The petitioner, LVM Construction Corporation, seeks reversal of the Court of Appeals decision affirming the Construction Industry Arbitration Commission's ruling in favor of the respondent joint venture. The CIAC had ordered the petitioner to pay unpaid retention money and balances to the respondent for work completed, rejecting the petitioner's argument that it was entitled to offset tax payments from the retention amount based on a clause in their subcontract agreement. On review, the Court of Appeals upheld the CIAC's interpretation that the agreement did not contain provisions allowing the petitioner to deduct taxes in this manner.
The petitioner, LVM Construction Corporation, seeks reversal of the Court of Appeals decision affirming the Construction Industry Arbitration Commission's ruling in favor of the respondent joint venture. The CIAC had ordered the petitioner to pay unpaid retention money and balances to the respondent for work completed, rejecting the petitioner's argument that it was entitled to offset tax payments from the retention amount based on a clause in their subcontract agreement. On review, the Court of Appeals upheld the CIAC's interpretation that the agreement did not contain provisions allowing the petitioner to deduct taxes in this manner.
The petitioner, LVM Construction Corporation, seeks reversal of the Court of Appeals decision affirming the Construction Industry Arbitration Commission's ruling in favor of the respondent joint venture. The CIAC had ordered the petitioner to pay unpaid retention money and balances to the respondent for work completed, rejecting the petitioner's argument that it was entitled to offset tax payments from the retention amount based on a clause in their subcontract agreement. On review, the Court of Appeals upheld the CIAC's interpretation that the agreement did not contain provisions allowing the petitioner to deduct taxes in this manner.
LVM CONSTRUCTION CORPORATION, represented by its Managing Director, ANDRES
CUA LAO, Petitioner,
vs. !"T" SANCE#$SOCOR$%IM&A '(OINT VENTURE), !"T" SANCE# CONSTRUCTION CORPORATION, SOCOR CONSTRUCTION CORPORATION AND %IM&A CONSTRUCTION AND DEVELOPMENT CORPORATION a** represented by !ORTUNATO O" SANCE#, (R", Respondents. D E C I S I O N PERE#, J.: Filed pursuant to Rule 45 of the 1! Rules of Civil Pro"edure, the petition for revie# on "ertiorari at $en"h see%s the reversal of the &' Septe($er &))! De"ision 1 rendered $* the then +hirteenth Division of the Court of ,ppeals -C,. in C,/0.R. SP No. 4'4, & the de"retal portion of #hi"h states1 23EREFORE, pre(ises "onsidered, the assailed De"ision dated ,pril &4, &))4 of the Constru"tion Industr* ,r$itration Co((ission in CI,C Case No. &5/&))5 is here$* ,FFIR5ED. SO ORDERED. 6 +he Fa"ts Petitioner 785 Constru"tion Corporation -785. is a dul* li"ensed "onstru"tion fir( pri(aril* en9a9ed in the "onstru"tion of roads and $rid9es for the Depart(ent of Pu$li" 2or%s and 3i9h#a*s -DP23.. ,#arded the "onstru"tion of the ,rterial Road 7in% Develop(ent Pro:e"t in Southern 7e*te -the Pro:e"t., 785 su$/"ontra"ted appro;i(atel* 6)< of the "ontra"t a(ount #ith the =oint 8enture "o(posed of respondents F.+. San"he> Corporation -F+SC., So"or Constru"tion Corporation -SCC. and ?i(#a Constru"tion Develop(ent Corporation -?CDC.. For the "ontra"t pri"e of P),)41,1!.&5 #hi"h #as later on redu"ed to P'4,61',4!'.6', 4 the =oint 8enture a9reed to underta%e "onstru"tion of the portion of the Pro:e"t startin9 fro( Sta. 154 @ &1).&) to Sta. 14) @ 4').)). 2ith 785 as the Contra"tor and the =oint 8enture as Su$/ Contra"tor, the &! Nove($er 14 Su$/Contra"t ,9ree(ent 5 e;e"uted $* the parties pertinentl* provided as follo#s1 6. +hat pa*(ent to the SAB/CON+R,C+OR shall $e on ite( of #or% a""o(plished in the su$/"ontra"ted portion of the pro:e"t at a#arded unit "ost of the pro:e"t less NINE PERCEN+ -<.. +he SAB/CON+R,C+OR shall issue a BIR re9istered re"eipt to the CON+R,C+OR. 4. +en per"ent -1)<. retention to $e dedu"ted for ever* $illin9 of su$/"ontra"tor as pres"ri$ed under the +ender Do"u(ents. ; ; ; ; 16. +he pa*(ent to the SAB/CON+R,C+OR shall $e (ade #ithin seven -!. da*s after the "he"% issued $* DP23 to CON+R,C+OR has alread* $een (ade 9ood. 4 For #or% rendered in the pre(ises, there is no dispute re9ardin9 the fa"t that the =oint 8enture sent 785 a total of &! Billin9s. For Billin9 Nos. 1 to &4, 785 paid the =oint 8enture the total su( of P'),414,4!.1& and retained the su( of P',)41,44.! $* #a* of the 1)< retention stipulated in the Su$/Contra"t ,9ree(ent. ! For Billin9 No. &! in the su( of P5,)6,!').4, on the other hand, 785 paid the =oint 8enture the partial su( of P&,544,64. on 61 5a* &))1, ' "lai(in9 that it had not *et $een full* paid $* the DP23.
3avin9 "o(pleted the su$/"ontra"ted #or%s, the
=oint 8enture su$seCuentl* de(anded fro( 785 the settle(ent of its unpaid "lai(s as #ell as the release of (one* retained $* the latter in a""ordan"e #ith the Su$/Contra"t ,9ree(ent. In a letter dated 14 5a* &))1, ho#ever, 785 apprised the =oint 8enture of the fa"t that its auditors have $elatedl* dis"overed that no dedu"tions for E/8,+ had $een (ade fro( its pa*(ents on Billin9 Nos. 1 to &4 and that it #as, as a "onseCuen"e, 9oin9 to dedu"t the '.5< pa*(ents for said ta; fro( the a(ount still due in the pre(ises. 1) In its 14 =une &))1 Repl*, the =oint 8enture "lai(ed that, havin9 issued Offi"ial Re"eipts for ever* pa*(ent it re"eived, it #as lia$le to pa* 1)< 8,+ thereon and that 785 "an, in turn, "lai( therefro( an eCuivalent input ta; of 1)<. 11 2ith its "lai(s still unpaid despite the lapse of (ore than four -4. *ears fro( the "o(pletion of the su$/"ontra"ted #or%s, the =oint 8enture, thru its 5ana9in9 Dire"tor, Fortunato O. San"he>, =r., filed a9ainst 785 the 6) =une &))5 "o(plaint for su( of (one* and da(a9es #hi"h #as do"%eted $efore the Constru"tion Industr* ,r$itration Co((ission -CI,C. as CI,C Case No. &5/ &))5. 1& 3avin9 su$(itted a Bill of Parti"ulars in response to 785Ds (otion therefor, 16 the =oint 8enture #ent on to file an ,(ended Co(plaint dated &6 De"e($er &))5 spe"if*in9 its "lai(s as follo#s1 -a. P',)41,44.!6 as retention (onies for Billin9 Nos. 1 to &4E -$. P6,65','45.! as unpaid $alan"e on Billin9 No. &!E -". P4,1'4,5!).!1 as interest on unpaid retention (one* "o(puted at 1&< per annu( re"%oned fro( 4 ,u9ust 1 up to 1 =anuar* &))4E and -d. P5,645,4!!.!) as interest at 1&< per annu( on dela*ed pa*(ent of (onies "olle"ted fro( DP23 on Billin9 Nos. 1 to &4. In addition, the =oint 8enture sou9ht inde(nit* for attorne*Ds fees eCuivalent to 1)< of the a(ount "olle"ted andFor in a su( not less thanP1,))),))).)). 14 In its &1 O"to$er &))5 ,ns#er #ith Co(pulsor* Counter"lai(, 785 (aintained that it did not release the 1)< retention for Billin9 Nos. 1 to &4 on the 9round that it had *et to (a%e the "orrespondin9 '.5< dedu"tions for E/8,+ #hi"h the =oint 8enture should have paid to the Bureau of Internal Revenue -BIR. and that there is, as a "onseCuen"e, a need to offset the su(s "orrespondin9 thereto fro( the retention (one* still in its possession. 5oreover, 785 alle9ed that the =oint 8entureDs "lai(s failed to ta%e into "onsideration its o#n outstandin9 o$li9ation in the total a(ount of P&1,!6!,)4.)5, representin9 the liCuidated da(a9es it in"urred as a "onseCuen"e of its dela*s in the "o(pletion of the pro:e"t. In addition to said liCuidated da(a9es, 785 pra*ed for the 9rant of its "ounter"lai(s for e;e(plar* da(a9es and attorne*Ds fees. 15 In its & =anuar* &))4 supple(ental ans#er, 785 li%e#ise ar9ued that the =oint 8entureDs pra*er for i(position of 1&< interest on the retention (one* and the $alan"e of Billin9 No. &! is $ereft of fa"tual and le9al $ases sin"e no interest #as stipulated in the partiesD a9ree(ent and it #as :ustified in refusin9 the release of said su(s "lai(ed. 14 2ith the partiesD assent to the 1 De"e($er &))5 +er(s of Referen"e #hi"h identified, a(on9 other (atters, the issues to $e resolved in the "ase, 1! the CI,C pro"eeded to re"eive the partiesD eviden"e in support of their respe"tive "auses. On &4 ,pril &))4, the CI,C rendered its de"ision 9rantin9 the =oint 8entureDs "lai(s for the pa*(ent of the retention (one* for Billin9 Nos. 1 to &4 as #ell as the interest thereon and the unpaid $alan"e $illin9 fro( 4 ,u9ust 1 to 1 =anuar* &))4 in the a99re9ate su( of P11,6)!,444.4'. Dis"ountin9 the "ontra"tual and le9al $ases for 785Ds "lai( that it had the ri9ht to offset its E/8,+ pa*(ents fro( the retention (one* still in its possession, the CI,C ruled that the 8,+ dedu"tions the DP23 (ade fro( its pa*(ents to 785 #ere for the #hole pro:e"t and alread* in"luded all its supplies and su$"ontra"tors. Instead of #ithholdin9 said retention (one*, 785 #as deter(ined to have G to its "redit and for its use G the input 8,+ "orrespondin9 to the 1)< eCuivalent 8,+ paid $* the =oint 8enture $ased on the BIR/re9istered offi"ial re"eipts it issued. Findin9 that the dela*s in"urred $* the =oint 8enture #ere :ustified, the CI,C li%e#ise denied 785Ds "ounter"lai( for liCuidated da(a9es for la"% of "ontra"tual $asis. 1' Elevated $* 785 to the C, throu9h a petition for revie# filed pursuant to Rule 46 of the 1! Rules of Civil Pro"edure, 1 the CI,CDs de"ision #as affir(ed in toto in the herein assailed De"ision dated &' Septe($er &))! rendered $* said "ourtDs +hirteenth Division in C,/0.R. SP No. 4'4. &) In upholdin9 the CI,CDs re:e"tion of 785Ds insisten"e on the offsettin9 of E/8,+ pa*(ents fro( the retention (one*, the C, ruled as follo#s1 Clearl*, there #as no provision in the Su$/Contra"t ,9ree(ent that #ould hold San"he> lia$le for E8,+ on the a(ounts paid to it $* 785. ,s pointed out $* the CI,C in its ,#ard, Hthe "ontra"t do"u(ents provide onl* for the pa*(ent of the a#arded "ost of the pro:e"t less <. ,n* other dedu"tion (ust $e "learl* stated in the provisions of the "ontra"t or upon a9ree(ent of the parties. ;;; +he tri$unal finds no provision that E8,+ #ill $e dedu"ted fro( the su$/"ontra"tor. ;;; If Ithe =oint 8entureJ should pa* or share in the pa*(ent of the E8,+, it (ust $e "learl* defined in the su$/"ontra"t a9ree(ent.D Elu"idatin9 further, CI,C pointed out that San"he>, under the "ontra"t #as reCuired to issue offi"ial re"eipts re9istered #ith the BIR for ever* pa*(ent 785 (a%es for the pro9ress $illin9s, #hi"h it did. For these offi"ial re"eipts issued $* San"he> to 785, San"he> alread* paid 1)< 8,+ to the BIR, thus1 H+he 8,+ 7a# is ver* "lear. Ever*one (ust pa* 1)< 8,+ $ased on their issued offi"ial re"eipts. +hese re"eipts (ust $e offi"ial re"eipts and re9istered #ith the BIR. Respondent -785. (ust pa* its output 8at $ased on its re"eipts. Co(plainant -San"he>. (ust also pa* output 8,+ $ased on its re"eipts. +he la# ho#ever allo# ea"h entit* to dedu"t the input 8,+ $ased on the offi"ial re"eipts issued to it. Clearl*, therefore, respondent I785J, has to its "redit the 1)< output 8,+ paid $* "lai(ant I=oint 8entureJ $ased on the offi"ial re"eipts issued to it. Respondent I785J "an use this input 8,+ to offset an* output 8,+ respondent I785J (ust pa* for an* of its other pro:e"ts.K &1 785Ds (otion for re"onsideration of the fore9oin9 de"ision #as denied for la"% of (erit in the C,Ds &4 Fe$ruar* &))' Resolution, && hen"e, this Rule 45 petition for revie# on "ertiorari. +he Issues 785 ur9es the 9rant of its petition for revie# upon the follo#in9 errors i(puted a9ainst the C,, to #it1 I CON+R,RL +O +3E FINDIN0 OF +3E COAR+ OF ,PPE,7S, RESPONDEN+SD 7I,BI7I+L +O P,L 8,7AE ,DDED +,M NEED NO+ BE S+,+ED IN +3E SAB/ CON+R,C+ ,0REE5EN+ D,+ED &! NO8E5BER 14 ,S +3E PRO8ISIONS OF REPAB7IC ,C+ '4&4, O+3ER2ISE ?NO2N ,S +3E N,+ION,7 IN+ERN,7 RE8ENAE CODE OF +3E P3I7IPPINES, FOR5 P,R+ OF, ,ND ,RE DEE5ED INCORPOR,+ED ,ND RE,D IN+O S,ID ,0REE5EN+. II +3E COAR+ OF ,PPE,7S ERRED 23EN I+ RA7ED +3,+ RESPONDEN+S ,RE DEE5ED +O 3,8E ,7RE,DL P,ID 8,7AE ,DDED +,M 5ERE7L BEC,ASE RESPONDEN+S 3,D ,77E0ED7L ISSAED RECEIP+S FOR SER8ICES RENDERED. &6 +he CourtDs Rulin9 +he petition is $ereft of (erit. For la"% of an* stipulation re9ardin9 the sa(e in the partiesD Su$/Contra"t ,9ree(ent, #e find that the C, "orre"tl* $rushed aside 785Ds insisten"e on dedu"tin9 its supposed E/8,+ pa*(ents fro( the retention (one* de(anded $* the =oint 8enture. Indeed, a "ontra"t "onstitutes the la# $et#een the parties #ho are, therefore, $ound $* its stipulations &4 #hi"h, #hen "ou"hed in "lear and plain lan9ua9e, should $e applied a""ordin9 to their literal tenor. &5 +hat there #as no a9ree(ent re9ardin9 the offsettin9 ur9ed $* 785 (a* li%e#ise $e readil* 9leaned fro( the partiesD "onte(poraneous and su$seCuent a"ts #hi"h are 9iven pri(ordial "onsideration in deter(inin9 their intention. &4 +he re"ord sho#s that, e;"ept for dedu"tin9 su(s "orrespondin9 to the 1)< retention a9reed upon, < as "ontin9en"* on su$/ "ontra"t, 1< #ithholdin9 ta; and su"h other ite(i>ed (is"ellaneous e;penses, 785 settled the =oint 8entureDs Billin9 Nos. 1 to &4 #ithout an* (ention of dedu"tions for the E/8,+ pa*(ents it "lai(s to have advan"ed. &! It #as, in fa"t, onl* on 14 5a* &))1 that 785Ds 5ana9in9 Dire"tor, ,ndres C. 7ao, apprised the =oint 8enture in #ritin9 of its intention to dedu"t said pa*(ents, &' to #it1 If *ou #ould re"all, durin9 our last (eetin9 #ith Deput* Pro:e"t 5ana9er of the DP23/P=37, En9. =i((* +. Chan, last 5ar"h &))1 at the P=37 Offi"e in Palo, 7e*te, our "o(pan* (ade a "o((it(ent to pa* up to < a""o(plish(ent and release the retention (one* up to the &6rd partial $illin9 after re"eipt $* our "o(pan* of the &!th partial $illin9 fro( =BIC and 0OP relative to the a$ove (entioned pro:e"t. 5u"h as our "o(pan* #ants to "o(pl* #ith said "o((it(ent, our auditors re"entl* dis"overed that all pa*(ents (ade $* us to *our =oint 8enture, relative to the a$ove (entioned pro:e"t #ere (ade #ithout the "orrespondin9 dedu"tion of the E/8,+ of '.5)< ; 1)F11, #hi"h *our =oint 8enture should have paid to the BIR. Re"ords #ould sho# that fro( $illin9 nu($er 1 up to &4, no dedu"tions for E/8,+ #ere (ade. ,s a (atter of fa"t, our "o(pan* #as the one #ho shouldered all pa*(ents due for the E/8,+ #hi"h should have $een dedu"ted fro( the pa*(ents (ade $* us to *our =oint 8enture. Cop* of the pa*(ents (ade $* our "o(pan* to the BIR relative to the E/8,+ is hereto atta"hed as ,nne; K1K for *our perusal and read* referen"e.1avvphi1 +his $ein9 the "ase and to offset the advan"es (ade $* our "o(pan*, #e #ould li%e to infor( *ou that our "o(pan* #ould dedu"t the pa*(ents (ade for E/8,+ to the a(ount due to *our =oint 8enture. Onl* $* doin9 so, #ould our advan"es $e settled and liCuidated. 2e hope that our auditor and *our auditor "an dis"uss this (atter to avoid an* possi$le "onfli"t re9ardin9 this (atter. Fro( the fore9oin9 letter, it is evident that 785 unilaterall* $roa"hed its intention of dedu"tin9 the su$:e"t E/8,+ pa*(ents onl* on 15 5a* &))1 or lon9 after the pro:e"tDs "o(pletion on =ul* 1. & In the a$sen"e of an* stipulation thereon, ho#ever, the C, "orre"tl* disallo#ed the offsettin9 of said su(s fro( the retention (one* undou$tedl* due the =oint 8enture. Courts are o$li9ed to 9ive effe"t to the partiesD a9ree(ent and enfor"e the "ontra"t to the letter. 6) +he rule is settled that the* have no authorit* to alter a "ontra"t $* "onstru"tion or to (a%e a ne# "ontra"t for the partiesE their dut* is "onfined to the interpretation of the one #hi"h the parties have (ade for the(selves, #ithout re9ard to its #isdo( or foll*. Courts "annot suppl* (aterial stipulations, read into the "ontra"t #ords it does not "ontain 61 or, for that (atter, read into it an* other intention that #ould "ontradi"t its plain i(port. 6& +his is parti"ularl* true in this "ase #here, in addition to the dearth of a (eetin9 of (inds $et#een the parties, their "onte(poraneous and su$seCuent a"ts fail to *ield an* intention to offset the said E/8,+ pa*(ents fro( the retention (one* still in 785Ds possession.lawphi 1 In ta%in9 e;"eption to the C,Ds affir(an"e of the CI,CDs re:e"tion of its position for la"% of "ontra"tual $asis, 785 ar9ues that the =oint 8entureDs lia$ilit* for E/8,+ as an entit* that renders servi"es in the "ourse of trade or $usiness need not $e stated in the Su$/Contra"t ,9ree(ent "onsiderin9 that it is an o$li9ation i(posed $* la# #hi"h for(s part of, and is read into, ever* "ontra"t. 66 ,s "orre"tl* ar9ued $* the =oint 8enture, ho#ever, there are t#o -&. "ontra"ts under the fa"tual (ilieu of the "ase1 the (ain "ontra"t DP23 entered into #ith 785 for the "onstru"tion of the ,rterial Road 7in% Develop(ent Pro:e"t in Southern 7e*te and the Su$/Contra"t ,9ree(ent the latter in turn "on"luded #ith the =oint 8enture over 6)< of said pro:e"tDs "ontra"t a(ount. ,s the entit* #hi"h dire"tl* dealt #ith the 9overn(ent insofar as the (ain "ontra"t #as "on"erned, 785 #as itself reCuired $* la# to pa* the '.5< 8,+ #hi"h #as #ithheld $* the DP23 in a""ordan"e #ith Repu$li" ,"t No. '4&4 64 or the +a; Refor( ,"t of 1! as #ell as the National Internal Revenue Code of 1! -NIRC.. Se"tion 114 -C. of said la# provides as follo#s1 +Se"tion 114. Return and Payment of Value-Added Tax. G ; ; ; ; -C. Withholding of Creditable Value-added Tax. / +he 0overn(ent or an* of its politi"al su$divisions, instru(entalities or a9en"ies, in"ludin9 9overn(ent/o#ned or /"ontrolled "orporations -0OCCs. shall, $efore (a%in9 pa*(ent on a""ount of ea"h pur"hase of 9oods fro( sellers and servi"es rendered $* "ontra"tors #hi"h are su$:e"t to the value/added ta; i(posed in Se"tions 1)4 and 1)' of this Code, dedu"t and #ithhold the value/added ta; due at the rate of three per"ent -6<. of the 9ross pa*(ent for the pur"hase of 9oods and si; per"ent -4<. on 9ross re"eipts for servi"es rendered $* "ontra"tors on ever* sale or install(ent pa*(ent #hi"h shall $e "redita$le a9ainst the value/added ta; lia$ilit* of the seller or "ontra"tor1 Provided, ho#ever, +hat in the "ase of 9overn(ent pu$li" #or%s "ontra"tors, the #ithholdin9 rate shall $e ei9ht and one/half per"ent -'.5<.1 Provided, further, +hat the pa*(ent for lease or use of properties or propert* ri9hts to nonresident o#ners shall $e su$:e"t to ten per"ent -1)<. #ithholdin9 ta; at the ti(e of pa*(ent. For this purpose, the pa*or or person in "ontrol of the pa*(ent shall $e "onsidered as the #ithholdin9 a9ent.K For the Su$/Contra"t ,9ree(ent, on the other hand, respondent F. San"he> Constru"tion, a"tin9 on $ehalf of the =oint 8enture, issued BIR/re9istered re"eipts for the su(s paid $* 785 for Billin9 Nos. 1 to &4, indi"atin9 the total a(ount paid $* the latter, the retention fee dedu"ted therefro( and the ta; due thereon. 65 +hese #ere in "onsonan"e #ith para9raph 6 of the Su$/ Contra"t ,9ree(ent #hi"h, after statin9 that 785Ds pa*(ent shall K$e on ite( of #or% a""o(plished in the su$/"ontra"ted portion of the pro:e"t a#arded unit "ost of the pro:e"t less NINE PERCEN+ -<.,K si(pl* provided, that K-t.he SAB/CON+R,C+OR shall issue a BIR re9istered re"eipt to the CON+R,C+OR.K 64 ,s the 8,+/re9istered person, on the other hand, Fortunato +. San"he>, Sr. 6! also filed the "orrespondin9 5onthl* 8,+ De"larations 6' #ith the BIR #hi"h, $* the(selves, are eviden"e of the =oint 8entureDs 8,+ lia$ilit* for 785Ds pa*(ents on its $illin9s. In fi;in9 the $ase of the ta;, the first para9raph , Se"tion 1)' of the NIRC provides that K-t.here shall $e levied assessed and "olle"ted, a value/added ta; eCuivalent to ten per"ent -1)<. of 9ross re"eipts derived fro( the sale or e;"han9e of servi"es, in"ludin9 the use or lease of properties.K In the a$sen"e of an* stipulation re9ardin9 the =oint 8entureDs sharin9 in the 8,+ dedu"ted and #ithheld $* the DP23 fro( its pa*(ent on the (ain "ontra"t, the CI,C and the C, "orre"tl* ruled that 785 has no $asis in offsettin9 the a(ounts of said ta; fro( the retention still in its possession. 8,+ is a unifor( ta; levied on ever* i(portation of 9oods, #hether or not in the "ourse of trade or $usiness, or i(posed on ea"h sale, $arter, e;"han9e or lease of 9oods or properties or on ea"h rendition of servi"es in the "ourse of trade or $usiness. 6 It is a ta; on transa"tions, i(posed at ever* sta9e of the distri$ution pro"ess on the sale, $arter, e;"han9e of 9oods or propert*, and on the perfor(an"e of servi"es, even in the a$sen"e of profit attri$uta$le thereto. 4) ,s an indire"t ta; that (a* $e shifted or passed on to the $u*er, transferee or lessee of the 9oods, properties or servi"es, 8,+ should $e understood not in the "onte;t of the person or entit* that is pri(aril*, dire"tl* and le9all* lia$le for its pa*(ent, $ut in ter(s of its nature as a ta; on "onsu(ption. 41 Neither do #e find (erit in 785Ds harpin9 over the la"% of sho#in9 in the re"ord that the =oint 8enture has a"tuall* paid its lia$ilit* for 8,+. For this purpose, 785 insists that the Offi"ial Re"eipts for its pa*(ents on the =oint 8entureDs $illin9 #ere issued $* respondent F. San"he> Constru"tion and that the 5onthl* 8,+ De"larations #ere, in fa"t, filed $* Fortunato San"he>, Sr. 3o#ever, the eviden"e on re"ord is to the effe"t that, failin9 to re9ister #ith the Se"urities and E;"han9e Co((ission -SEC. and to o$tain a 5a*orDs Per(it and authori>ation fro( the BIR to print its offi"ial re"eipts, the =oint 8enture apprised 785 of its intention to use respondent F. San"he> Constru"tionDs BIR/re9istered re"eipts. 4& ,side fro( $ein9 indi"ative of its %no#led9e of the fore9oin9 "ir"u(stan"es, 785Ds previous unCualified a""eptan"e of said offi"ial re"eipts should, "learl*, $ar the $elated e;"eptions it no# ta%es #ith respe"t thereto. , part*, havin9 perfor(ed affir(ative a"ts upon #hi"h another person $ased his su$seCuent a"tions, "annot thereafter refute his a"ts or rene9e on the effe"ts of the sa(e, to the pre:udi"e of the latter. 46 +o re"apitulate, 785, as Contra"tor for the Pro:e"t, #as lia$le for the '.5< 8,+ #hi"h #as #ithheld $* the DP23 fro( its pa*(ents, pursuant to Se"tion 114 -C. of the NIRC. ,$sent an* a9ree(ent to that effe"t, 785 "annot dedu"t the a(ounts thus #ithheld fro( the su(s it still o#ed the =oint 8enture #hi"h, as Su$/Contra"tor of 6)< of the Pro:e"t, had its o#n lia$ilit* for 1)< 8,+ insofar as the su(s paid for the su$/"ontra"ted #or%s #ere "on"erned. ,lthou9h the $urden to pa* an indire"t ta; li%e 8,+ "an, ad(ittedl*, $e passed on to the pur"haser of the 9oods or servi"es, it $ears e(phasi>in9 that the lia$ilit* to pa* the sa(e re(ains #ith the (anufa"turer or seller li%e 785 and the =oint 8enture. In the sa(e (anner that 785 is lia$le for the 8,+ due on the pa*(ents (ade $* the DP23 pursuant to the "ontra"t on the Pro:e"t, the =oint 8enture is, "onseCuentl*, lia$le for the 8,+ due on the pa*(ents (ade $* 785 pursuant to the partiesD Su$/Contra"t. 23EREFORE, pre(ises "onsidered, the petition is DENIED for la"% of (erit and the C,Ds &' Septe($er &))! De"ision is, a""ordin9l*, ,FFIR5ED in toto. SO ORDERED. (OSE PORTU,AL PERE# ,sso"iate =usti"e 2E CONCAR1 ANTONIO T" CARPIO ,sso"iate =usti"e Chairperson ARTURO D" -RION ,sso"iate =usti"e MARIA LOURDES P" A" SERENO ,sso"iate =usti"e -IENVENIDO L" RE.ES ,sso"iate =usti"e , + + E S + , + I O N I attest that the "on"lusions in the a$ove De"ision #ere rea"hed in "onsultation $efore the "ase #as assi9ned to the #riter of the opinion of the CourtDs Division. ANTONIO T" CARPIO ,sso"iate =usti"e Chairperson, Se"ond Division C E R + I F I C , + I O N Pursuant to Se"tion 16, ,rti"le 8III of the Constitution and the Division ChairpersonDs ,ttestation, it is here$* "ertified that the "on"lusions in the a$ove De"ision #ere rea"hed in "onsultation $efore the "ase #as assi9ned to the #riter of the opinion of the CourtDs Division. RENATO C" CORONA Chief =usti"e