TEAM SUAL CORPORATION v. PROVINCE OF PANGASINAN AND MARILOU E. UTANES IN HER CAPACITY AS THE OIC-PROVINCIAL TREASURER OF PANGASINAN

REPUBLIC OF THE PHILIPPINES COURT OF TAX APPEALS QUEZON CITY FIRST DIVISION ********* TEAM SUAL CORPORATION, CTA AC No. 173 Petitioner, (Civil Case No. 19095) - versus- Members: PROVINCE OF PANGASINAN DEL ROSARIO, P.J. , Chairperson , AND MARILOU E. UTANES IN UY, and HER CAPACITY AS THE OIC- MINDARO-GRULLA, JJ. PROVINCIAL TREASURER OF PANGASINAN, Promulgated: Respondents. NOV 031017, , ::; -r 37-A"l ,., ~ X- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - DECISION UY, J.: Before this Court is a Petition for Review filed by Team Sual Corporation on July 14, 2016 against the Province of Pangasinan and Marilou E. Utanes, in her capacity as the OIC-Provincial Treasurer of Pangasinan , seeking for the reversal and setting aside of the Decision dated February 10, 2016 and the Order dated May 31 , 2016 , both issued by the Regional Trial Court (RTC) Branch 37 of Lingayen , Pangasinan , in Civil Case No. 19095 entitled "Team Sua/ Corporation, Plaintiff, versus Province of Pangasinan and Marilou E. Utanes in her capacity as the 0/C Provincial Treasurer of Pangasinan, Defendants", the dispositive portions of which respectively read as follows : Decision dated February 10, 2016: "WHEREFORE, the instant case is hereby ordered dismissed. Accordingly , plaintiff is hereby declared liable to pay transfer tax to defendant Province of Pangasinan. No costs. ~

DECISION CTA AC No. 173 SO ORDERED." Order dated May 31, 2016: "WHEREFORE, thd plaintiff's 'Motion for Reconsideration' is DENIED!. I SO ORDERED." TH~ FACTS Petitioner Team Sual Qorporation is a corporation duly organized and existing under an~ by virtue of the laws of the Republic of the Philippines, with prin�ipal place of business in Sual, Pangasinan. 1 � Respondent Province of P$ngasinan is a local government unit, which imposed local transfer! tax on the alleged transfer of machineries and buildings of t~e Sual Power Plant. 2 Respondent Treasurer was impleaded in her ~fficial capacity. 3 I i The Office of the Provinci I Assessor of Pangasinan sent the letter dated September 3, 200 to petitioner, requesting from the latter a copy of the "Deed o Conveyance" for the "transfer of ownership made between Mirant Corporation and the consortium of Tokyo Electric Power Compan~ International B. V. and Marubeni Corporation which was su~sequently renamed TeaM Sua/ Corporation." In response, petititner sent the letter dated September 17, 2007 to the Provincial Asse sor, wherein petitioner clarified that the sale of the Philippine busine s of Mirant, which includes Mirant's indirect interests in petitioner, }Nas undertaken through a sale of shares of Mirant in Mirant Asia P~cific Limited.4 ! On November 9, 2010, !'etitioner received the Assessment dated November 3, 2010, dema ding payment of transfer tax on the alleged transfer of machineries a. d buildings of the SuaI Power Plant 1 Refer to Par. 3, Petitioner's Complain~, vis-a-vis Par. 3, Respondents' Answer With Third-Party Complaint, RTC Docket (qvil Case No. 19095)-Vol. 1, pp. 2 and 62. 2 Refer to Par. 4, Petitioner's Complain4, vis-a-vis Par. 3, Respondents' Answer With Third-Party Complaint, RTC Docket (C.vil Case No. 19095)-Vol. 1, pp. 2 and 62. 3 Refer to Par. 5, Petitioner's Complain~, vis-a-vis Par. 3, Respondents' Answer With Third-Party Complaint, RTC Docket (C.vil Case No. 19095)-Vol. 1, pp. 2 and 62. 4 Refer to Par. 7, Petitioner's Complain~, vis-a-vis Par. 5, Respondents' Answer With Third-Party Complaint, RTC Docket (C~vil Case No. 19095)-Vol. 1, pp. 2 and 62. ~

DECISION CTAACNo. 173 in the amount of P178,457,040, f1>lus interest and surcharges. 5 Subsequently, on Januar~ 5, 2011, petitioner filed its Protest Letter.6 Respondent Treasurer! failed to act thereon. In order to preserve its right to question lthe Assessment, petitioner filed a Complain{ before the RTC Bra~ch 37 of Lingayen, Pangasinan, on April 6, 2011 8, docketed as Ci~il Case No. 19095, praying for the annulment and setting aside ofl said Assessment in the amount of P178,457,040, plus the interest ~nd surcharges thereon. Upon the other hand, resRondents prayed for the dismissal of said Complaint in their Answer W{th Third-Party Complaint. 9 After trial, the RTC Brahch 37 of Lingayen, Pangasinan, rendered the assailed Decision 11� on February 10, 2016, dismissing the Complaint, and declaring petitioner liable to pay transfer tax to the Province of Pangasinan. On March 16, 2016, petitioner filed its Motion for Reconsideration (of the Oecisio"'1 dated February 10, 20 16), 11 praying for a reconsideration of the sai Decision, and for the annulment of the assessment and impositi n of the local transfer tax by respondents in the amount of 178,457,040.00. Petitioner claims that the said Decision is void ecause it did not state the law on which it is based; and that it is c ntrary to law and to the evidence on record. On April 7, 2016, resprndents filed their Opposition (To Plaintiff's Motion for Reconsid ration), 12 counter-arguing that the assailed Decision is proper and valid, and prayed for the denial of petitioner's Motion for Reconsidelration. 5 Refer to Par. 10, Petitioner's Complai~t, vis-a-vis Par. 5, Respondents' Answer With Third-Party Complaint, RTC Docket (qvil Case No. 19095)-Vol. 1, pp. 2 and 62. 6 Refer to Par. 11, Petitioner's Complai~t, vis-a-vis Par. 7, Respondents' Answer With Third-Party Complaint, RTC Docket (C{vil Case No. 19095)-Vol. 1, pp. 2 and 62. 7 RTC Docket (Civil Case No. 19095)-11 1. 1, pp. 1 to 13. 8 Refer to Par. 11, Petitioner's Complai t, vis-a-vis Par. 7, Respondents' Answer With Third-Party Complaint, RTC Docket (C vil Case No. 19095)-Vol. 1, pp. 2 to 62. 9 RTC Docket (Civil Case No. 19095)-Vpl. 1, pp. 61 to 73. 10 RTC Docket (Civil Case No. 19095)-fol. 2, pp. 477 to 485; Division Docket, pp. 29 to 37. 11 RTC Docket (Civil Case No. 19095)-Vol. 2, pp. 489 to 500; Division Docket, pp. 38 to 49. 12 RTC Docket (Civil Case No. 19095)-Vol. 2, pp. 518 to 524. f

DECISION CTA AC No. 173 Petitioner's Motion for Rec~nsideration was denied by the RTC in the assailed Order dated May ~1, 201613. I ! I ' Thus, petitioner filed the intstant Petition for Review on July 14, 2016, 14 praying for the revers I and setting aside of the RTC's Decision and Order, and the ann lment of the subject Assessment. I ' In the Resolution dated A~g ust 1, 2016, 15 respondents were ordered to file their Comment, nqt a motion to dismiss, within ten (1 0) days from notice thereof. On Au~ust 23, 2016, respondents filed their Comment. 16 ! Subsequently, the Cou~ issued the Resolution dated September 19, 2016, 17 giving d~e course to the instant Petition for Review, and directing the submi~sion of the respective memoranda of the parties, within thirty (30) day~ from receipt of the said Resolution. Meanwhile, in the Resolu~ion dated October 19, 2016, 18 the Court ordered the Branch Cle k of Court of RTC Branch 37 of Lingayen, Pangasinan, to eleva e the entire original records of Civil Case No. 19095, within ten (1 0) ays from notice thereof, pursuant to Section 5(b), Rule 6 of the evised Rules of the Court of Tax Appeals. Thus, on December 9J 2016, this Court received the entire original records of the said ca1e, 19 composed of two (2) volumes, consisting of five hundred forty two (542) pages, together with the 1 I Transcript of Stenographic Note~ taken thereon, Judicial Affidavit of Atty. Rosalie Factor, and the Pre~Trial Brief for the plaintiff. ! After the filing of petitiot'er's Memorandum on October 24, 2016, 20 and respondents Memo andum on October 28, 2016,21 this case was considered submitted . r decision on December 19, 2016. 22 Hence, this Decision. 13 RTC Docket (Civil Case No. 19095)-\fol. 2, p. 542; Division Docket, p. 51. 14 Division Docket, pp. 8 to 28. 15 Division Docket, p. 347. 16 Division Docket, pp. 348 to 368. 17 Division Docket, p. 427. 18 Division Docket, p. 447. 19 Refer to the Transmittal Letter dat~d November 7, 2016 from Atty. Arvin E. Crisostomo, Branch Clerk of Court, R]C-Branch 37, Lingayen, Pangasinan, Division Docket, p. 515. I 1 20 Division Docket, pp. 472 to 489. 21 Division Docket, pp. 492 to 509. , 22 Resolution dated December 19,2016, ~oI cket, p. 518. fl

DECISION CTA AC No. 173 THE:ISSUES Petitioner raises the followinlg issues23 for this Court's resolution, to wit: "I. Whether the Decisior is void for failing to state the law on which it was bpsed. ' II. Whether the Decision! is contrary to law. i i Ill. Whether the Decisio~ is contrary to the evidence on record." Petitioner's arguments: In arguing that the subjec~ Decision is void, petitioner invokes certain jurisprudence, Section 14, Article VIII of the Constitution, and Section 1, Rule 35 of the Rules ~f Court, to the effect that a decision, or a judgment or final order det~rmining the merits of the case, must state clearly and distinctly the faqts and the law on which it is based. Furthermore, according tp petitioner, the said Decision is contrary to law and jurisprudenc~. Petitioner points out that a change in corporate name does not resullt in a new corporation. Lastly, petitioner is of th~ view that the same Decision is contrary to the evidence on reco d. It stresses that the RTC's finding that "Mirant Sua/ Corporation, is not the same as Team Sua/ Corporation" is contrary to the eyidence on record which proves that petitioner and Mirant Sual Cqrporation are one and the same corporation. � Respondents' counter-argume~ts: '' i Respondents contend that I the subject Decision is valid. They aver that jurisprudence dictates ~hat decisions which failed to include laws on which they were based ~o not render the decisions void. Moreover, respondents mt'ntain that the same Decision is not contrary to law, nor to the e idence on record. According to respondents, if only a change f name of the corporation actually I 23 Division Docket, p. 12. ~

DECISION CTA AC No. 173 transpired, then the comparison of the incorporators/stockholders as well as the directors should have been logically the same. Furthermore, according to tespondents, Mirant Corporation and petitioner are entirely separate a~d distinct corporations, as they have distinct and separate principal pl~ce of office. I ! Respondents also maint~in that petitioner cannot avoid its obligation under the law bee use the transaction is actually a transfer/sale of all the assets t erein, and necessarily includes the transfer of control and ownershipll of the interest or properties of which the stocks necessarily represent.: THE COU~T'S RULING The instant Petition for ReJ;ew is meritorious. i The Decision dated February !10, 2016 rendered by the RTC Bra~ch 37 of Lingayen, Pangasinan,l in Civil Case No. 19095, is valid. I I As already stated, petitio~er is assailing the Decision dated February 10, 2016 of the RTC Brr.nch 37 of Lingayen, Pangasinan, in Civil Case No. 19095, as being void, for failure to state therein the law on which the same is based. 1', We do not agree. Indeed, Article VIII, Sectlion 14, of the 1987 Constitution provides as follows: "SECTION 14. No de~ision shall be rendered by any court without expressing trerein clearly and distinctly the facts and the law on *hich it is based." (Emphasis supplied) i In relation thereto, Rule 36, Section 1, of the 1997 Rules of Civil Procedure reads: "SECTION 1. Ren~ition of judgments and final orders. - A judgment or final order determining the ~

DECISION CTA AC No. 173 merits of the case shall ,be in writing personally and directly prepared by the I judge, stating clearly and distinctly the facts and t~e law in which it is based, signed by him, and file~ with the clerk of court." (Emphasis supplied) In Nicos Industrial Corpor~tion, et a/. vs. Court of Appeals, et a/. ,24 the Supreme Court held: 1 "It is a requirement of pue process that the parties to a litigation be informed ofl how it was decided, with an explanation of the factual ard legal reasons that led to the conclusions of the court. The court cannot simply say 1 that judgment is rendered ii' favor of X and against Y and just leave it at that without ny justification whatsoever for its action. The losing party is entitled to know why he lost, so he may appeal to a higher court, if permitted, should he believe that the deci~�on should be reversed. A decision that does not cl arly and distinctly state the facts and the law on w ich it is based leaves the parties in the dark as to ' how it was reached and is especially prejudicial to the losing party, who is unable to in oint the o sible errors of the court for review b a hi her ribunal." (Emphasis and underscoring supplied) Put succinctly, the said conf: titutional requirement is intended to assure that judicial decisions can stand the light of scrutiny both from the bar and the informed public nd that party liti~ants are not left in the dark as to the basis of the de ision arrived at. 2 I I However, the judge is giv~n leeway in drafting a decision, so lon~ as the same is not ambigyous. In Jose, et a/. vs. Santos, et a/., 6 the High Court said: : I "xxx. Since a case I involves a dispute with the plaintiff or petitioner ass~rting that a right has been violated by defendant or r~spondent, there being a need for the operation of the s~nction that the law affords to redress the wrong all that I is required of the judiciary is that the decision rendered I makes clear why either party 24 G.R. No. 88709, February 11, 1992. . 25 Jose, et al. vs. Santos, et al., G.R. No. L-~5510, October 30, 1970. 26 G.R. No. L-25510, October 30, 1970. ~

DECISION CTA AC No. 173 prevailed under the a~plicable law to the facts established. i Nor is there any rigi formula as to the language to be employed to satis y the requirement of clarity and distinctness. The discretion of the particular judge in this respect, while not unlimited, is necessarily broad. Ther is no sacramental form of words which he must use upon pain of being considered as having f iled to abide by what the Constitution directs. his is a realm where his individuality is not stifled, his habitual mode of giving expression to his thoug t respected. It suffices that his decision is not ta nted with that decree of ambi uit that o ens vis as of doubt both as to what the facts reall were and the si nificance attached to them by the law." (Empha is and underscoring supplied) Furthermore, in People ot the Philippines vs. Sadiosa, 27 the Supreme Court said: "The constitutional re8uirement that every decision must state distinctly and 1clearly the factual and legal bases therefor should inde d be the primordial concern of courts and judges. Be tha as it may, there should not be a mechanical relia ce on this constitutional provision. The courts a d judges should be allowed to synthesize and t~ simplify their decision considering that at pres nt, courts are harassed by crowded dockets and t me constraints. Thus, the Court held in De/ Mundo v.ICourt of Appeals: i It is understand1ble that courts with heavy dockets and time constraints, often find themselves with little spare in the preparation of decisions to the e tent most desirable. We have thus pointed out that judges might learn to synthesize and to sim lify their pronouncements. Nevertheless, concisely ritten such as they may be, decision must still disti ctly and clearly express at least in minimum its fact al and legal bases."28 ! ! Depending on the writer'p character, genre and style, the language should be fresh ~nd free-flowing, not necessarily 27 G.R. No. 107084, May 15, 1998. 28 Cited also in Chung, Jr., et al vs. MonJragon, et al., G.R. No. 179754, November 21, 2012. f

DECISION CTA AC No. 173 stereotyped or in a fixed form; mluch less highfalutin, hackneyed and pretentious. 29 1 Nevertheless, it is required ~hat the trial court should exert effort to ensure that its decisions pri'sent a comprehensive analysis or account of the factual and lega findin~s which would substantially address the issues raised by the arties. 0 I Applying the foregoing pri~',ciples to the case at bar, We find that the assailed Decision compli d with the requirements set forth in the aforequoted Article VIII, Section 14, of the 1987 Constitution, and Rule 36, Section 1, of the Rules f Court. A cursory reading of the as ailed Decision would reveal that the parties were not left in the dark as to how it was reached. This is especially true in the case of etitioner (the losing party therein), where it was able to pinpoint th supposed errors committed by the Court a quo in the instant Petitio for Review. i' Furthermore, since the C~urt a quo has been given broad discretion as to the languag~ to be employed to satisfy the requirement of clarity and distin~tness in the assailed Decision, We do not find that the format or pre~entation it employed therein failed to satisfy the subject constitutional equirement. This is so because We do not see that it is tainted wit that decree of ambiguity so as to create doubt as to what the fa ts really were and the significance attached to them by law. The as ailed Decision clearly presented the issue to be resolved, i.e., w ether petitioner and Mirant Sual Corporation are one and the s me entity, which issue, in turn, is determinative of the proper impo ition of the transfer tax; and has, in fact, resolved the said issue th rein, albeit erroneously, as will be shown momentarily. Moreover, while it may be rue that the assailed Decision does not refer to any specific law w ich it relied upon in arriving at the conclusion that petitioner and M rant Sual Corporation are separate and distinct entities, the same i understandable. This must be so because the legal principles rei ting as to whether two (2) or more corporations are one and the same entity, or are separate and distinct, may be found only in juri prudence. I 29 Velarde vs. Social Justice Society, G.R. ~o. 159357, April28, 2004. q.R. 30 Madrid vs. Court of Appeals, eta!., No. 130683, May 31, 2000; Velarde vs. Social Justice Society, supra. � ~

DECISION CTAACNo. 173 Be that as it may, it must le emphasized that the validity of a court decision is one thing; the orrectness thereof is quite another. We shall proceed to determin, whether the subject Decision is contrary to law and evidence. The changing of petition r's name from "Mirant S a/ Corporation" to "Team S a/ Corporation" did not make a ew corporation, nor did it change I its I corporate being The basis for the impositioh of the transfer tax being collected by respondents from petitione~ is Section 135(a) of the Local Government Code (LGC) of 19911, which provides as follows: I "SEC.135. Tax on I Transfer of Real Property Ownership. -(a) The ro ince rna im ose a tax on the sale donation barte or on an other mode of transferrin ownershi o title of real ro ert at the rate of not more than fifty percent (50%) of one percent (1 %) of the total onsideration involved in the acquisition of the prope y or of the fair market value in case the monetary c nsideration involved in the transfer is not substanti I, whichever is higher. The sale, transfer or other disposition of real property pursuant to R.A. No. 6657 shall I be exempt from this tax." (Emphasis and underscorin~ supplied) I The foregoing provision gi~es a province the power to impose tax on "the sale, donation, barter, or on any other mode of transferring ownership or title of~al property". Thus, for the province to validly impose the said tax, it ust be clearly shown that there was a sale, donation, barter, or any o her mode of transferring ownership or title of real property. � Thus, central to the resolu~ion of whether there was a transfer of ownership or title of real prop~rty in this case, is the determination whether indeed petitioner merely changed its corporate name, or is a separate corporate entity from th t of Mirant Sual Corporation. 1 We find that petitioner mer!1y changed its corporate name from "Mirant Sua/ Corporation" to " eam Sua/ Corporation", and this finding is supported by the evide ce presented, formally offered, and I f

DECISION CTAACNo. 173 admitted, in the case a quo. i The RTC Branch 37 of Lingayen, Pangasinan, in rendering the a~sailed Decision should have relied on the said evidence. � Specifically, to establish that petitioner and Mirant Sual Corporation are one and the ~ame corporation, petitioner presented its Articles of Incorporation (AOil), and amendments thereto relating to its change of name, with their! corresponding Certificates issued by the Securities and Exchange !Commission (SEC). The significant information found in the said dqcuments are as follows: Exhibit Name of petitioner as in~icated SEC Date of "G" in the AOI and its subs quent Registration No. Registration/ "F" AS094-002935 Approval of "E" amendments � AS094-002935 Change of Name "D" Pangasinan Electric Corpo ation AS094-002935 Southern Energy Pangasin an, Inc. AS094-002935 by SEC Mirant Sual Corporation March 29, 1994 Team Sual Corporation August 17, 1999 June 28, 2001 July 23, 2007 Without doubt, the SEC i$ the repository of the said documents, pursuant to Sections 14, 16, ahd 18 of the Corporation Code of the Philippines31 , to wit: "SEC. 14. Contents: of Articles of Incorporation. - All corporations organi~ed under this Code shall file with the Securities ~nd Exchange Commission articles of incorporatio~ in any of the official languages, duly signed and acknowl~dged by all of the incorporators, xxx." (Emphasis supplieq) "SEC. 16. Amendment of Articles of Incorporation. -XXX. The original and a1mended articles together shall contain all provisions req~ired by law to be set out in the articles of incorporation. i Such articles, as amended, shall be indicated by und+rscoring the change or changes made, and a copy thereof duly certified under oath by the corporate secretary and i a majority of the directors or trustees stating the f~ct that said amendment or amendments have been duly approved by the required vote of the stockholders qr members, shall be submitted to the Securities and Exlchange Commission. 31 Batas Pambansa Bilang 68.

DECISION CTA AC No. 173 The amendments shall take effect upon their approval by the ~ecurities and Exchange Commission or from th~ date of filing with the said Commission if not acted upon within six (6) months form the date of filing for a ~ause not attributable to the corporation." (Emphases ~upp/ied) "SEC. 18. Corporate !name. - No corporate name may be allowed by th~ Securities and Exchange Commission if the pro8osed name is identical or deceptively or confusingly similar to that of any existing 1� corporation or to any other name already protected by law or is patently deceptive, c~nfusing or contrary to existing laws. When a change in the corporate name is approved, the Commiss on shall issue an amended certificate of incorporatiqn under the amended name." (Emphasis supplied) Thus, the said Exhibits "{$", "F", "E", and "0" are considered public documents,32 and as su�h, are prima facie evidence of the facts therein stated, pursuant tq Rule 132, Section 23, of Rules of Court provides as follows: "SEC. 23. Public #ocuments as evidence. - Documents consisting qf entries in public records made in the performanc of duty by a public officer are prima facie evidenc of the facts therein stated. All other public document are evidence, even against a third person, of the fact which gave rise to their execution and of the date of the latter{" (Emphasis supplied) Based on the foregoing pJovision, since Exhibits "G", "F", "E", and "0" is clearly indicative that petitioner merely and recently changed its name from "Miranf Sua/ Corporation" to "Team Sua/ Corporation", said corporate ertities refer to one and the same I 32 Rule 132, Section 19, ofthe Rules ofCqurt provides as follows: "SEC. 19. Classes of documenrs. -For the purpose of their presentation in evidence, documents are either public or private. Public documents are: : (a) The written official act$ or records of the official acts of the sovereign authority, official bo~ies and tribunals, and public officers, whether of the Philippines, or ofla foreign country; (b) Documents acknowledged pefore a notary public except last wills and testaments; and ! (c) Public records, kept in thel Philippines, of private documents required by law to be entered therein." (Emphasis supplied) ~

DECISION CTA AC No. 173 corporation. Thus, it was error for the Court a quo to rule that the said corporate entities are separ~te and distinct. ! Moreover, it must be foint'd out that in Republic Planters Bank vs. Court of Appeals, eta/., 3 the! Supreme Court said: "The corporation, u~'on such change in its name, is in no sense a new co poration, nor the successor of the original corporation. It is the same corporation with a different name, land its character is in no respect changed. , A change in the cotporate name does not make a new corporation, and whether effected by special act or under a general law, h~s no effect on the identity of the corporation, or on its ~roperty, rights, or liabilities. The corporation contjnues, as before, responsible in its new name for all debts I or other liabilities which it had previously contracted or in�urred." (Emphases supplied) Furthermore, in Zuel/ig Fre~ght and Cargo Systems vs. National Labor Relations Commission, et ~/., 34 the Supreme Court held: "xxx. For sure, the porporation Code defined and delineated the different mo~es of dissolving a corporation, and amendment of the a:�cles of incorporation was not one of such modes. The ffect of the change of name was not a change of the corporate being, for, as well stated in Philippine Fift Insurance Co., Inc. vs. Hartigan: 35 'The changing of the name of a corporation is no more the creatio~1 of a corporation than the changing of the name off: natural person is begetting of a natural person. T e act, in both cases, would seem to be what the anguage which we use to designate it imports - . change of name, and not a change of being."' (Emp~ases supplied) Correspondingly, since th~ changing of petitioner's name from "Mirant Sua/ Corporation" to "Te~m Sua/ Corporation" did not make a new corporation, nor did it change its corporate being, there was no sale or transfer of ownership on title over the subject real property, 33 G.R. No. 93073, December 21, 1992. 34 G.R. No. 157900, July 22, 2013. 35 No. L-86370, July 31, 1970, citing Pacific Bank v. De Ro, 37 Cal. 538. ~

DECISION CTA AC No. 173 and thus, the tax that may be imposed by respondent Province under Section 135(a) of the LGC of 19~1 cannot become due. In addition, respondents' 1argument to the effect that "Mirant Sua/ Corporation" and "Tearri Sua/ Corporation" are separate corporate entities because the~ have different set of stockholders, deserves scant consideration. This is so because, as thel evidence show, SEC records are to the effect that "Mirant Sua/ Corp~ration" and "Team Sua/ Corporation" are the same corporation. This i primarily apparent in that they bear the same SEC Registration Num~ er, i.e., "AS094-002935". But more importantly, it m4st be emphasized that a corporation is an artificial being invested with a personality separate and distinct from those of the stockholders. 3~ Relative thereto, in SME Bank Inc., eta/. vs. De Guzman, eta/., etselq., 37 the Supreme Court ruled: "There are two typ~s of corporate acquisitions: asset sales and stock sale$. In asset sales, the corporate entity sells all or substanti~lly all of its assets to another entity. In stock sales,! the individual or corporate shareholders sell a contr~lling block of stock to new or existing shareholders. ' XXX XXX XXX In contrast with ass~t sales, in which the assets of the selling corporation ara transferred to another entity, the transaction in stoc~ sales takes place at the shareholder level. Becau~e the corporation possesses a personality separate ~nd distinct from that of its shareholders, a shift 'n the composition of its shareholders will not . affect its existence and continuity. xxx." (Empha~es supplied) Thus, even granting tha~ there was indeed a shift in the composition of, or a substant~al change in, the stockholders of petitioner, the same is of no i moment, insofar as its corporate existence and continuity are con�erned. 36 Kukan International Corporation vs. Reyes, et al., G.R. No. 182729, September 29, 2010. . 37 G.R. Nos. 184517 and 186641, October:8, 2013. ~

DECISION CTAACNo. 173 Lastly, there is likewise no merit in respondents' arguments that "Mirant Sua/ Corporation" and "feam Sua/ Corporation" have distinct and separate principal places i of office, i. e., the former , in Sual, Pangasinan, and the latter, in Palsay City, Metro Manila. Respondents are clearly mistaken. In addition to the above di~quisitions regarding the reasons why the said two (2) corporations a~ one and the same, they have the same principal place of office. irhese are reflective in the Amended Articles of Incorporation of petitiqner, to wit: "AMENDED ARTICL~S OF INCORPORATION !OF TeaM Sual Cor oration (Formerly, Mira t Sual Corporation) ' ! KNOW ALL MEN BY THE$E PRESENTS: That we, all of legal i age, citizens and residents of the Republic of the Philip~ines, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the la~s of the Philippines. FIRST. I shall be: AND W~ CERTIFY: That the ! name of the said corporation XXX XXX XXX THIRD. The principal office of the Corporation shall be est blished in Sual, Province of Pan asinan Phili in s."38 (Emphases and underscoring supplied) "AMENDED ARTICL~S OF INCORPORATION OF MIRANT SUA CORPORATION (formerly, Southern nergy Pangasinan, Inc.) 38 Exhibit "D". ~

DECISION CTA AC No. 173 Page16of17 KNOW ALL MEN BY THE$E PRESENTS: That we, all of legal I age, citizens and residents of the Republic of the Philip~ines, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the la'-'fs of the Philippines. ANDIWE CERTIFY: FIRST. That the �name of the said corporation shall be: MIRANT SUA~ CORPORATION XXX XXX XXX THIRD. The p incipal office of the Corporation shall be est blished in Sual, Province of Pan asinan Phili in s."39 (Emphases and underscoring supplied) In fine, the evidence pd>int to the fact that ltMirant Sua/ Corporation" and ltTeam Sua/ �orporation" are one and the same entity. Hence, it was error for tre Court a quo to rule that they are otherwise. Consequently, raspondents may not collect from petitioner the tax being contemplated under Section 135(a) of the LGC of 1991. ' WHEREFORE, in light of the foregoing considerations, the instant Petition for Review is her~by GRANTED. Accordingly, the Decision ~ated February 10, 2016 and Order dated May 31, 2016, both re~dered by the RTC Branch 37 of Lingayen, Pangasinan, in Civil I Case No. 19095, are REVERSED AND SET ASIDE. The Assessment dated , November 3, 2010, demanding payment of transfer tax on the !alleged transfer of machineries and buildings of the Sual Power Pla~t in the amount of P178,457,040.00 plus interest and surcharges, is $ET ASIDE AND NULLIFIED for lack of factual and legal basis. 39 Exhibit "E". ~

DECISION AEssR~~~~Pus.tUicYe CTAACNo. 173 Page 17 of 17 f.~t.~ N.M~~.b~ ,~0 N. MINDARO-GRULLA SO ORDERED. Associate Justice WE CONCUR: Presiding Justice CERTIIFICATION Pursuant to Article VIII, $ection 13 of the Constitution, it is hereby certified that the concl~sions in the above Decision were reached before the case was a~signed to the writer of the opinion of the Court's Division. ' Chairperson Presiding Justice