CIR v. Arnoldus Carpentry Shop, Inc., et al. G.R. No. 71122 March 25, 1988 Cortes, J.

Facts:

Private respondent Arnoldus Carpentry Shop, Inc. is a domestic corporation which has been in existence since 1960. It has for its secondary purpose the preparing, processing, buying, selling, exporting, importing, manufacturing, trading and dealing in cabinet shop products, wood and metal home and office furniture, cabinets, doors, windows, etc., including their component parts and materials, of any and all nature and description. These furniture, cabinets and other woodwork were sold locally and exported abroad. In March 1979, the examiners of the petitioner Commissioner of Internal Revenue conducted an investigation of the business tax liabilities of private respondent. Based on such an examination, BIR examiners made a report to the Commissioner classifying private respondent as an other independent contractor under Sec. 205 (16) [now Sec. 169 (q)] of the Tax Code. As a result thereof, the examiners assessed private respondent for deficiency tax. 3% tax was imposed on private respondents gross export sales which, in turn, resulted from the examiners finding that categorized private respondent as a contractor. Against this assessment, private respondent filed a protest with the petitioner Commissioner of Internal Revenue. In the protest letter, private respondents manager maintained that the carpentry shop is a manufacturer and therefore entitled to tax exemption on its gross export sales under Section 202 (e) of the National Internal Revenue Code. He explained that it was the 7% tax exemption on export sales which prompted private respondent to exploit the foreign market which resulted in the increase of its foreign sales to at least 52% of its total gross sales in 1977. Issue: whether or not the Court of Tax Appeals erred in holding that private respondent is a manufacturer and not a contractor Held: No. CTA is correct in holding that private respondent is a manufacturer as defined in the Tax Code and not a contractor under Section 205(e) of the Tax Code. Section 205 (16) [now Sec. 170 (q)] of the Tax Code defines independent contractors as: . . . persons (juridical and natural) not enumerated above (but not including individuals subject to the occupation tax under Section 12 of the Local Tax Code) whose activity consists essentially of the sale of all kinds of services for a fee regardless of whether or not the performance of the service calls for the exercise or use of the physical or mental faculties of such contractors or their employees. Private respondents business does not fall under this definition. Petitioner contends that the fact that private respondent designs and makes samples or models that are displayed or presented or submitted to prospective buyers who might choose therefrom signifies that what private respondent is selling is a kind of service its shop is capable of rendering in terms of woodwork skills and craftsmanship. He further stresses the point that if there are no orders placed for goods as represented by the sample or model, the shop does not produce anything; on the other hand, if there are orders placed, the shop goes into full production to fill up the quantity ordered. This contention is without merit insofar as private respondent sells goods which it keeps in stock and not services. Neither can Article 1467 of the New Civil Code help petitioners cause. Article 1467 states: A contract for the delivery at a certain price of an article which the vendor in the ordinary course of his business manufactures or procures for the general market, whether the same is on hand at the time or not, is a contract of sale, but if the goods are to be manufactured specially for the customer and upon his special order, and not for the general market, it is a contract for a piece of work. Petitioner alleged that what exists prior to any

order is but the sample model only, nothing more, nothing less and the ordered quantity would never have come into existence but for the particular order as represented by the sample or model. Petitioner also asseverated that under Article 1467, the true test of whether or not the contract is a piece of work (and thus classifying private respondent as a contractor) or a contract of sale (which would classify private respondent as a manufacturer) is the mere existence of the product at the time of the perfection of the contract such that if the thing already exists, the contract is of sale, if not, it is work. Petitioners interpretation of the provision is incorrect. Under Art. 1467, what determines whether the contract is one of work or of sale is whether the thing has been manufactured specially for the customer and upon his special order. Thus, if the thing is specially done at the order of another, this is a contract for a piece of work. If, on the other hand, the thing is manufactured or procured for the general market in the ordinary course of ones business, it is a contract of sale. It is therefore clear that private respondent is not a contractor. But is it a manufacturer? Sec. 187 (x) [now Sec. 157 (x)] of the Tax Code defines a manufacturer as follows: Manufacturer includes every person who by physical or chemical process alters the exterior texture or form or inner substance of any raw material or manufactured or partially manufactured product in such manner as to prepare it for a special use or uses to which it could not have been in its original condition, or who by any such process alters the quality or any such raw material or manufactured or partially manufactured product so as to reduce it to marketable shape or prepare it for any of the uses of industry, or who by any such process combines any such raw material or manufactured or partially manufactured products with other materials or products of the same or different kinds and in such manner that the finished product of such process or manufacture can be put to a special use or uses to which such raw material or manufactured or partially manufactured products in their original condition would not have been put, and who in addition alters such raw material or manufactured or partially manufactured products, or combines the same to produce such finished products for the purpose of their sale or distribution to others and not for his own use or consumption. The nature of private respondents enterprise falls under the description. Private respondent is therefore entitled to the tax exemption under Sec. 202 (d) and (e) [now Sec. 167 (d) and (e)] of the Tax Code.