Brewery Properties, Inc. v. Commissioner of Internal Revenue

EN BANC [C.T.A. EB CASE NO. 1609. April 23, 2018.] (C.T.A. Case No. 8892) BREWERY PROPERTIES, INC. , petitioner , vs. COMMISSIONER OF INTERNAL REVENUE , respondent . DECISION CASTAEDA, JR. , J p : This is a Petition for Review 1 filed by Brewery Properties, Inc. on March 30, 2017 which seeks the reversal of the Decision dated September 30, 2016, 2 (Assailed Decision) as well as the Resolution dated February 27, 2017 3 (Assailed Resolution) of the First Division (Court in Division) of this Court in CTA Case No. 8892, entitled Brewery Properties, Inc. v. Commissioner of Internal Revenue . The respective dispositive portions of the Assailed Decision and Resolution are quoted hereunder: Assailed Decision : " WHEREFORE , in light of the foregoing considerations, the instant Petition for Review is PARTLY GRANTED . Accordingly, respondent is ORDERED TO REFUND OR ISSUE A TAX CREDIT CERTIFICATE in favor of petitioner in the aggregate amount of P349,813.96, representing the following: Penalties erroneously paid by petitioner Amount Surcharge P102,699.00 Interest 231,114.96 Compromise penalty 16,000.00 Total P349,813.96 SO ORDERED ." Assailed Resolution : " WHEREFORE , in light of the foregoing considerations, both petitioner's Motion for Partial Reconsideration of the Decision dated September 30, 2016 and respondent's Motion for Partial Reconsideration (Re: Decision dated 30 September 2016) are DENIED for lack of merit. SO ORDERED ." THE FACTS The facts of the present case, as found by the Court in Division in its Decision dated September 30, 2016, are as follows: 4 "Petitioner Brewery Properties, Inc. is a registered domestic corporation duly organized and existing under the laws of the Republic of the Philippines, with principal and registered office address at 40 San Miguel Avenue, Mandaluyong City, Metro Manila, and engaged in owning, using, improving, developing, selling, exchanging, leasing and holding for investment or otherwise, real estate of all kinds, including buildings and other structures. It is a wholly-owned subsidiary of San Miguel Brewery, Inc. (SMBI) and was previously a wholly-owned subsidiary of San Miguel Corporation (SMC) until the latter's domestic beer business was spinned off (sic) and assigned to SMBI. On the other hand, respondent is the duly authorized Commissioner of the [Bureau of Internal Revenue] (BIR) with the power and authority to perform the duties of his office, including, among others, the duty to act upon and approve claims for refund or tax credit as provided by law. He holds office at the BIR National Office Building, BIR Road, Diliman, Quezon City. On July 15, 2011, the BIR issued a Notice of Informal Conference to petitioner, informing the latter that in connection with the examination of its internal revenue tax liabilities for taxable year 2009, it found certain deficiency taxes due from petitioner, and inviting the latter to an informal conference. A Preliminary Assessment Notice (PAN) was thereafter issued by the BIR to petitioner on October 19, 2011, informing the latter that there were found due from it certain deficiency taxes, including DST in the amount of P672,953.23 (inclusive of surcharge, interest and penalty) on "Advances from Affiliates." On January 6, 2012, the BIR issued to petitioner a Formal Letter of Demand (FLD) with the corresponding Assessment Notices, which was received by the latter on January 11, 2012, for deficiency income tax, value-added tax (VAT), and DST in the aggregate amount of P6,291,601.67, requesting petitioner to pay the same on or before January 31, 2012. The assessment is broken down as follows: TAX TYPE TOTAL AMOUNT DUE Income Tax P3,914,712.77 Value-Added Tax 1,676,229.29 DST on Advance from Affiliates 700,659.61 Total P6,291,601.67 Petitioner then filed on February 9, 2012 with the BIR its Letter/Protest dated February 8, 2012 to the FLD. On September 14, 2012, respondent issued a Final Decision on Disputed Assessment (FDDA), which was received by petitioner on September 17, 2012. In the FDDA, respondent cites the following basis for the imposition of the DST, to wit: 'As disclosed in Note 6 (Related Party Transactions) of the Audited Financial Statements (Letters b & c): b. Due to San Miguel Corporation (SMC) amounted to P1,941,888.00 which represents advances made by SMC for payment of documentary stamp tax and SEC filing fees. c. The Company obtained non-interest bearing advances from San Miguel Brewery, Inc[.] (SMBI) amounting to P80,217,126.00 which were used to acquire a certain parcel of land in Bacolod City.' On September 24, 2012, petitioner paid to the BIR under protest the amount of P760,609.96 (inclusive of surcharge and interest up to the said date) for deficiency DST per the FDDA, inclusive of surcharge and interest up to September 24, 2012. The payment was made through the BIR Electronic Filing and Payment System (EFPS), as shown by the (a) Payment Confirmation by the BIR, acknowledging that the BIR EFPS had received the payment confirmation from Union Bank; (b) Receipt of Instruction to Authorize ePayment Later, acknowledging that Union Bank had received petitioner's online instruction to Authorize ePayment Later in favor of the BIR; (c) Payment Status by Union Bank, stating that the amount of P760,609.96 had been debited from petitioner's account and shall be credited to the BIR; (d) BIR Filing Reference Form; and (e) BIR Payment Form. The said amount of P760,609.96 is composed of the following: (a) basic DST P410,796.00; (b) surcharge P102,699.00; (c) interest P231,114.96; and [(d)] compromise penalty P16,000. On September 27, 2012, petitioner submitted to the BIR a Letter dated September 25, 2012, informing the latter that it had paid under protest the amount of P760,609.96, the deficiency DST as per the FDDA. On June 30, 2014, petitioner filed with the BIR the Letter/Claim for Refund dated June 23, 2014 subject of the Petition for Review, requesting for refund the amount of P760,609.96 representing DST collected from it by the BIR for taxable year 2009, or the issuance to it a tax credit certificate in the said amount. On September 18, 2014, petitioner filed the instant Petition for Review. Subsequently, on December 1, 2014, respondent filed an Answer, interposing the following Special and Affirmative Defenses: '4. Respondent hereby reiterates and repleads the preceding paragraphs of this [A]nswer as part of her Special and Affirmative Defenses. 5. Taxes collected are presumed to be in accordance with laws and regulations. A claim for refund is not ipso facto granted because respondent CIR still has to investigate and ascertain the validity of the claim. 6. Petitioner must prove that the aggregate amount of Php760,609.96 allegedly representing documentary stamp tax for the taxable year 2009 is properly documented. 7. Respondent respectfully maintains that this Honorable Court does not have jurisdiction over petitioner's claim for refund. To be more precise, respondent contends that petitioner's failure to thoroughly apply the administrative remedy available to it, led to the premature filing of the instant Petition, and ultimately prevented this Honorable Court from acquiring jurisdiction over the same. 8. Respondent also respectfully adds that before this Honorable Court assumes jurisdiction over the substantive issue of whether or not petitioner is entitled to its claim for tax refund, petitioner must first establish that it preliminarily complied with all the administrative requirements leading up to the filing of this action. This Honorable Court must first be convinced that petitioner indeed thoroughly pursued an administrative claim for tax refund, before it proceeds to determine petitioner's entitlement to the same under substantive law. 9. Section 229 of the National Internal Revenue Code is the governing provision relative to refund of internal revenue taxes. It provides: Recovery of Tax Erroneously or Illegally Collected . No suit or proceeding shall be maintained in any court for the recovery of any national internal revenue tax hereafter alleged to have been erroneously or illegally assessed or collected, or of any penalty claimed to have been collected without authority, or of any sum alleged to have been excessively or in any manner wrongfully collected, until a claim for refund or credit has been duly filed with the Commissioner; but such suit or proceeding may be maintained, whether or not such tax, penalty, or sum has been paid under protest or duress. 'In any case, no such suit or proceeding shall be filed after the expiration of two (2) years from the date of payment of the tax or penalty regardless of any supervening cause that may arise after payment: Provided, however, That the Commissioner may, even without a written claim therefor, refund or credit any tax, where on the face of the return upon which payment was made, such payment appears clearly to have been erroneously paid.' 10. It bears stressing that in an action for refund, the burden of proof is on the taxpayer who claims the exemption and he must justify his claim by the clearest grant under the Constitutional or statutory law and cannot be permitted by vague implications (BPI Leasing Corporation vs. Honorable Court of Appeals, G.R. No. 127624, November 18, 2003) . A perusal of the provision will emphasize that to validly substantiate a claim for refund, the taxes paid must be erroneous or illegally collected. Accordingly, the law granting tax exemption cannot rest on vague inference. 11. In the case at bench, petitioner is asking for a refund of its allegedly erroneously paid documentary stamp taxes for the fiscal year 2009 in the amount of P760,609.96. 12. However, the Supreme Court promulgated in the En Banc Decision of Commissioner of Internal Revenue vs. Filinvest Development Corporation , which was reiterated in RMC 48-2011, states that: On the other hand, insofar as documentary stamp taxes on loan agreements and promissory notes are concerned, Section 180 of the NIRC provides [as] follows: Sec. 180. Stamp tax on all loan agreements, promissory notes, bills of exchange, drafts, instruments and securities issued by the government or any of its instrumentalities, certificates of deposit bearing interest and others not payable on sight or demand. On all loan agreements signed abroad wherein the object of the contract is located or used in the Philippines; bill of exchange (between points within the Philippines), drafts, instruments and securities issued by the Government or any of its instrumentalities or certificates of deposits drawing interest, or orders for the payment of any sum of money or otherwise than at sight or on demand, or on all promissory notes, whether negotiable or non-negotiable, except bank notes issued for circulation, and on each renewal of any such note, there shall be collected a documentary stamp tax of Thirty centavos (P0.30) on each two hundred pesos, or fractional part thereof, of the face value of any such agreement, bill of exchange, draft, certificate of deposit, or note: Provided , That only one documentary stamp tax shall be imposed on either loan agreement, or promissory notes issued to secure such loan, whichever will yield a higher tax: Provided, however , That loan agreements or promissory notes the aggregate of which does not exceed Two hundred fifty thousand pesos (P250,000.00) executed by an individual for his purchase on installment for his personal use or that of his family and not for business, resale, barter or hire of a house, lot, motor vehicle, appliance or furniture shall be exempt from the payment of documentary stamp tax provided under this Section. When read in conjunction with Section 173 of the 1993 NIRC, (sic) the foregoing provision concededly applies to '(a)ll loan agreements, whether made or signed in the Philippines, or abroad when the obligation or right arises from Philippine sources or the property or object of the contract is located or used in the Philippines.' Correlatively, Section 3 (b) and Section 6 of Revenue Regulations No. 9-94 provide as follows: 'Section 3. Definition of Terms. For purposes of these Regulations, the following term shall mean: (b) 'Loan agreement' refers to a contract in writing where one of the parties delivers to another money or other consumable thing, upon the condition that the same amount of the same kind and quality shall be paid. The term shall include credit facilities, which may be evidenced by credit memo, advice or drawings . The terms 'Loan Agreement' under Section 180 and 'Mortgage' under Section 195, both of the Tax Code, as amended, generally refer to distinct and separate instruments. A loan agreement shall be taxes under Section 180, while a deed of mortgage shall be taxed under Section 195.' 'Section 6. Stamp on all Loan Agreements. All loan agreements whether made or signed in the Philippines, or abroad when the obligation or right arises from Philippine sources or the property or object of the contract is located in the Philippines shall be subject to the documentary stamp tax of thirty centavos (P0.30) on each two hundred pesos, or fractional part thereof, of the face value of any such agreements, pursuant to Section 180 in relation to Section 173 of the Tax Code . In cases where no formal agreements or promissory notes have been executed to cover credit facilities, the documentary stamp tax shall be based on the amount of drawings or availment of the facilities, which may be evidenced by credit/debit memo, advice or drawings by any form of check or withdrawal slip, under Section 180 of the Tax Code.' Applying the aforesaid provisions to the case at bench, we find that the instructional letters as well as the journal and cash vouchers evidencing the advances FDC extended to its affiliates in 1996 and 1997 qualified as loan agreements upon which documentary stamp tax may be imposed.' (Emphasis supplied) 13. Thus, based on the above Supreme Court ruling, and the subsequent Revenue Memorandum Circular, petitioner is liable to pay documentary stamp tax. 14. Petitioner, however, contends that the subject advances were extended to it by its affiliates in 2009. Since the Supreme Court ruling was promulgated only on 2011, and at that time, prevailing court decisions and BIR issuances were to the effect that inter-company advances were not covered by loan agreements, thus it should not be subject to DST. 15. It is worthy to mention that the Assessment Notices issued for deficiency Documentary Stamp Tax declared to be valid in the said Supreme Court decision of Commissioner of Internal Revenue vs. Filinvest Development Corp. pertained to taxable years 1996, and 1997, thus it can be inferred that that decision of the court was clarificatory in nature. Accordingly, petitioner's position that the above-mentioned Supreme Court decision cannot be given a retroactive application should not be given due course . 16. The imposition of Documentary Stamp Tax on inter-office memo covering advances granted by an affiliated corporation, these advances from San Miguel Corp. (SMC) amounting to P1,941,888.00 and San Miguel Brewery, Inc. (SMBI) amounting to P80,217,126.00 during taxable year 2009 are subject to the Documentary Stamp Tax imposed under Section 179 of the NIRC, as amended. 17. As petitioner was not able to pay the taxes as they became due, petitioner is undoubtedly liable to pay the tax surcharge and interest. 18. This is because taxes are essential to government's very existence; (CIR v. Solidbank Corporation, G.R. No. 148191, November 25, 2003) hence, the dictum that 'taxes are the lifeblood of the government.' Since tax refunds are regarded as tax exemptions and these are to be construed strictissimi juris against the person or entity claiming the exemption. (Philippine Phosphate Fertilizer Corporation vs. Commissioner of Internal Revenue G.R. No. 141973, June 28, 2005) 19. Following the premise above-mentioned, petitioner has the burden of proving that the right to such tax refund indubitably exists and well-founded doubt is fatal to the claim.' During Pre-Trial held on March 26, 2015, the parties entered into stipulation of facts, definition of issues, identification of witnesses and documentary exhibits. On April 29, 2015, the parties filed their Joint Stipulation of Facts, Documents, Issues, and Other Matters, which was approved by the Court in the Resolution dated May 7, 2015. During trial, petitioner presented its lone witness, Eileen P. Ratilla on June 23, 2015. On the other hand, respondent's counsel manifested during the said hearing that respondent will not be presenting documentary or testimonial evidence. Thus, petitioner filed its Formal Offer of Evidence on July 7, 2015; while respondent filed a Comment on July 16, 2015. In the Resolution dated August 18, 2015, the Court admitted Exhibits "P", "P-1", "P-1-a", "P-2", "P-3", "P-4", "P-5", "P-6", "P-8", "P-7", "P-7-a", "P-9", "P-9-a", "P-9-b", "P-9-c", "P-9-d", "P-10", "P-10-a", "P-11", "P-11-a", "P-11-b", "P-11-c", "P-11-d", "P-11-e", "P-11-f", "P-11-g", "P-12", "P-13", and "P-13-a". The case was submitted for decision on October 12, 2015, after the filing of respondent's Memorandum on September 30, 2015 and of petitioner's Memorandum on October 5, 2015." On September 30, 2016, the Court in Division rendered the assailed Decision partly granting petitioner's Petition for Review. Undeterred, petitioner filed a Motion for Reconsideration on October 19, 2016. Respondent likewise filed his Motion for Partial Reconsideration (Re: Decision dated 30 September 2016) on October 20, 2016. The Court in Division denied both Motions for lack of merit in the assailed Resolution. On March 30, 2017, petitioner filed the subject Petition for Review before the Court En Banc on the basis of the following grounds: 5 A. THE HONORABLE [COURT] FIRST DIVISION ERRED IN HOLDING THAT THE DECISION OF THE SUPREME COURT IN 'COMMISSIONER OF INTERNAL REVENUE VS. FILINVEST DEVELOPMENT CORPORATION,' G.R. NOS. 163653 AND 167689, JULY 19, 2011, AND REVENUE MEMORANDUM CIRCULAR NO. 48-2011 MAY BE USED AS BASIS IN THE IMPOSITION OF DOCUMENTARY STAMP TAX ON THE PETITIONER WITH RESPECT TO ADVANCES EXTENDED TO IT IN 2009. B. THE HONORABLE FIRST DIVISION ERRED IN HOLDING THAT DOCUMENTARY STAMP TAX MAY BE IMPOSED ON THE SUBJECT ADVANCES TO THE PETITIONER ON THE BASIS OF THE NOTE APPEARING IN ITS AUDITED FINANCIAL STATEMENTS. C. THE HONORABLE FIRST DIVISION ERRED IN HOLDING THAT THE DEFINITION OF 'SIMPLE LOAN' IN ARTICLE 1933 OF THE CIVIL CODE IS APPLICABLE IN THE INSTANT CASE. D. THE HONORABLE FIRST DIVISION ERRED IN HOLDING THAT PETITIONER WAS SUFFICIENTLY INFORMED OF THE FACTUAL BASIS OF THE DST ASSESSMENT, AS MANDATED BY SECTION 228 OF THE NIRC, WHICH REQUIRES THAT THE TAXPAYER MUST BE INFORMED OF THE FACTS 'ON WHICH THE ASSESSMENT IS MADE.' In a Resolution dated June 7, 2017, 6 the Court En Banc required respondent to file his Comment to the Petition for Review within ten (10) days from receipt thereof. Within the extended period granted by the Court, respondent filed his Comment (Re: Petition for Review Filed by Petitioner) on July 14, 2017. 7 In a Resolution dated August 10, 2017, 8 the Court En Banc required the parties to submit their respective memoranda within thirty (30) days from receipt thereof. Accordingly, petitioner filed its Memorandum on October 3, 2017 9 while, on the other hand, respondent filed his Memorandum on November 2, 2017. 10 With the submission of the parties' respective Memoranda, the Court En Banc submitted the case for decision in a Resolution dated January 8, 2018. 11 THE COURT EN BANC 'S RULING The Petition for Review lacks merit. Applicability of the Filinvest decision and Revenue Memorandum Circular (RMC) No. 48-2011 Petitioner, in arguing against the application of the doctrine of Commissioner of Internal Revenue v. Filinvest Development Corporation 12 in the present case, asserts that the Supreme Court in Filinvest did not interpret Section 180 [now Section 179] of the National Internal Revenue Code of 1997, as amended, (1997 NIRC) such as ascertaining the "contemporaneous legislative intent" behind Section 180. 13 The Supreme Court, according to petitioner, simply applied the said legal provision to the "instructional letters and journal and cash vouchers" involved in Filinvest by peremptorily declaring that the said "instructional letters and journal and cash vouchers" qualified as "loan agreements" nothing more, without any interpretation at all. 14 Petitioner's posture is more apparent than real. It is not true that the Supreme Court did not interpret Section 180 [now Section 179] of the 1997 NIRC in Filinvest and simply applied the said legal provision. Quite the contrary, the Supreme Court clearly engaged in the construction or interpretation of Section 180 [now Section 179] of the 1997 NIRC as it was only in Filinvest where the Supreme Court, for the first time, declared that intercompany advances as evidenced by instructional letters and journal and cash vouchers are subject to documentary stamp tax based on the said legal provision. Notably, the Supreme Court had carefully scrutinized the wording of the law and relevant regulations before it reached its conclusion regarding the taxability of intercompany advances as loan agreements subject to DST, albeit evidenced only by instructional letters and journal and cash vouchers. Petitioner also submits that the Court in Division erred in citing the case of Victorias Milling Co., Inc. v. Intermediate Appellate Court 15 as authority in the present case. Instead, according to petitioner, the case of Co v. Court of Appeals 16 should be applied. Petitioner also takes exception to the Court in Division's pronouncement that there is no previous doctrine that is overruled by the doctrine in the Filinvest . 17 Contrary to the Court in Division's ruling, petitioner maintains that prior to the promulgation of Filinvest , the rule was that inter-company advances covered by mere inter-office memos were not loan agreements subject to documentary stamp tax (DST) under the 1997 NIRC on which petitioner had allegedly relied. Petitioner added that such prior rule was embodied, among others, in the Court of Appeals decision entitled Commissioner of Internal Revenue v. APC Group, Inc. ; 18 decision of the CTA En Banc in Commissioner of Internal Revenue v. Belle Corporation ; 19 and BIR Ruling [DA (C-035) 127-08] dated August 8, 2008. Petitioner posits that the previous doctrine that was overruled need not be embodied in a Supreme Court decision, citing Co as an example where the alleged prior doctrine was contained in an opinion of the Minister of Justice. Given that there was an existing doctrine that was overruled by Filinvest , according to petitioner, the said case cannot thus be applied retroactively. 20 Petitioner also postulates that the Court of Appeals ruling in Commissioner of Internal Revenue v. APC Group, Inc. 21 regarding the non-taxability of memos and vouchers evidencing intercompany advances was effectively adopted by the Supreme Court in its Resolution dated May 17, 2004 in G.R. No. 62185 when it stated that the "petitioner [Commissioner of Internal Revenue] failed to show that a reversible error had been committed by the appellate court [Court of Appeals]." 22 The Court En Banc cannot subscribe to petitioner's view that the doctrine in Co should be applied in the present case. By the same token, the Court En Banc holds that the Court in Division correctly applied the rule that the Supreme Court's interpretation of a statute constitutes part of the law as of the date it was originally passed since it merely establishes the contemporaneous legislative intent that the interpreted law carried into effect. In Co , the Supreme Court reiterated the doctrine previously laid down in the case of People v. Jabinal , 23 which states that "when a doctrine of this [Supreme] Court is overruled and a different view is adopted, the new doctrine should be applied prospectively and should not apply to parties who had relied on the old doctrine and acted on the faith thereof." It is also true that in Co , the Supreme Court refused to give retroactive effect to the doctrine laid down in Que v. People 24 (promulgated 4 years after the commission of the alleged crime in Co ) to the prejudice of the petitioner who had relied on the contrary doctrine as contained in the official opinion of then Minister of Justice. Nonetheless, a more circumspect reading of Co showed that it is inapplicable in the present case because the prospectivity doctrine applied by the Supreme Court in that case, and which same doctrine was previously enunciated in Jabinal , was articulated within the context of criminal prosecution where the required quantum of evidence to sustain a judgment of conviction is proof beyond reasonable doubt, and with all doubts to be resolved in favor of the accused. In fact, the Supreme Court had invoked Article 22 of the Revised Penal Code 25 as one of the bases for its discussion of the prospectivity rule. In contrast, the present case merely involves the construction or interpretation of tax statute which is civil in nature 26 and as such, is not governed by criminal law principles. For a proper perspective, the relevant portions of Co are quoted below: "'Judicial decisions applying or interpreting the laws or the Constitution shall form a part of the legal system of the Philippines,' according to Article 8 of the Civil Code. 'Laws shall have no retroactive effect, unless the contrary is provided,' declares Article 4 of the same Code, a declaration that is echoed by Article 22 of the Revised Penal Code: 'Penal laws shall have, a retroactive effect insofar as they favor the person guilty of a felony, who is not a habitual criminal x x x.' xxx xxx xxx The principle of prospectivity has also been applied to judicial decisions which, 'although in themselves not laws, are nevertheless evidence of what the laws mean, x x x (this being) the reason why under Article 8 of the New Civil Code, 'Judicial decisions applying or interpreting the laws or the Constitution shall form a part of the legal system x x x.' So did this Court hold, for example, in People v. Jabinal , 55 SCRA 607, 611: 'It will be noted that when appellant was appointed Secret Agent by the Provincial Government in 1962, and Confidential Agent by the Provincial commander in 1964, the prevailing doctrine on the matter was that laid down by US in People v. Macarandang (1959) and People v. Lucero (1958). Our decision in People v. Mapa , reversing the aforesaid doctrine, came only in 1967. The sole question in this appeal is: should appellant be acquitted on the basis of Our rulings in Macarandang and Lucero , or should his conviction stand in view of the complete reverse of the Macarandang and Lucero doctrine in Mapa ? x x x Decisions of this Court, although in themselves not laws, are nevertheless evidence of what the laws mean, and this is the reason why under Article 8 of the New Civil Code, 'Judicial decisions applying or interpreting the laws or the Constitution shall form a part of the legal system x x x.' The interpretation upon a law by this Court constitutes, in a way, a part of the law as of the date that law was originally passed, since this Court's construction merely establishes the contemporaneous legislative intent that the law thus construed intends to effectuate. The settled rule supported by numerous authorities is a restatement of the legal maxim 'legis interpretatio legis vim obtinet' the interpretation placed upon the written law by a competent court has the force of law. The doctrine laid down in Lucero and Macarandang was part of the jurisprudence, hence, of the law, of the land, at the time appellant was found in possession of the firearm in question and where he was arraigned by the trial court. It is true that the doctrine was overruled in the Mapa case in 1967, but when a doctrine of this Court is overruled and a different view is adopted, the new doctrine should be applied prospectively, and should not apply to parties who had relied on, the old doctrine and acted on the faith thereof . This is especially true in the construction and application of criminal laws, where it is necessary that the punishment of an act be reasonably foreseen for the guidance of society .' So, too, did the Court rule in Spouses Gauvain and Bernardita Benzonan v. Court of Appeals, et al. (G.R. No. 97973) and Development Bank of the Philippines v. Court of Appeals, et al. (G.R. No. 97998), Jan. 27, 1992, 205 SCRA 515, 527-528 : 'We sustain the petitioners' position. It is undisputed that the subject lot was mortgaged to DBP on February 24, 1970. It was acquired by DBP as the highest bidder at a foreclosure sale on June 18, 1977, and then sold to the petitioners on September 29, 1979. At that time, the prevailing jurisprudence interpreting Section 119 of R.A. 141 as amended was that enunciated in Monge and Tupas cited above. The petitioners Benzonan and respondent Pe and the DBP are bound by these decisions for pursuant to Article 8 of the Civil Code 'judicial decisions applying or interpreting the laws or the Constitution shall form a part of the legal system of the Philippines.' But while our decisions form part of the law of the land, they are also subject to Article 4 of the Civil Code which provides that 'laws shall have no retroactive effect unless the contrary is provided.' This is expressed in the familiar legal maxim lex prospicit, non respicit , the law looks forward not backward. The rationale against retroactivity is easy to perceive. The retroactive application of a law usually divests rights that have already become vested or impairs the obligations of contract and hence, is unconstitutional ( Francisco vs. Certeza , 3 SCRA 565 [1061]). The same consideration underlies our rulings giving only prospective effect to decisions enunciating new doctrines. Thus, we emphasized in People v. Jabinal , 55 SCRA 607 [1974] 'x x x when a doctrine of this Court is overruled and a different view is adopted, the new doctrine should be applied prospectively and should not apply to parties who had relied on the old doctrine and acted on the faith thereof .' xxx xxx xxx It would seem then, that the weight of authority is decidedly in favor of the proposition that the Court's decision of September 21, 1987 in Que v. People , 154 SCRA 160 (1987) that a check issued merely to guarantee the performance of an obligation is nevertheless covered by B.P. Blg. 22 should not be given retrospective effect to the prejudice of the petitioner and other persons situated, who relied on the official opinion of the Minister of Justice that such a check did not fall within the scope of B.P. Blg. 22. Inveighing against this proposition, the Solicitor General invokes U.S. v. Go Chico , 14 Phil. 128, applying the familiar doctrine that in crimes mala prohibita , the intent or motive of the offender is inconsequential, the only relevant inquiry being, 'has the law been violated?' The facts in Go Chico are substantially different from those in the case at bar. In the former, there was no official issuance by the Secretary of Justice or other government officer construing the special law violated; and it was there observed, among others, that 'the defense x x x (of) an honest misconstruction of the law under legal advice' could not be appreciated as a valid defense. In the present case on the other hand, the defense is that reliance was placed, not on the opinion of a private lawyer but upon an official pronouncement of no less than the attorney of the Government, the Secretary of Justice, whose opinions, though not law, are entitled to great weight and on which reliance may be placed by private individuals is reflective of the correct interpretation of a constitutional or statutory provision; this, particularly in the case of penal statutes, by the very nature and scope of the authority that resides in as regards prosecutions for their violation . Senarillos vs. Hermosisima, supra , relied upon by the respondent Court of Appeals, is crucially different in that in said case, as in U.S. v. Go Chico, supra , no administrative interpretation antedated the contrary construction placed by the Court on the law invoked. This is after all a criminal action all doubts in which, pursuant to familiar, fundamental doctrine, must be resolved in favor of the accused . Everything considered, the Court sees no compelling reason why the doctrine of mala prohibita should override the principle of prospectivity, and its clear implications as herein above set out and discussed, negating criminal liability." (Emphasis and underscoring supplied, citations omitted) At any rate, the Court in Division correctly held in the Assailed Decision that there is no previous doctrine that is overruled by the doctrine pronounced by the Supreme Court in Filinvest . The decisions of the Court of Appeals and of this Court En Banc cited by petitioner cannot be deemed to have enunciated a prior doctrine (allegedly prevailing at the time when the subject advances were extended) that was overruled by that of Filinvest because only the decisions of the Supreme Court constitute binding precedents and form part of the Philippine legal system, pursuant to Article 8 of the Civil Code. 27 Judgments of lower courts and other collegiate courts bind only the parties to specific cases, unlike decisions of the Supreme Court which are universal in their scope and application as well as mandatory in character. 28 As aptly held by the Supreme Court in Commissioner of Internal Revenue v. San Roque Power Corporation , 29 to wit: "There is also the claim that there are numerous CTA decisions allegedly supporting the argument that the filing dates of the administrative and. judicial claims are inconsequential, as long as they are within the two-year prescriptive period. Suffice it to state that CTA decisions do not constitute precedents, and do not bind this Court or the public. That is why CTA decisions are appealable to this Court, which may affirm, reverse or modify the CTA decisions as the facts and the law may warrant. Only decisions of this Court constitute binding precedents, forming part of the Philippine legal system ." (Emphasis supplied) Needless to state, the foregoing pronouncement may also be applied, mutatis mutandis , to decisions of the Court of Appeals. Neither can petitioner take refuge under BIR Ruling [DA (C-035) 127-08] dated August 8, 2008. Such rulings are merely of persuasive character and cannot be considered as conclusive interpretation of the law. On this point, the ruling of the Supreme Court in Philippine Bank of Communications v. Commissioner of Internal Revenue 30 is instructive: "x x x It is widely accepted that the interpretation placed upon a statute by the executive officers, whose duty is to enforce it, is entitled to great respect by the courts. Nevertheless, such interpretation is not conclusive and will be ignored if judicially found to be erroneous. Thus, courts will not countenance administrative issuances that override, instead of remaining consistent and in harmony with, the law they seek to apply and implement ." (Emphasis supplied) Besides, petitioner could not invoke the above ruling considering that it is not the entity which sought the same. In San Roque , 31 the Supreme Court also explained that pursuant to Section 4 of the 1997 NIRC, the Commissioner of Internal Revenue (CIR) has the exclusive and original jurisdiction to interpret tax laws. As such, taxpayers acting in good faith should not be made to suffer for adhering to general interpretative rules of the CIR interpreting tax laws, should such interpretation later turn out to be erroneous and be reversed by the CIR himself or the Supreme Court. As held by the Supreme Court: "Section 4 of the Tax Code, a new provision introduced by RA 8424, expressly grants to the Commissioner the power to interpret tax laws, thus: Sec. 4. Power of the Commissioner to Interpret Tax Laws and to Decide Tax Cases . The power to interpret the provisions of this Code and other tax laws shall be under the exclusive and original jurisdiction of the Commissioner, subject to review by the Secretary of Finance. The power to decide disputed assessments, refunds of internal revenue taxes, fees or other charges, penalties imposed in relation thereto, or other matters arising under this Code or other laws or portions thereof administered by the Bureau of Internal Revenue is vested in the Commissioner, subject to the exclusive appellate jurisdiction of the Court of Tax Appeals. Since the Commissioner has exclusive and original jurisdiction to interpret tax laws , taxpayers acting in good faith should not be made to suffer for adhering to general interpretative rules of the Commissioner interpreting tax laws, should such interpretation later turn out to be erroneous and be reversed by the Commissioner or this Court. Indeed, Section 246 of the Tax Code expressly provides that a reversal of a BIR regulation or ruling cannot adversely prejudice a taxpayer who in good faith relied on the BIR regulation or ruling prior to its reversal. Section 246 provides as follows: Sec. 246. Non-Retroactivity of Rulings . Any revocation, modification or reversal of any of the rules and regulations promulgated in accordance with the preceding Sections or any of the rulings or circulars promulgated by the Commissioner shall not be given retroactive application if the revocation, modification or reversal will be prejudicial to the taxpayers , except in the following cases: (a) Where the taxpayer deliberately misstates or omits material facts from his return or any document required of him by the Bureau of Internal Revenue; (b) Where the facts subsequently gathered by the Bureau of Internal Revenue are materially different from the facts on which the ruling is based; or (c) Where the taxpayer acted in bad faith. (Emphasis supplied) Thus, a general interpretative rule issued by the Commissioner may be relied upon by taxpayers from the time the rule is issued up to its reversal by the Commissioner or this Court. Section 246 is not limited to a reversal only by the Commissioner because this Section expressly states, ' Any revocation, modification or reversal' without specifying who made the revocation, modification or reversal. Hence, a reversal by this Court is covered under Section 246. Taxpayers should not be prejudiced by an erroneous interpretation by the Commissioner, particularly on a difficult question of law. The abandonment of the Atlas doctrine by Mirant and Aichi is proof that the reckoning of the prescriptive periods for input VAT tax refund or credit is a difficult question of law. The abandonment of the Atlas doctrine did not result in Atlas , or other taxpayers similarly situated, being made to return the tax refund or credit they received or could have received under Atlas prior to its abandonment. This Court is applying Mirant and Aichi prospectively. Absent fraud, bad faith or misrepresentation, the reversal by this Court of a general interpretative rule issued by the Commissioner, like the reversal of a specific BIR ruling under Section 246, should also apply prospectively. As held by this Court in CIR v. Philippine Health Care Providers, Inc. : In ABS-CBN Broadcasting Corp. v. Court of Tax Appeals , this Court held that under Section 246 of the 1997 Tax Code, the Commissioner of Internal Revenue is precluded from adopting a position contrary to one previously taken where injustice would result to the taxpayer . Hence, where an assessment for deficiency withholding income taxes was made, three years after a new BIR Circular reversed a previous one upon which the taxpayer had relied upon, such an assessment was prejudicial to the taxpayer. To rule otherwise, opined the Court, would be contrary to the tenets of good faith, equity, and fair play. This Court has consistently reaffirmed its ruling in ABS-CBN Broadcasting Corp. in the later cases of Commissioner of Internal Revenue v. Borroughs, Ltd., Commissioner of Internal Revenue v. Mega Gen. Mdsg. Corp., Commissioner of Internal Revenue v. Telefunken Semiconductor (Phils.), Inc., and Commissioner of Internal Revenue v. Court of Appeals . The rule is that the BIR rulings have no retroactive effect where a grossly unfair deal would result to the prejudice of the taxpayer, as in this case . More recently, in Commissioner of Internal Revenue v. Benguet Corporation , wherein the taxpayer was entitled to tax refunds or credits based on the BIR's own issuances but later was suddenly saddled with deficiency taxes due to its subsequent ruling changing the category of the taxpayer's transactions for the purpose of paying its VAT, this Court ruled that applying such ruling retroactively would be prejudicial to the taxpayer. (Emphasis supplied) Thus, the only issue is whether BIR Ruling No. DA-489-03 is a general interpretative rule applicable to all taxpayers or a specific ruling applicable only to a particular taxpayer. BIR Ruling No. DA-489-03 is a general interpretative rule because it was a response to a query made, not by a particular taxpayer, but by a government agency tasked with processing tax refunds and credits, that is, the One Stop Shop Inter-Agency Tax Credit and Drawback Center of the Department of Finance . This government agency is also the addressee, or the entity responded to, in BIR Ruling No. DA-489-03. Thus, while this government agency mentions in its query to the Commissioner the administrative claim of Lazi Bay Resources Development, Inc., the agency was in fact asking the Commissioner what to do in cases like the tax claim of Lazi Bay Resources Development, Inc., where the taxpayer did not wait for the lapse of the 120-day period . Clearly, BIR Ruling No. DA-489-03 is a general interpretative rule. Thus, all taxpayers can rely on BIR Ruling No. DA-489-03 from the time of its issuance on 10 December 2003 up to its reversal by this Court in Aichi on 6 October 2010, where this Court held that the 120+30-day periods are mandatory and jurisdictional." (Underscoring supplied and citations omitted) As may be gleaned from the foregoing, the Supreme Court had ruled that taxpayers can validly rely on BIR Ruling No. DA-489-03 from the time of its issuance up to the time of its reversal given that the Supreme Court had found it to be a general interpretative rule covered by non-retroactivity rule under Section 246 of the 1997 NIRC. In the present case, however, BIR Ruling [DA (C-035) 127-08] dated August 8, 2008 cannot, in any way, be considered as a general interpretative rule. On its face, it was clear that the said ruling was issued as a response to the specific query made by a particular taxpayer on behalf of its client. Petitioner is likewise mistaken in claiming that the Supreme Court had effectively adopted the ruling of the Court of Appeals regarding the non-taxability of memos and vouchers evidencing intercompany advances. On this matter, the elucidation made by the Court in Division is on point: 32 "The reasoning of petitioner is specious. In The Insular Life Assurance Co., Ltd., Employees Association-NATU, et al. vs. The Insular Life Assurance Co., Ltd., et al. , the Supreme Court held: '. . . the decisions referred to in Article 8 of the Civil Code which reads: 'Judicial decisions applying or interpreting the laws of the Constitution shall form a part of the legal system of the Philippines,' are only those enunciated by this Court of last resort . We said in no uncertain terms in Miranda, et al. vs. Imperial, et al. (77 Phil. 1066) that ' [O]nly the decisions of this Honorable Court establish jurisprudence or doctrines in this jurisdiction .' x x x.' (Emphases and underscoring supplied) Thus, the CA decision in the APC Group case cannot be treated or equated as a doctrinal pronouncement. Neither can it be treated as a binding precedent, notwithstanding the fact that the said case was appealed to the Supreme Court via Petition for Review on Certiorari and that this Petition was denied for the failure of petitioner therein 'to show that a reversible error had been committed by the appellate court' via the Minute Resolution dated May 17, 2004. In Philippine Health Care Providers, Inc. vs. Commissioner of Internal Revenue , the Supreme Court held: 'It is true that, although contained in a minute resolution, our dismissal of the petition was a disposition of the merits of the case. When we dismissed the petition, we effectively affirmed the CA ruling being questioned. As a result, our ruling in that case has already become final. When a minute resolution denies or dismisses a petition for failure to comply with formal and substantive requirements, the challenged decision, together with its findings of fact and legal conclusions, are deemed sustained. But what is its effect on other cases? With respect to the same subject matter and the same issues concerning the same parties, it constitutes res judicata . However, if other parties or another subject matter (even with the same parties and issues) is involved, the minute resolution is not binding precedent . Thus, in CIR v. Baier-Nickel , the Court noted that a previous case, CIR v. Baier-Nickel involving the same parties and same issues , was previously disposed of by the Court thru a minute resolution dated February 17, 2003 sustaining the ruling of the CA. Nonetheless, the Court ruled that the previous case 'ha(d) no bearing' on the latter case because the two cases involved different subject matters as they were concerned with the taxable income of different taxable years. Besides, there are substantial, not simply formal, distinctions between a minute resolution and a decision. The constitutional requirement under the first paragraph of Section 14, Article VIII of the Constitution that the facts and the law on which the judgment is based must be expressed clearly and distinctly applies only to decisions, not to minute resolutions. A minute resolution is signed only by the clerk of court by authority of the justices, unlike a decision. It does not require the certification of the Chief Justice. Moreover, unlike decisions, minute resolutions are not published in the Philippine Reports. Finally, the proviso of Section 4(3) of Article VIII speaks of a decision. Indeed, as a rule, this Court lays down doctrines or principles of law which constitute binding precedent in a decision duly signed by the members of the Court and certified by the Chief Justice .'" (Italics and underscoring supplied) Viewed in the light of the foregoing considerations, the Court En Banc holds that petitioner cannot validly claim that it had relied in good faith on the abovementioned decisions and ruling. Petitioner also disagrees with the application of RMC No. 48-2011 to the present case. Petitioner advances the view that RMC No. 48-2011 clearly indicates that the BIR had adopted the Filinvest decision as the correct rule and proceeded to implement the same, considering that the said issuance enjoined all BIR employees engaged in the audit and review of cases to assess deficiency DST, if warranted, on these kinds of transactions, i.e. , those involving instructional letters and journal and cash vouchers, thus contradicting the Court in Division's view that RMC No. 48-2011 merely circularized the doctrine in Filinvest . 33 Accordingly, petitioner submits that RMO No. 48-2011 may not be used against it, citing Section 246 of the 1997 NIRC which provides for non-retroactivity of rulings which are prejudicial to the taxpayer as well as the principle of non-retroactivity of rulings enunciated under Co as its legal bases. 34 Petitioner's position is not well-taken. The Court En Banc agrees with the finding of the Court in Division that RMC No. 48-2011 merely circularized the doctrine in Filinvest . As lucidly stated by the Court in Division in the Assailed Resolution: "In the same vein, there is no merit in petitioner's contention that RMC No. 48-2011 did not merely circularize the decision in the Filinvest case, so as to exclude the same to the ruling in Philacor Credit Corporation vs. Commissioner of Internal Revenue , as cited in the assailed Decision. This is so because it is clearly apparent, upon a cursory reading of the said RMC, that it uses the term 'Circularization' in its subject matter and it merely quotes the 'relevant excerpts' from the Filinvest case. The fact that the said RMC No. 48-2011 enjoined all employees of the BIR engaged in the audit and review of cases 'to assess deficiency DST, if warranted, on these kinds of transactions' is not an indication that it has made a specific ruling and has overruled or reversed a prior one, because the assessment of deficiency DST, if warranted, will be merely a necessary consequence of what has been ruled in the same Filinvest case, as quoted therein." (Citations omitted) The Court En Banc finds the above statements by the Court in Division as sound, accurate, and sufficient in addressing the particular matter raised by petitioner. There is no need to add to, much less modify or reverse the same. Petitioner likewise postulates that Filinvest will not cover the advances subject of the present case because the facts of the said case and that of the present case are different. Petitioner avers that the subject documents in Filinvest were instructional letters and journal and cash vouchers while the present case involves Notes to Audited Financial Statement of petitioner. 35 Petitioner's argument is too strained for comfort. In the case of Santiago v. Subic Bay Metropolitan Authority , 36 the Supreme Court spelled out the doctrine of stare decisis as follows: "The doctrine of stare decisis embodies the legal maxim that a principle or rule of law which has been established by the decision of a court of controlling jurisdiction will be followed in other cases involving a similar situation . It is founded on the necessity for securing certainty and stability in the law and does not require identity of or privity of parties. This is unmistakable from the wordings of Article 8 of the Civil Code.It is even said that such decisions assume the same authority as the statute itself and, until authoritatively abandoned, necessarily become, to the extent that they are applicable , the criteria which must control the actuations not only of those called upon to decide thereby but also of those in duty bound to enforce obedience thereto. Abandonment thereof must be based only on strong and compelling reasons, otherwise, the becoming virtue of predictability which is expected from this Court would be immeasurably affected and the public's confidence in the stability of the solemn pronouncements diminished." (Emphasis supplied) On the other hand, in Philippine Carpet Manufacturing Corporation, et al. v. Tagyamon , 37 the Supreme Court expounded on the proper application of the said doctrine in this wise: Under the doctrine of stare decisis , when a court has laid down a principle of law as applicable to a certain state of facts, it will adhere to that principle and apply it to all future cases in which the facts are substantially the same, even though the parties may be different. Where the facts are essentially different, however, stare decisis does not apply , for a perfectly sound principle as applied to one set of facts might be entirely inappropriate when a factual variant is introduced. (Emphasis supplied) Guided by the foregoing jurisprudential precepts, the Court En Banc holds that the factual difference pointed out by petitioner cannot negate the applicability of Filinvest as a binding precedent in the present case, given that the key facts, issues, and the applicable law and regulations involved in both cases are substantially the same. Petitioner also posits that, assuming there is any conflict between the ruling in Victorias and Co , the latter decision should prevail having been promulgated later than the former. 38 Petitioner's position is misinformed. While it is true that Co is the later decision, the doctrine enunciated in Victorias was nonetheless reiterated numerous times in much later decisions, 39 the latest of which is in the November 2017 Supreme Court En Banc case of Philippine International Trading Corporation v. Commission on Audit . 40 Imposition of DST on Notes to Audited Financial Statements Petitioner also takes issue with the Court in Division's ruling that DST may be imposed on the subject advances to petitioner on the basis of the Note appearing in its Audited Financial Statements. 41 Petitioner maintains that two (2) basic requisites must exist before DST may be imposed, namely: (1) there must be a transaction or privilege which is exercised by persons; and (2) this transaction is evidenced through the execution of specific instruments. 42 It posits that a Note to Audited Financial Statement may not be categorized as document, much less as a debt instrument, as required by Section 179 of the 1997 NIRC as this is a mere additional information added to Financial Statements that help explain specific items in the statements as well as provide a more comprehensive assessment of a company's financial condition. 43 Petitioner's stance does not induce assent. The Court En Banc notes that the above contentions are mere reiterations of arguments which had already been sufficiently discussed and passed upon by the Court in Division in both the Assailed Decision and Resolution. Accordingly, the Court En Banc quotes with approval the pertinent disquisition by the Court in Division in the Assailed Decision, to wit: 44 "A DST is a tax on documents, instruments, loan agreements, and papers evidencing the acceptance, assignment, sale or transfer of an obligation, right or property incident thereto. The DST is actually an excise tax, because it is imposed on the transaction rather than on the document . As a corollary, there is no basis in the assertion that a DST is literally a tax on a document. Thus, even while the subject document was not shown or no debt instrument was identified by the BIR, DST may still be imposed, so long as the transactions are clearly established. Moreover, it is noteworthy that Section 6 of Revenue Regulations No. 9-94, which has the force of law, provides for the imposition of DST where even no formal agreements or promissory notes are executed, to wit: 'SECTION 6. Stamp Tax on All Loan Agreements . All loan agreements whether made or signed in the Philippines, or abroad when the obligation or right arises from Philippine sources or the property or object of the contract is located in the Philippines shall be subject to the documentary stamp tax of thirty centavos (P0.30) on each two hundred pesos, or fractional part thereof, of the face value of any such agreements, pursuant to Section 180 in relation to Section 173 of the Tax Code. In cases where no formal agreements or promissory notes have been executed to cover credit facilities , the documentary stamp tax shall be based on the amount of drawings or availment of the facilities, which may be evidenced by credit/debit memo, advice or drawings by any form of check or withdrawal slip, under Section 180 of the Tax Code.' (Emphasis supplied) In this case, while it may be true that respondent merely based the DST imposition on the information obtained from the Note to the audited financial statements of petitioner, the latter does not deny the existence of the subject transactions to which respondent imposed the DST; nor does petitioner deny that it is a party to the same transactions. In fact, petitioner impliedly admitted at the administrative level, through its witness, Mrs. Eileen P. Ratilla, the existence of the subject transactions in its Letter/Protest dated February 8, 2012, since it merely argued therein that the case of Commissioner of Internal Revenue vs. Filinvest Development Corporation cannot be given retroactive application; and that in invoking a 2011 issuance on a 2009 assessment against the taxpayer, the BIR contravened Section 246 of the NIRC that mandates the non-retroactivity of rulings if they are prejudicial to the taxpayer. Nothing more. This, despite the fact that said witness 'was already familiar with the nature of the transactions involved, with the assessments, and with the related documents involved in the administrative investigation by the BIR,' and has 'possession of the said documents.' Simply put, if petitioner was convinced that the said transactions never transpired, it would logically deny their existence; but it did not. Moreover, it is equally noteworthy that, in effect, petitioner itself declared or admitted the existence of the taxable transactions by declaring it in its financial statements. Thus, the inevitable conclusion is that the subject transactions really did happen. Correspondingly, since it was clearly shown that said transactions exist, We find no reason not to agree with respondent in the imposition of the DST thereon on the basis of petitioner's financial statements and the Notes thereto. Otherwise, it would be relatively easy for any taxpayer to circumvent the law on DST by simply hiding the corresponding and/or supporting document or documents. Furthermore, it is noted that while it is shown that the transactions exist, petitioner did not present the pertinent documents that brought about the reporting thereof in its financial statements and the Notes thereto. This presumption then comes to mind: ' That evidence wilfully suppressed would be adverse if produced .'" (Citations omitted) Applicability of the definition of "Simple Loan" under Article 1933 of the Civil Code in the present case Petitioner likewise argues that it is not Article 1933 of the Civil Code (which provides the definition of a "simple loan") but Section 179 of the 1997 NIRC (which specifically refers to "debt instruments") that finds application in the present case. 45 According to petitioner, the definition of debt instruments under Section 179 of the 1997 NIRC does not cover cash advances but pertains to commercial and banking transactions, as may be gleaned from the terms and phrases used in the said provision such as "issue price," "terms," "drawing interest significantly higher than the regular savings deposit," "specific maturity date," and "otherwise than sight or on demand." 46 Petitioner's argument does not hold water. It bears repeating that DST is an excise tax imposed on the exercise of a right or privilege to transfer obligations, rights or properties incident thereto. 47 It is not a tax on the document or instrument per se embodying or evidencing the transaction or the taxable exercise of right or privilege. That being said, the Court En Banc fully concurs with the explanation given by the Court in Division in the Assailed Resolution to the effect that "loan" and "loan agreements" are embraced in the term "debt instruments" under Section 179 of the 1997 NIRC, viz. : 48 "It is apparent that said argument proceeds from the mistaken notion of petitioner that a 'simple loan' is not included in the term 'debt instruments.' Section 179 of the NIRC of 1997, as amended by Republic Act No. 9243, suggests otherwise. It provides as follows: 'SEC. 179. Stamp Tax on All Debt Instruments . On every original issue of debt instruments , there shall be collected a documentary stamp tax on One peso (P1.00) on each Two hundred pesos (P200), or fractional part thereof, of the issue price of any such debt instrument: Provided , That for such debt instruments with terms of less than one (1) year, the documentary stamp tax to be collected shall be of a proportional amount in accordance with the ratio of its term in number of days to three hundred sixty-five (365) days: Provided, further , That only one documentary stamp tax shall be imposed on either loan agreement , or promissory notes issued to secure such loan . For purposes of this section, the term debt instrument shall mean instruments representing borrowing and lending transactions, but not limited to debentures, certificates of indebtedness, due bills, bonds, loan agreements , including those signed abroad wherein the object of contract is located or used in the Philippines, instruments and securities issued by the government or any of its instrumentalities, deposit substitute, debt instruments, certificates or other evidences of deposits that are either drawing interest significantly higher than the regular savings deposit taking into consideration the size of the deposit and the risks involved or drawing interest and having a specific maturity date, orders for payment of any sum of money otherwise than at sight or on demand, promissory notes, whether negotiable or non-negotiable, except bank notes issued for circulation.' (Emphases and underscoring supplied) Based on the foregoing, it is not hard to discern that a 'loan' or 'loan agreement' is considered as embraced in the term 'debt instruments.' Thus, a 'loan' or 'simple loan,' which is defined by Section 1933 of the Civil Code as a 'contract of loan, one of the parties delivers to another . . . money or other consumable thing, upon the condition that the same amount of the same kind and quality,' being a contract of loan or a loan agreement, falls under the purview of a 'debt instrument.'" (Citations omitted) Petitioner was sufficiently informed of the legal and factual basis of the DST assessment Finally, petitioner assails the Court in Division's holding in the Assailed Decision to the effect that petitioner was sufficiently informed of the factual basis of the DST assessment pursuant to Section 228 of the 1997 NIRC. 49 Particularly, petitioner asserts that while the Details of Discrepancy were attached to both the PAN and FAN, there was no mention therein of any documentary basis for the assessment. Petitioner claims that it was only in the Final Decision on Disputed Assessment (FDDA) that it was informed of the [factual] basis of the assessment. 50 Petitioner's argument is specious. Section 228 of the 1997 NIRC clearly states that the taxpayers shall be informed in writing of the law and the facts on which the assessment is made and that failure to do so makes the assessment void. The reason for the requirement that the taxpayer be informed in writing of the facts and law on which the assessment is made, according to the Supreme Court in Commissioner of Internal Revenue v. Liquigaz Philippines Corporation , 51 is due to the constitutional guarantee that no person shall be deprived on his property without due process of law. The requirement is also for the purpose of enabling the taxpayer to make an effective and reasonable protest or appeal of the assessment, if necessary. 52 Thus, in Commissioner of Internal Revenue v. United Salvage and Towage (Phils.), Inc. , 53 the Supreme Court declared as void the formal letter of demand and notice of assessment issued by the BIR for failure to comply with the above notice requirement. The Supreme Court states: "In the present case, a mere perusal of the FAN for the deficiency EWT for taxable year 1994 will show that other than a tabulation of the alleged deficiency taxes due, no further detail regarding the assessment was provided by petitioner. Only the resulting interest, surcharge and penalty were anchored with legal basis. Petitioner should have at least attached a detailed notice of discrepancy or stated an explanation why the amount of P48,461.76 is collectible against respondent and how the same was arrived at . Any short-cuts to the prescribed content of the assessment or the process thereof should not be countenanced x x x." In the present case, however, it is evident that the written notice requirement under Section 228 of the 1997 NIRC has been sufficiently complied with given that the Details of Discrepancy attached to the PAN and FAN clearly stated the factual and legal bases of the DST assessment. As correctly observed by the Court in Division: 54 "To be clear, the factual basis of the said assessment is that '(t)here were advances from San Miguel Corporation of P1,941,888.00 and from San Miguel Brewery, Inc. of P80,217,126.00 for a total of P82,159,014.00 not subjected to DST' ; while the legal basis therefor is 'Section 179 of the Tax Code, as amended, and as clarified under Revenue Memorandum Circular No. 48-2011.' The law does not require that the said factual and legal bases be stated in minute details. Especially so that petitioner was able to file a protest, containing eloquent arguments against the subject DST assessment, thereby showing that it has verily understood the bases therefor. Thus, the said statements of the factual and legal bases, as indicated in the PAN and FAN, will suffice." (Citations omitted) WHEREFORE , the present Petition for Review is DENIED for lack of merit. SO ORDERED. (SGD.) JUANITO C. CASTAEDA, JR. Associate Justice Lovell R. Bautista, Esperanza R. Fabon-Victorino, Cielito N. Mindaro-Grulla, Ma. Belen M. Ringpis-Liban and Catherine T. Manahan, JJ. , concur. Roman G. del Rosario, P.J. , see Dissenting Opinion. Erlinda P. Uy and Caesar A. Casanova, JJ. , are on leave. Separate Opinions DEL ROSARIO , P.J., dissenting opinion : With due respect, I maintain the position I have taken in the Court in Division's Resolution dated February 27, 2017. It is my humble view that petitioner is not entitled to the refund sought on the ground that the Final Decision on Disputed Assessment, assessing petitioner for deficiency Documentary Stamp Tax (DST) in the amount of P760,609.96, inclusive of surcharge, interest and compromise penalty, had long become final and executory . I accordingly reiterate my February 27, 2017 Opinion hereafter: "Records disclose the following: September 19, 2012 petitioner received the FDDA signed by then CIR Kim S. Jacinto-Henares; 1 September 24, 2012 petitioner paid the DST of Php760,609.96, inclusive of penalties, as indicated in the FDDA; June 30, 2014 petitioner filed its administrative claim for refund asserting that the DST and penalties had been erroneously and/or illegally collected by the Government." 2 Section 228 of the NIRC of 1997, as amended, provides for the remedy available to a taxpayer in questioning a final decision rendered by the CIR on a disputed assessment, viz. : ' SEC. 228. Protesting of Assessment. xxx xxx xxx Within a period to be prescribed by implementing rules and regulations, the taxpayer shall be required to respond to said notice. If the taxpayer fails to respond, the Commissioner or his duly authorized representative shall issue an assessment based on his findings. Such assessment may be protested administratively by filing a request for reconsideration or reinvestigation within thirty (30) days from receipt of the assessment in such form and manner as may be prescribed by implementing rules and regulations. Within sixty (60) days from filing of the protest, all relevant supporting documents shall have been submitted; otherwise, the assessment shall become final. If the protest is denied in whole or in part, or is not acted upon within one hundred eighty (180) days from submission of documents, the taxpayer adversely affected by the decision or inaction may appeal to the Court of Tax Appeals within thirty (30) days from receipt of the said decision , or from the lapse of one hundred eighty (180)-day period; otherwise, the decision shall become final, executory and demandable .' (Emphases supplied) Truth to tell, the remedy of appeal to the Court of Tax Appeals (CTA) was even indicated in the FDDA. The FDDA requested petitioner to immediately pay the deficiency DST, inclusive of penalties, upon its receipt thereof as it is already the final decision of the BIR. The FDDA likewise states that should petitioner disagree, it may appeal the decision to the CTA within thirty (30) days from its receipt; otherwise the deficiency tax assessment shall become final, executory and demandable . Since petitioner received the FDDA on September 19, 2012 , 3 petitioner had only until October 19, 2012 to file an appeal before the CTA to question the FDDA. Records reveal that no appeal to the CTA was filed by petitioner on or before October 19, 2012 to question the FDDA. The fact that petitioner paid the assessment under protest on September 24, 2012 was not sufficient to toll the running of the 30-day period within which to contest the validity of the FDDA before the CTA . Considering that petitioner did not exercise the remedy of appeal as provided in Section 228 of the NIRC of 1997, as amended, the FDDA became final, executory and demandable. Petitioner is thereby precluded from questioning the legality or validity of the assessment in the guise of claiming a refund of the DST and penalties it paid under protest. Simply put, petitioner's administrative claim for refund is not a valid substitute for the lost remedy of appeal to question the final decision of the CIR on the disputed assessment. Otherwise stated, the deficiency DST and penalties paid by petitioner, pursuant to a final and executory FDDA, were not in the nature of "illegal" or "erroneous" collection by respondent more so, considering that the correctness, validity or legality of the FDDA can only be contested in an appropriate appeal before the CTA. Conversely, the validity of the said deficiency DST and penalties pursuant to a final and executory FDDA may not be assailed nor be the subject of a claim for refund under Section 229 of the NIRC of 1997, as amended . In sum, the proper remedy for the petitioner was to appeal the FDDA before the CTA within the 30-day period and pray for the cancellation of the FDDA and the refund of the deficiency DST and penalties that it paid under protest. This remedy has long been recognized in this jurisdiction . In Treasurer-Assessor vs. University of the Philippines , 4 the Supreme Court held: 'x x x. When the law vested the Court of Tax Appeals with the power to declare an assessment illegal or unreasonable, in the exercise of its appellate jurisdiction, it follows that said court is also given the power to grant the relief arising from its finding that the appealed assessment is illegal or unreasonable . The law could not have intended that after the Court of Tax Appeals had decided that a tax assessment is invalid or unreasonable the aggrieved taxpayer would still have to go to another court to seek the refund of the realty taxes illegally collected from him on the basis of the assessment that was declared invalid or unreasonable. To hold the view that the Court of Tax Appeals, after declaring a tax assessment invalid, cannot order the refund of the taxes illegally collected under the invalid assessment but has to order the aggrieved taxpayer to go to the regular courts to seek a refund, would be to sanction multiplicity of suits . Certainly Congress, in enacting R.A. 1125, did not intend to promote multiplicity of suits.' (Boldfacing supplied) In Dr. Felisa L. Vda. San Agustin, in substitution of Jose Y. Feria, in his capacity as Executor of Jose San Agustin vs. Commissioner of Internal Revenue , 5 which involves an assessment case for deficiency estate tax, including surcharge, interest and penalties, the Supreme Court upheld the CTA's decision granting the taxpayer therein a refund of the assessed deficiency estate tax upon reversing the CIR's decision assessing and requiring full payment from the taxpayer. All told, I VOTE to: (i) DENY the present Petition for Review filed by petitioner Brewery Properties, Inc. for lack of merit; (ii) REVERSE and SET ASIDE the Court in Division's Decision dated September 30, 2016 and Resolution dated February 27, 2017 in CTA Case No. 8892; and (iii) DENY the Petition for Review filed by petitioner Brewery Properties, Inc. in CTA Case No. 8892. Footnotes 1. Court En Banc 's Docket, pp. 8-46. 2. Penned by Associate Justice Erlinda P. Uy, concurred in by Presiding Justice Roman G. Del Rosario and Associate Justice Cielito N. Mindaro-Grulla; Court En Banc 's Docket, pp. 49-68. 3. Penned by Associate Justice Erlinda P. Uy, concurred in by Associate Justice Cielito N. Mindaro-Grulla and with concurring and dissenting opinion by Presiding Justice Roman G. Del Rosario; Court En Banc 's Docket, pp. 71-92. 4. Court En Banc 's Docket, pp. 49-58. (Citations omitted). 5. Id. , pp. 22-23. 6. Id. , pp. 104-105. 7. Id. , pp. 111-115. 8. Id. , pp. 118-119. 9. Id. , pp. 127-174. 10. Id. , pp. 181-190. 11. Id. , pp. 196-197. 12. G.R. Nos. 163653 & 167689, July 19, 2011, 654 SCRA 56 ("Filinvest") . 13. Court En Banc 's Docket, p. 26. 14. p Id . 15. G.R. No. L-66880, August 2, 1991, 200 SCRA 1 ("Victorias") . 16. G.R. No. 100776, October 28, 1993, 227 SCRA 444 ("Co") . 17. Court En Banc 's Docket, p. 27. 18. CA-G.R. No. 69869, November 29, 2002. 19. CTA EB No. 147, October 13, 2006. 20. Court En Banc 's Docket, p. 29. 21. CA-G.R. No. 69869, November 29, 2002. 22. Court En Banc 's Docket, p. 28. 23. G.R. No. L-30061, February 27, 1974, 55 SCRA 607 ("Jabinal") . 24. G.R. Nos. L-75217-18, September 21, 1987, 154 SCRA 160. 25. Article 22 of the Revised Penal Code states: "Article 22. Retroactive effect of penal laws . Penal Laws shall have a retroactive effect insofar as they favor the persons guilty of a felony, who is not a habitual criminal, as this term is defined in Rule 5 of Article 62 of this Code, although at the time of the publication of such laws a final sentence has been pronounced and the convict is serving the same." 26. Commissioner of Internal Revenue v. Reyes , G.R. Nos. 159694 & 163581, January 27, 2006, 480 SCRA 382, 394. 27. Nippon Express (Philippine) Corporation v. Commissioner of Internal Revenue , G.R. No. 196907, March 13, 2013, 693 SCRA 456 citing Commissioner of Internal Revenue v. San Roque Power Corporation , G.R. No. 187485, February 12, 2013. 28. The Philippine Veteran Affairs Office v. Segundo , G.R. No. L-51570, August 15, 1988, 164 SCRA 365. 29. G.R. Nos. 187485, 196113 & 197156, February 12, 2013, 690 SCRA 336, 411 ("San Roque") . 30. G.R. No. 112024, January 28, 1999, 302 SCRA 241, 252. 31. Supra at Note 29. 32. Court En Banc 's Docket, pp. 78-80. 33. Court En Banc 's Docket, pp. 29-31. 34. Id . 35. Id. , p. 29. 36. G.R. No. 156888, November 20, 2006, 507 SCRA 283, 297. 37. G.R. No. 191475, December 11, 2013, 712 SCRA 489, 500. 38. Court En Banc 's Docket, p. 26. 39. Visayas Geothermal Power Company v. Commissioner of Internal Revenue , G.R. No. 197525, June 4, 2014, 725 SCRA 130; Accenture, Inc. v. Commissioner of Internal Revenue , G.R. No. 190102, July 11, 2012, 676 SCRA 325; Eagle Realty Corporation v. Republic , G.R. No. 151424, July 31, 2009, 594 SCRA 555; Castro v. Deloria , G.R. No. 163586, January 27, 2009, 577 SCRA 20; Roos Industrial Construction, Inc. v. National Labor Relations Commission , G.R. No. 172409, February 4, 2008, 543 SCRA 666; Pesca v. Pesca , G.R. No. 136921, April 17, 2001, 356 SCRA 588; Re: Resolution Granting Automatic Permanent Total Disability Benefits to Heirs of Justices and Judges Who Die in Actual Service , A.M. No. 02-12-01-SC, November 24, 2004, 443 SCRA 549; Columbia Pictures, Inc. v. Court of Appeals , G.R. No. 110318, August 28, 1996, 261 SCRA 144; Philippine Constitution Association v. Enriquez , G.R. Nos. 113105, 113174, 113766 & 113888, August 19, 1994, 235 SCRA 506. 40. G.R. No. 205837, November 21, 2017. 41. Court En Banc 's Docket, pp. 32-34. 42. Id . 43. Id . 44. Id. , pp. 63-65. 45. Id. , pp. 37-38. 46. Id . 47. Michel J. Lhuillier Pawnshop, Inc. v. Commissioner of Internal Revenue , G.R. No. 166786, May 3, 2006, 489 SCRA 147, 152-153. 48. Court En Banc 's Docket, pp. 84-85. 49. Id. , pp. 38-40. 50. Id . 51. G.R. Nos. 215534 & 215557, April 18, 2016, 790 SCRA 79. 52. Commissioner of Internal Revenue v. Fitness by Design, Inc. , G.R. No. 215957, November 9, 2016. 53. G.R. No. 197515, July 2, 2014, 729 SCRA 113. 54. Court En Banc 's Docket, p. 86. DEL ROSARIO, P.J., dissenting opinion: 1. Exhibit "P-8"; CTA Docket, p. 856. 2. Exhibit "P-11"; CTA Docket, pp. 871-879. 3. Exhibit "P-11"; CTA Docket, pp. 871-879, 872. 4. G.R. No. L-20550 April 30, 1971. 5. G.R. No. 138485, September 10, 2001.