Emphasis supplied Clause Samples
Emphasis supplied. The Court reiterates that a surety’s liability is determined strictly by the terms of contract of suretyship, in relation to the principal contract 30 Id. at 101. between the obligor and the obligee. Hence, the Court looks at the Surety and Performance Bonds, in relation to the Consortium Agreement. According to the principle of relativity of contracts in Article 1311 of the Civil Code,31 a contract takes effect only between the parties, their assigns, and heirs; except when the contract contains a stipulation in favor of a third person, which gives said person the right to demand fulfillment of said stipulation. In this case, the Surety and Performance Bonds are enforceable by and against the parties FFMCCI (the obligor) and CCCIC (the surety), as well as the third person Kawasaki (the obligee) in whose favor said bonds had been explicitly constituted; while the related Consortium Agreement binds the parties Kawasaki and FFMCCI. Since the Republic is neither a party to the Surety and Performance Bonds nor the Consortium Agreement, any action or omission on its part has no effect on the liability of CCCIC under said bonds. The Surety and Performance Bonds state that their purpose was “to secure the full and faithful performance on [FFMCCI’s] part of said undertaking,” particularly, the repayment by FFMCCI of the downpayment advanced to it by Kawasaki (in the case of the Surety Bond) and the full and faithful performance by FFMCCI of its portion of work in the Project (in the case of the Performance Bond). These are the only undertakings expressly guaranteed by the bonds, the fulfillment of which by FFMCCI would release CCCIC from its obligations as surety; or conversely, the non-performance of which would give rise to the liabilities of CCCIC as a surety. The Surety and Performance Bonds do not contain any condition that CCCIC would be liable only if, in addition to the default on its undertakings by FFMCCI, the Republic also made a claim against the PCIB Letter of Credit furnished by Kawasaki, on behalf of the Kawasaki-FFMCCI Consortium. The Court agrees with the observation of the Court of Appeals that “it is not provided, neither in the Consortium Agreement nor in the subject bonds themselves that before KAWASAKI may proceed against the bonds posted by [FFMCCI] and CCCIC, the Philippine government as employer must first exercise its rights against the bond issued in its favor by the consortium.”▇▇ ▇▇▇ ▇▇▇▇▇ cannot give any additional meaning to the plai...
Emphasis supplied. Under Paragraph 5 of the Contract of Lease, NCLPI is entitled only to the return of those improvements introduced by it which can be removed without causing damage to the leased premises.90 Considering, however, that the issue of ownership of the improvements within the premises appears to be subject of another case initiated by NCLPI’s subsidiary, NSC,91 this Court will not rule on the same. Both the trial court and CA found that NCLPI breached the Contract of Lease. In sustaining the denial of NCLPI’s claim for damages, the CA held: There is no merit in [NCLPI]’s claim for damages allegedly arising from [LMI]’s failure to maintain it in peaceful possession of the leased premises. It was [NCLPI] who breached the lease contract x x x Moreover, the lease contract between [LMI] and [Proton] was entered into only on November 8, 1996 x x x after the lease contract between [LMI] and [NCLPI] had been terminated. As aptly noted by the trial court: In other words, while in its responsive pleading [NCLPI] claims [that] it was fooled into allowing [Proton] to occupy the subject premises for a limited period, after which the latter, in alleged collusion with [LMI] unilaterally usurped the premises for itself, the evidence shows that it was [NCLPI] which misrepresented itself to PROTON as being a lessee of good standing, so that it could induce the latter to occupy and renovate the premises when at that time the negotiations were underway, the lease between [LMI] and [NCLPI] had already 90 Id. at 122. Paragraph 5 of the Contract of Lease states:
Emphasis supplied. 6 ▇▇▇▇▇▇▇ v. Continental Airlines, Inc., G.R. No. 188288, January 16, 2012, 663 SCRA 57, 86-87. 7 144 Phil. 1 (1970).
Emphasis supplied. You argue that Company in carrying out its obligations under the Contract should be viewed as a federal instrumentality in much the same way that federal employees were deemed to be federal instrumentalities and, thus, immune from state sales tax in the matter of Chestnut Fleet Rentals v. Dept. of Rev., 559 So.2d 264 (Fla. 1st DCA 1990). Recall that in this case the court held that notwithstanding the provisions of s. 212.08(6), F.S., the Supremacy Cause of the United States Constitution, Article VI, Clause 2, precluded imposition of sales tax on automobile rentals to federal employees who paid for rentals with personal funds and were later reimbursed by the government. The court concluded that the employees were acting as instrumentalities of the federal government when paying for the rented vehicles such that incidence of tax would have fallen on the government. In reaching its findings the Chestnut Court looked to the important distinctions made between federal employees and contractors under contract with the federal government by the United States Supreme Court in the matter of United States v. New Mexico, 455 U.S. 720, 102 S.Ct. 1373, 71 L.Ed.2d 580 (1982). In that case, the court found that contractors conducting business with the federal government under an advance funding procedure were taxable entities independent of the United States such that a state use tax could be applied to the contractors without offending federal sovereignty, as the contractors were not constituent parts of the government. The court held that the contractors were not entitled to immunity as they could not be regarded as instrumentalities of the government. The court contrasted the contractors' relationship with the federal government with that of federal employees. The court concluded that the differences between the two were "crucial", and that unlike federal employees, contractors could not properly be regarded as "constituent parts" of the Federal Government.
Emphasis supplied. By reason of the very nature of the relationship between Principal and agent, agency is extinguished by the death of the principal or the agent.
Emphasis supplied ascertained, the propriety thereof is determined by law (in this case, from the date of payment of tax), and not upon the discovery by the taxpayer of the erroneous or excessive payment of taxes. The issuance by the BIR of the Ruling declaring the tax-exempt status of NORD/LB, if at all, is merely confirmatory in nature. As aptly held by the CTA-First Division, there is no basis that the subject exemption was provided and ascertained only through BIR Ruling No. DA-342-2003, since said ruling is not the operative act from which an entitlement of refund is determined.34 In other words, the BIR is tasked only to confirm what is provided under the Tax Code on the matter of tax exemptions as well as the period within which to file a claim for refund. In this regard, petitioner is misguided when it relied upon the six (6)- year prescriptive period for initiating an action on the ground of quasi- contract or solutio indebiti under Article 1145 of the New Civil Code. There is solutio indebiti where: (1) payment is made when there exists no binding relation between the payor, who has no duty to pay, and the person who received the payment; and (2) the payment is made through mistake, and not through liberality or some other cause.35 Here, there is a binding relation between petitioner as the taxing authority in this jurisdiction and respondent MERALCO which is bound under the law to act as a withholding agent of NORD/LB Singapore Branch, the taxpayer. Hence, the first element of solutio indebiti is lacking. Moreover, such legal precept is inapplicable to the present case since the Tax Code, a special law, explicitly provides for a mandatory period for claiming a refund for taxes erroneously paid. Tax refunds are based on the general premise that taxes have either been erroneously or excessively paid. Though the Tax Code recognizes the right of taxpayers to request the return of such excess/erroneous payments from the government, they must do so within a prescribed period. Further, “a taxpayer must prove not only his entitlement to a refund, but also his compliance with the procedural due process as non-observance of the prescriptive periods within which to file the administrative and the judicial claims would result in the denial of his claim.”36 In the case at bar, respondent MERALCO had ample opportunity to verify on the tax-exempt status of NORD/LB for purposes of claiming tax refund. Even assuming that respondent MERALCO could not have emphatically known the st...
Emphasis supplied. The arbitration clause of the 2005 Lease Contract stipulates that “any disagreement” as to the “interpretation, application or execution” of the 2005 Lease Contract ought to be submitted to arbitration.70 To the mind of this Court, such stipulation is clear and is comprehensive enough so as to include virtually any kind of conflict or dispute that may arise from the 2005 69 Id. at 114. 70 Id. The application of the arbitration clause of the 2005 Lease Contract in this case carries with it certain legal effects. However, before discussing what these legal effects are, We shall first deal with the challenges posed against the application of such arbitration clause.
Emphasis supplied. In a letter dated 7 February 2000, the Spouses ▇▇▇▇▇▇▇▇▇ gave a qualified acceptance of PNB’s proposed restructuring, specifically referring to specific terms in the 25 January 2000 proposal of PNB. However, in its 8 March 2000 letter, PNB rejected finally the counter offer of the Spouses ▇▇▇▇▇▇▇▇▇ for the restructuring of their loan. On 25 July 2000, PNB re-filed its Petition for Extra-Judicial Foreclosure of the mortgaged property. Forthwith, the Spouses ▇▇▇▇▇▇▇▇▇ filed the Complaint before the RTC with prayer for issuance of a Temporary Restraining Order (TRO) and preliminary injunction to enjoin enforcement of the original credit agreements, and security therefor, between the parties. Effectively, the Spouses ▇▇▇▇▇▇▇▇▇ sought to enjoin the foreclosure of the mortgaged property. On 4 and 28 September 2000, the RTC issued the prayed for TRO and Writ of Preliminary injunction. Subsequently, the RTC granted the Complaint of the Spouses ▇▇▇▇▇▇▇▇▇ ruling that there was a perfected and binding restructured credit agreement, the terms contained in the 25 January 2000 and 7 February 2000 written exchanges of the parties: 4 Id. at 49-50. WHEREFORE, judgment is rendered in favor of [petitioners] ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and against [respondent] Philippine National Bank, as follows:
Emphasis supplied. The Court of Appeals agreed with the trial court’s Decision, but extensively discussed the basis for the modification of the dispositive portion. 40 Id. at 23. 41 Id. 42 Id. at 129. The Resolution was penned by Associate Justice ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and concurred in by Associate Justices ▇▇▇▇▇▇▇ ▇. De Los ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of the Thirteenth Division, Court of Appeals Manila. 43 Id. 44 Id. at 130. A Partial Entry of Judgment was issued by the Court of Appeals on January 4, 2003. 45 Id. at 58–75. The Decision was penned by Associate Justice ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and concurred in by Associate Justices ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (now an Associate Justice of this court) and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇- ▇▇▇▇▇▇▇ of the Special Fourteenth Division, Court of Appeals Manila.