected or modified the other proposals of the sanggunian." They stressed the need to declare Camp John Hay a SEZ as a condition precedent to its full development in accordance with the mandate of RA 7227. On 11 May 1994, the sanggunian passed a resolution requesting the Mayor to order the determination of realty taxes which may otherwise be collected from real properties of Camp John Hay. The resolution was intended to intelligently guide the sanggunian in determining its position on whether Camp John Hay be declared a SEZ, the sanggunian being of the view that such declaration would exempt the camp's property and the economic activity therein from local or national taxation. More than a month later, however, the sanggunian passed Resolution 255, (Series of 1994)," seeking and supporting, subject to its concurrence, the issuance by then President Ramos of a presidential proclamation declaring an area of 285.1 hectares of the camp as a SEZ in accordance with the provisions of RA 7227.

Together with this resolution was submitted a draft of the proposed proclamation for consideration by the President. On 5 July 1994 then President Ramos issued Proclamation 420 (series of 1994), "creating and designating a portion of the area covered by the former Camp John Hay as the John Hay Special Economic Zone pursuant to Republic Act 7227." The John Hay Peoples Alternative Coalition, et. al. filed the petition for prohibition, mandamus and declaratory relief with prayer for a temporary restraining order (TRO) and/or writ of preliminary injunction on 25 April 1995 challenging, in the main, the constitutionality or validity of Proclamation 420 as well as the legality of the Memorandum of Agreement and Joint Venture Agreement between the BCDA, and TUNTEX and ASIAWORLD.

Issue:Whether the petitioners have legal standing in filing the case questioning the validity of Presidential Proclamation 420?

Held:It is settled that when questions of constitutional significance are raised, the court can exercise its power of judicial review only if the following requisites are present: (1) the existence of an actual and appropriate case; (2) a personal and substantial interest of the party raising the constitutional question; (3) the exercise of judicial review is pleaded at the earliest opportunity; and (4) the constitutional question is the lis mota of the case." RA 7227 expressly requires the concurrence of the affected local government units to the creation of SEZs out of all the base areas in the country.'"

The grant by the law on local government units of the right of concurrence on the bases' conversion is equivalent to vesting a legal standing on them, for it is in effect a recognition of the real interests that communities nearby or surrounding a particular base area have in its utilization. Thus, the interest of petitioners, being inhabitants of Baguio, in assailing the legality of Proclamation 420, is personal and substantial such that they have sustained or will sustain direct injury as a result of the government act being challenged."

Theirs is a material interest, an interest in issue affected by the proclamation and not merely an interest in the question involved or an incidental interest," for what is at stake in the enforcement of Proclamation 420 is the very economic and social existence of the people of Baguio City. Moreover, Petitioners Edilberto T. Claravall and Lilia G. Yaranon were duly elected councilors of Baguio at the time, engaged in the local governance of Baguio City and whose duties included deciding for and on behalf of their constituents the question of whether to concur with the declaration of a portion of the area covered by Camp John Hay as a SEZ. Certainly then, Claravall and Yaranon, as city officials who voted against" the sanggunian Resolution No. 255 (Series of 1994) supporting the issuance of the now challenged Proclamation 420, have legal standing to bring the present petition.

Communication Materials and Design, Inc. vs. Court of Appeals260 SCRA 673August 22, 1996

Facts:Petitioners COMMUNICATION MATERIALS AND DESIGN, INC., (CMDI) and ASPAC MULTI-TRADE INC., (ASPAC) are both domestic corporations.. Private Respondents ITEC, INC. and/or ITEC, INTERNATIONAL, INC. (ITEC) are corporations duly organized and existing under the laws of the State of Alabama, USA. There is no dispute that ITEC is a foreign corporation not licensed to do business in the Philippines.

ITEC entered into a contract with ASPAC referred to as Representative Agreement. Pursuant to the contract, ITEC engaged ASPAC as its exclusive representative in the Philippines for the sale of ITECs products, in consideration of which, ASPAC was paid a stipulated commission. Through a License Agreement entered into by the same parties later on, ASPAC was able to incorporate and use the name ITEC in its own name. Thus , ASPAC Multi-Trade, Inc. became legally and publicly known as ASPAC-ITEC (Philippines).One year into the second term of the parties Representative Agreement, ITEC decided to terminate the same, because petitioner ASPAC allegedly violated its contractual commitment as stipulated in their agreements. ITEC charges the petitioners and another Philippine Corporation, DIGITAL BASE COMMUNICATIONS, INC. (DIGITAL), the President of which is likewise petitioner Aguirre, of using knowledge and information of ITECs products specifications to develop their own line of equipment and product support, which are similar, if not identical to ITECs own, and offering them to ITECs former customer.

The complaint was filed with the RTC-Makati by ITEC, INC. Defendants filed a MTD the complaint on the following grounds: (1) That plaintiff has no legal capacity to sue as it is a foreign corporation doing business in the Philippines without the required BOI authority and SEC license, and (2) that plaintiff is simply engaged in forum shopping which justifies the application against it of the principle of forum non conveniens. The MTD was denied.

Petitioners elevated the case to the respondent CA on a Petition for Certiorari and Prohibition under Rule 65 of the Revised ROC. It was dismissed as well. MR denied, hence this Petition for Review on Certiorari under Rule 45.

Issue:1. Did the Philippine court acquire jurisdiction over the person of the petitioner corporation despite allegations of lack of capacity to sue because of non-registration?2. Can the Philippine court give due course to the suit or dismiss it, on the principle of forum non convenience?

Held:1. YES; We are persuaded to conclude that ITEC had been engaged in or doing business in the Philippines for some time now. This is the inevitable result after a scrutiny of the different contracts and agreements entered into by ITEC with its various business contacts in the country. Its arrangements, with these entities indicate convincingly that ITEC is actively engaging in business in the country.

A foreign corporation doing business in the Philippines may sue in Philippine Courts although not authorized to do business here against a Philippine citizen or entity who had contracted with and benefited by said corporation. To put it in another way, a party is estopped to challenge the personality of a corporation after having acknowledged the same by entering into a contract with it. And the doctrine of estoppel to deny corporate existence applies to a foreign as well as to domestic corporations. One who has dealt with a corporation of foreign origin as a corporate entity is estopped to deny its corporate existence and capacity.

In Antam Consolidated Inc. vs. CA et al. we expressed our chagrin over this commonly used scheme of defaulting local companies which are being sued by unlicensed foreign companies not engaged in business in the Philippines to invoke the lack of capacity to sue of such foreign companies. Obviously, the same ploy is resorted to by ASPAC to prevent the injunctive action filed by ITEC to enjoin petitioner from using knowledge possibly acquired in violation of fiduciary arrangements between the parties.

2. YES; Petitioners insistence on the dismissal of this action due to the application, or non application, of the private international law rule of forum non conveniens defies well-settled rules of fair play. According to petitioner, the Philippine Court has no venue to apply its discretion whether to give cognizance or not to the present action, because it has not acquired jurisdiction over the person of the plaintiff in the case, the latter allegedly having no personality to sue before Philippine Courts. This argument is misplaced because the court has already acquired jurisdiction over the plaintiff in the suit, by virtue of his filing the original complaint. And as we have already observed, petitioner is not at liberty to question plaintiffs standing to sue, having already acceded to the same by virtue of its entry into the Representative Agreement referred to earlier.Thus, having acquired jurisdiction, it is now for the Philippine Court, based on the facts of the case, whether to give due course to the suit or dismiss it, on the principle of forum non convenience. Hence, the Philippine Court may refuse to assume jurisdiction in spite of its having acquired jurisdiction.

Conversely, the court may assume jurisdiction over the case if it chooses to do so; provided, that the following requisites are met:1) That the Philippine Court is one to which the parties may conveniently resort to;2) That the Philippine Court is in a position to make an intelligent decision as to the law and the facts; and,3) That the Philippine Court has or is likely to have power to enforce its decision.The aforesaid requirements having been met, and in view of the courts disposition to give due course to the questioned action, the matter of the present forum not being the most convenient as a ground for the suits dismissal, deserves scant consideration.Schmid & Oberly, Inc. vs. RJL Martinez Fishing Corp., 166 SCRA 493, October 18, 1988

Facts:RJL MARTINEZ is a corporation engaged in the business of deep-sea fishing. As RJL MARTINEZ needed electric generators for some of its boats and SCHMIID sold electric generators of different brands, negotiations between them for the acquisition thereof took place. The parties had two separate transactions over "Nagata"-brand generators. The first transaction was the sale of three (3) generators. In this transaction, it is not disputed that SCHMID was the vendor of the generators. The company supplied the generators from its stockroom; it was also SCHMID which invoiced the sale. The second transaction, which gave rise to the present controversy, involves twelve (12) "Nagata"-brand generators. Nagata shipped to the Schmid the generators and RJL paid the amount of the purchase price, through an irrevocable line of credit.All fifteen (15) generators subject of the two transactions burned out after continuous use. RJL MARTINEZ informed SCHMID about this development and in turn, SCHMID brought the matter to the attention of NAGATA CO. The tests revealed that the generators were overrated. SCHMID replaced the three (3) generators subject of the first sale with generators of a different brand. However, as to the second sale, 3 were shipped to Japan and the remaining 9 were not replaced.And since not all of the generators were replaced or repaired, RJL MARTINEZ formally demanded that it be refunded the cost of the generators and paid damages. SCHMID in its reply maintained that it was not the seller of the twelve (12) generators and thus refused to refund the purchase price therefor. Schmid opposes such liability averring that it was merely the indentor in the sale between Nagata Co., the exporter and RJL Martinez, the importer. As mere indentor, it avers that is not liable for the sellers implied warranty against hidden defects, Schmid not having personally assumed any such warranty.Issue:Whether or not the second transaction between the parties was a sale or an indent transaction?

Held:The second transaction between the parties was an indent transaction. The Rules and Regulations to Implement Presidential Decree No. 1789 (the Omnibus Investments Code) lumps "indentors" together with "commercial brokers" and "commission merchants".An indentor is a middleman in the same class as commercial brokers and commission merchants. A broker is generally defined as one who is engaged, for others, on a commission, negotiating contracts relative to property with the custody of which he has no concern; the negotiator between other parties, never acting in his own name but in the name of those who employed him; he is strictly a middleman and for some purpose the agent of both parties. There are 3 parties to an indent transaction, (1) buyer, (2) indentor, and (3) supplier who is usually a non-resident manufacturer residing in the country where the goods are to be bought. The chief feature of a commercial broker and a commercial merchant is that in effecting a sale, they are merely intermediaries or middle-men, and act in a certain sense as the agent of both parties to the transaction.The admissions of the parties and the facts appearing on record more than suffice to warrant the conclusion that SCHMID was not a vendor, but was merely an indentor, in the second transaction.RJL has failed to prove that SCHMID had given a warranty on the twelve (12) generators subject of the second transaction. Even assuming that a warranty was given, there is no way to determine whether there has been a breach thereof, considering that its nature or terms and conditions have not been shown.Pilipinas Kao, Inc. vs. Court of Appeals, 372 SCRA 548, December 18, 2001

Facts:Petitioner is engaged in the manufacture for export of methyl esters, refined glycerine and fatty alcohols. It initially registered with respondent BOI as an Export Producer pursuant to Republic Act No. 6135, as amended, otherwise known as the Export Incentive Act Under this registration approved by BOI.Batas Pambansa Blg. 391, otherwise known as the Investment Policy Act of 1983 was enacted in 1983, to amend P.D. 1789. The new law provided, among others, for tax incentives for new and expanding export producer. To avail itself of these tax incentives, petitioner applied with BOI for registration of its expanded production capacity. BOI approved petitioner's application and consequently issued in its favor a certificate of registration as an expanding export producer on a pioneer status to the extent of the expanded or additional capacity.As an expanding export producer on a pioneer status, petitioner was entitled to certain incentives granted under that law. Among such incentives were the "tax credit on net value earned" provided in Article 48(c) in relation to Article 45(c) of the law and the "tax credit on net local content of exports" as provided in Article 48(d), thereof. These provisions are cited in the decision of respondent court in CA-G.R. SP No. 24979 quoted earlier in this decision.The initial application by petitioner for tax credit incentives for the year 1987 was approved by BOI substantially as applied for. But those applied for in 1988 and onwards were drastically reduced by BOI with the adoption and application of a deductible "base figure" provided in its Tax Credit on NLC and NVE Manual of Operations. The use of the "base figure" precipitated the present controversy because of the considerable diminution of what petitioner considered to be the fiscal incentives it deserved under the law.

Issue:Whether or not BOI's Manual of Operations is valid?

Held:The absence of publication is a fatal omission that renders the Manual of Operations void and of no effect. The Manual of Operations is not just an internal rule affecting only the personnel of BOI. As implemented by BOI, its effects reach out to petitioner and enterprises similarly situated to diminish considerably what the law intends to grant by way of incentives.For the exception to apply, the Manual of Operations must not affect the rights of the public. But it did in a very substantial way.Furthermore, as respondent admit, the Manual of Operations was meant to enforce or implement.Clearly then, publication of the Manual of Operations was a mandatory requirement for its effectivity and BOI's failure to comply with the expressed provision of the law and the teachings inTaadais a fatal omission.We, therefore, rule that the ''Tax Credit on NLC and NVE Manual of Operations" (Manual of Operations) of respondent Board of Investment (BOI) has no legal effect insofar as it adopts as a "base figure" for net value earned (NVE) the "highest attained production volume" in the period preceding the registration of petitioner's additional or expanded capacity.We rule that only the expanded or additional capacity of petitioner registered under B.P. Blg. 1789, as amended by B.P. Blg. 391, is entitled to the tax credit provided therein, and not the pre-existing registered capacity.MR Holdings, Ltd. vs. Bajar, 380 SCRA 617, April 11, 2002

Facts:Under a "Principal Loan Agreement" and "Complementary Loan Agreement," Asian Development Bank (ADB), a multilateral development finance institution, agreed to extend to Marcopper Mining Corporation (Marcopper) a loan to finance the latter's mining project. The principal loan was sourced from ADB's ordinary capital resources, while the complementary loan was funded by the Bank of Nova Scotia, a participating finance institution. ADB and Placer Dome, Inc., (Placer Dome), a foreign corporation which owns 40% of Marcopper, executed a "Support and Standby Credit Agreement" whereby the latter agreed to provide Marcopper with cash flow support for the payment of its obligations to ADB. To secure the loan, Marcopper executed in favor of ADB a "Deed of Real Estate and Chattel Mortgage", covering substantially all of its (Marcopper's) properties and assets in Marinduque.

It was registered with the Register of Deeds. When Marcopper defaulted in the payment of its loan obligation, Placer Dome, in fulfillment of its undertaking under the "Support and Standby Credit Agreement," and presumably to preserve its international credit standing, agreed to have its subsidiary corporation, MR Holding, Ltd., assumed Marcopper's obligation to ADB. Consequently, in an "Assignment Agreement" ADB assigned to MR Holdings all its rights, interests and obligations under the principal and complementary loan agreements, ("Deed of Real Estate and Chattel Mortgage," and "Support and Standby Credit Agreement"). Marcopper likewise executed a "Deed of Assignment" in favor of MR Holdings. Meanwhile, it appeared that Solidbank Corporation (Solidbank) obtained a Partial Judgment against Marcopper from the RTC, Branch 26, Manila. The RTC of Manila issued a writ of execution pending appeal directing Carlos P. Bajar, sheriff, to require Marcopper "to pay the sums of money to satisfy the Partial Judgment."

Issue:Whether or not MR Holdings' participation under the "Assignment Agreement" and the "Deed of Assignment" constitutes doing business.?

Held:MR Holdings was engaged only in isolated acts or transactions. Single or isolated acts, contracts, or transactions of foreign corporations are not regarded as a doing or carrying on of business. Typical examples of these are the making of a single contract, sale, sale with the taking of a note and mortgage in the state to secure payment therefor, purchase, or note, or the mere commission of a tort. In these instances, there is no purpose to do any other business within the country. Therefore, MR Holdings needs no license to suebefore Philippine courts for it does an isolated transaction or a cause of action entirely independent of any business transaction.Batas Pambansa 68, otherwise known as "The Corporation Code of the Philippines," is silent as to what constitutes doing" or "transacting" business in the Philippines. Fortunately, jurisprudence has supplied the deficiency and has held that the term "implies a continuity of commercial dealings and arrangements, and contemplates, to that extent, the performance of acts or works or the exercise of some of the functions normally incident to, and in progressive prosecution of, the purpose and object for which the corporation was organized." The traditional case law definition has metamorphosed into a statutory definition, having been adopted with some qualifications in various pieces of legislation in Philippine jurisdiction, such as Republic Act 7042 (Foreign Investment Act of 1991), and Republic Act 5455. There are other statutes defining the term "doing business," and as may be observed, one common denominator among them all is the concept of "continuity." The expression "doing business" should not be given such a strict and literal construction as to make it apply to any corporate dealing whatever. At this early stage and with MR Holdings' acts or transactions limited to the assignment contracts, it cannot be said that it had performed acts intended to continue the business for which it was organized. Herein, at this early stage and with MR Holdings' acts or transactions limited to the assignment contracts, it cannot be said that it had performed acts intended to continue the business for which it was organized. It may not be amiss to point out that the purpose or business for which MR Holdings was organized is not discernible in the records. No effort was exerted by the Court of Appeals to establish the nexus between MR Holdings' business and the acts supposed to constitute "doing business." Thus, whether the assignment contracts were incidental to MR Holdings' business or were continuation thereof is beyond determination. The Court of Appeals' holding that MR Holdings was determined to be "doing business" in the Philippines is based mainly on conjectures and speculation. In concluding that the "unmistakable intention" of MR Holdings is to continue Marcopper's business, the Court of Appeals hangs on the wobbly premise that "there is no other way for petitioner to recover its huge financial investments which it poured into Marcopper's rehabilitation without it (petitioner) continuing Marcopper's business in the country." Absent overt acts of MR Holdings from which we may directly infer its intention to continue Marcopper's business, the Supreme Court cannot give its concurrence. Significantly, a view subscribed upon by many authorities is that the mere ownership by a foreign corporation of a property in a certain state, unaccompanied by its active use in furtherance of the business for which it was formed, is insufficient in itself to constitute doing business. Further, long before MR Holdings assumed Marcopper's debt to ADB and became their assignee under the two assignment contracts, there already existed a "Support and Standby Credit Agreement" between ADB and Placer Dome whereby the latter bound itself to provide cash flow support for Marcopper's payment of its obligations to ADB.

Vinoya vs. National Labor Relations Commission, 324 SCRA 469February 02, 2000

Facts:Private respondent Regent Food Corporation is a domestic corporation principally engaged in the manufacture and sale of various food products. Private respondent Ricky See, on the other hand, is the president of RFC and is being sued in that capacity.Petitioner Alexander Vinoya, the complainant, worked with RFC as sales representative until his services were terminated on 25 November 1991.The parties presented conflicting versions of facts.Petitioner Alexander Vinoya claims that he applied and was accepted by RFC as sales representative on 26 May 1990. On the same date, a company identification car was issued to him by RFC. Petitioner alleges that he reported daily to the office of RFC, in Pasig City, to take the latters van for the delivery of its products. According to petitioner, during his employ, he was assigned to various supermarkets and grocery stores where he booked sales orders and collected payments for RFC. Private respondent Regent Food Corporation, on the other hand, maintains that no employer-employee relationship existed between petitioner and itself. It insists that petitioner is actually an employee of PMCI, allegedly an independent contractor, which had a Contract of Service with RFC. When petitioner filed a complaint for illegal dismissal before the Labor Arbiter, PMCI was initially impleaded as one of the respondents. However, petitioner thereafter withdrew his charge against PMCI and pursued his claim solely against RFC. Subsequently, RFC filed a third party complaint against PMCI. Issue:1. Whether petitioner was an employee of RFC or PMCI.2. Whether petitioner was lawfully dismissed.

Held:Given the above standards and the factual milieu of the case, the Court has to agree with the conclusion of the Labor Arbiter that PMCI is engaged in labor-only contracting.First of all, PMCI does not have substantial capitalization or investment in the form of tools, equipment, machineries, work premises, among others, to qualify as an independent contractor. Second, PMCI did not carry on an independent business nor did it undertake the performance of its contract according to its own manner and method, free from the control and supervision of its principal, RFC. Third, PMCI was not engaged to perform a specific and special job or service, which is one of the strong indicators that an entity is an independent contractor as explained by the Court in the cases ofNeriandFuji.As stated in the Contract of Service, the sole undertaking of PMCI was to provide RFC with a temporary workforce able to carry out whatever service may be required by it. Lastly, in labor-only contracting, the employees recruited, supplied or placed by the contractor perform activities which are directly related to the main business of its principal. In this case, the work of petitioner as sales representative is directly related to the business of RFC.Based on the foregoing, PMCI can only be classified as a labor-only contractor and, as such, cannot be considered as the employer of petitioner.However, even granting that PMCI is an independent contractor, as RFC adamantly suggests, still, a finding of the same will not save the day for RFC. A perusal of the Contract of Service entered into between RFC and PMCI reveals that petitioner is actually not included in the enumeration of the workers to be assigned to RFC. Even if we use the "four-fold test" to ascertain whether RFC is the true employer of petitioner the same result would be achievedHaving determined the real employer of petitioner, we now proceed to ascertain the legality of his dismissal from employment.As the employer, RFC has the burden of proving that the dismissal of petitioner was for a cause allowed under the law and that petitioner was afforded procedural due process. Sad to say, RFC failed to discharge this burden. Indeed, RFC never pointed to any valid or authorized cause under the Labor Code which allowed it to terminate the services of petitioner. Its lone allegation that the dismissal was due to the expiration or completion of contract is not even one of the grounds for termination allowed by law. Neither did RFC show that petitioner was given ample opportunity to contest the legality of his dismissal. In fact, no notice of such impending termination was ever given him. Petitioner was, thus, surprised that he was already terminated from employment without any inkling as to how and why it came about. Petitioner was definitely denied due process. Having failed to establish compliance with the requirements on termination of employment under the Labor Code, the dismissal of petitioner is tainted with illegality.

Panasonic Communications Imaging Corporation of the Philippines vs. Commissioner of Internal Revenue612 SCRA 18February 08, 2010

Facts:Petitioner Panasonic Communications Imaging Corporation of thePhilippines(Panasonic) produces and exports plain paper copiers and their sub-assemblies, parts, and components.It is registered with the Board of Investments as a preferred pioneer enterprise under the Omnibus Investments Code of 1987.It is also a registered value-added tax (VAT) enterprise.FromApril 1 to September 30, 1998and fromOctober 1, 1998 to March 31, 1999, petitioner Panasonic generated export sales amounting to US$12,819,475.15 and US$11,859,489.78, respectively, for a total of US$24,678,964.93.Believing that these export sales were zero-rated for VAT under Section 106(A)(2)(a)(1) of the 1997National Internal Revenue Code as amended byRepublic Act (R.A.) 8424 (1997 NIRC) Panasonic paid input VAT ofP4,980,254.26 andP4,388,228.14 for the two periods or a total ofP9,368,482.40 attributable to its zero-rated sales.Claiming that the input VAT it paid remained unutilized or unapplied, on March 12, 1999 and July 20, 1999 petitioner Panasonic filed with the Bureau of Internal Revenue (BIR) two separate applications for refund or tax credit of what it paid.When the BIR did not act on the same,Panasonic filed on December 16, 1999 a petition for review with the CTA,averring theinactionoftherespondentCommissionerofInternalRevenue(CIR) on its applications.

Issue:Whether or not the CTAen banccorrectly denied petitioner Panasonics claim for refund of the VAT it paid as a zero-rated taxpayer on the ground that its sales invoices did not state on their faces that its sales were zero-rated.

Held:This Court held that, since the BIR authority to print isnotone of the items required to be indicated on the invoices or receipts, the BIR erred in denying the claim for refund.Here, however, the ground for denial of petitioner Panasonics claim for tax refundthe absence of the word zero-rated on its invoicesis one which is specifically and precisely included in the enumeration provided.Consequently, the BIR correctly denied Panasonics claim for tax refund.This Court will not set aside lightly the conclusions reached by the CTA which, by the very nature of its functions, is dedicated exclusively to the resolution of tax problems and has accordingly developed an expertise on the subject, unless there has been an abuse or improvident exercise of authority.[17]Besides, statutes that grant tax exemptions are construedstrictissimi jurisagainst the taxpayer and liberally in favor of the taxing authority.Tax refunds in relation to the VAT are in the nature of such exemptions.The general rule is that claimants of tax refunds bear the burden of proving the factual basis of their claims.Taxes are the lifeblood of the nation.Therefore, statutes that allow exemptions are construed strictly against the grantee and liberally in favor of the government.

Cargill, Inc. vs. Intra Strata Assurance Corporation615 SCRA 304March 15, 2010

Facts:Petitioner Cargill, Inc. (petitioner) is a corporation organized and existing under the laws of the State of Delaware, United States of America. Petitioner and Northern Mindanao Corporation (NMC) executed a contract dated 16 August 1989 whereby NMC agreed to sell to petitioner 20,000 to 24,000 metric tons of molasses, to be delivered from 1 January to 30 June 1990 at the price of $44 per metric ton. The contract provided that CARGILL was to open a letter of Credit with the BPI. NMC was permitted to draw up 500,000 representing the minimum price of the contract. The contract was amended 3 times (in relation to the amount and the price).But the third amendment required NMC to put up a performance bond which was intended to guarantee NMCs performance to deliver the molasses during the prescribed shipment periods. In compliance, INTRA STRATA issued a performance bond to guarantee NMCs delivery. NMC was only able to deliver 219551 metric tons out of the agreed 10,500.Thus CARGILL sent demand letters to INTRA claiming payment under the performance and surety bonds. When INTRA failed to pay, CARGILL filed a complaint.

CARGILL NMC and INTRA entered into a compromise agreement approvedby the court, such provided that NMC would pay CARGILL 3 million uponsigning and would deliver to CARGILL 6,991 metric tons of molasses. However, NMC still failed to comply with its obligation under the compromise agreement. Hence, trial proceeded against respondent.

Issue:Whether or not petitioner is doing or transacting business in the Philippines in contemplation of the law and established jurisprudence?

Whether or not CARGIL, an unlicensed foreign corporation, has legal capacity to sue before Philippine courts?

Held:The principal issue in this case is whether petitioner, an unlicensed foreign corporation, has legal capacity to sue before Philippine courts. Under Article 123of the Corporation Code, a foreign corporation must first obtain a license and a certificate from the appropriate government agency before it can transact business in the Philippines. Where a foreign corporation does business in the Philippines without the proper license, it cannot maintain any action or proceeding before Philippine courts as provided under Section 133 of the Corporation Code. However, in the present case such transaction is an isolated transaction therefore license and a certificate from the appropriate government agency before it can transact business in the Philippines is not necessary.We find that the Court of Appeals finding that petitioner was doing business is not supported by evidence.Furthermore, a review of the records shows that the trial court was correct in holding that the advance payment of $500,000 was released to NMC in accordance with the conditions provided under the "red clause" Letter of Credit from which said amount was drawn. The Head of the International Operations Department of the Bank of Philippine Islands testified that the bank would not have paid the beneficiary if the required documents were not complete. It is a requisite in a documentary credit transaction that the documents should conform to the terms and conditions of the letter of credit; otherwise, the bank will not pay. The Head of the International Operations Department of the Bank of Philippine Islands also testified that they received reimbursement from the issuing bank for the $500,000 withdrawn by NMC. Thus, respondent had no legitimate reason to refuse payment under the performance and surety bonds when NMC failed to perform its part under its contract with petitioner.

Executive Secretary vs. Southwing Heavy Industries, Inc.482 SCRA 673February 20, 2006

Facts:The undisputed facts show that on December 12, 2002, President Gloria Macapagal-Arroyo, through Executive Secretary Alberto G. Romulo, issued EO 156, entitled "Providing for a comprehensive industrial policy and directions for the motor vehicle development program and its implementing guidelines." The said provisionprohibits theimportation ofall typesof usedmotor vehicles inthe country includingthe Subic Bay Freeport, or the Freeport Zone,subject to a fewexceptions. Consequently, three separate actions for declaratory relief were filed by Southwing Heavy Industries Inc., Subic Integrated Macro Ventures Corp, and Motor Vehicle Importers Association ofSubic BayFreeportInc.praying that judgment be rendered declaring Article 2, Section3.1 of the EO 156 unconstitutional and illegal .

Issue:Whether or not the Private Respondents have the legal standing in questioning the said law?Whether or not Article2, Section 3.1 of EO 156 is a valid exercise of thePresidents quasilegislative power?

Held:Yes. Petitioners argue that respondents will not beaffected by the importation ban considering that their certificate of registration and tax exemption do not authorize them to engage in the importation and/or trading of used cars. The established rule that the constitutionality of alaw or administrative issuance can be challenged by one who will sustain adirect injury as a result of itsenforcement has been satisfied in the instant case.The broad subject of the prohibited importation is all types of used motor vehicles.Respondents would definitely suffer a direct injury from the implementation of EO 156 because their certificate of registration and tax exemption authorize them to trade and/or import new and used motor vehicles and spare parts, except used cars.

Other types of motor vehicles imported and/or traded by respondents and not falling within thecategory of used cars would thus be subjected to the ban to the prejudice of their business. Undoubtedly, respondents have the legal standing to assail the validityof EO 156.2.Yes but Police power is inherent in a government to enact laws, within constitutional limits, to promote the order, safety, health, morals, and general welfare of society. It is lodgedprimarily with the legislature. By virtue of a valid delegation of legislative power, it may also be exercised by the President and administrative boards, as well as the lawmaking bodies on all municipal levels, including the barangay.

Such delegation confers upon the President quasi-legislative power which may be defined as the authority delegated by the law-making body to the administrative body to adopt rules and regulations intended to carry out the provisions of the law and implement legislative policyprovided that itmust comply with the requisites provided by law.

Sai