G.R. No. 210314 Concurring Opinion

G.R. No. 210314, October 12, 2021,
♦ Decision, Hernando, [J]
♦ Concurring Opinion, Perlas-Bernabe, [J]
♦ Separate Opinion, Leonen, [J]
♦ Concurring Opinion, Caguioa, [J]
♦ Concurring Opinion, Lazaro-Javier, [J]
♦ Separate Concurring Opinion, Zalameda, [J]

BANGKO SENTRAL NG PILIPINAS, PETITIONER, VS. THE COMMISSION ON AUDIT, RESPONDENT.

On July 27, 2006, the Commission on Audit (COA) issued Opinion No. 2006-0317 holding that the basis for the dividend declaration of the Bangko Sentral ng Pilipinas (BSP) should be its net earnings undiminished by any reserves for whatever purpose, citing Section 2 (d) of Republic Act No. 7656 (RA 7656), entitled An Act Requiring Government-Owned Or -Controlled Corporations To Declare Dividends Under Certain Conditions To The National Government, And For Other Purposes:

SECTION. 2. Definition of Terms. - As used in this Act, the term: x x x x (d) "Net earnings" shall mean income derived from whatever source, whether exempt or subject to tax, net of deductions allowed under Section 29 of the National Internal Revenue Code, as amended, and income tax and other taxes paid thereon, but in no case shall any reserve for whatever purpose be allowed as a deduction from net earnings.

SECTION. 3. Dividends. - All government-owned or -controlled corporations shall declare and remit at least fifty percent (50%) of their annual net earnings as cash, stock or property dividends to the National Government. This section shall also apply to those government-owned or -controlled corporations whose profit distribution is provided by their respective charters or by special law, but shall exclude those enumerated in Section 4 hereof: Provided, That such dividends accruing to the National Government shall be received by the National Treasury and recorded as income of the General Fund.

According to the COA, Section 2 (d) of RA 7656 impliedly repealed Section 43 of RA 7653, otherwise known as the New Central Bank Act:

SECTION 43. Computation of Profits and Losses. - Within the first thirty (30) days following the end of each year, the Bangko Sentral shall determine its net profits or losses. In the calculation of net profits, the Bangko Sentral shall make adequate allowance or establish adequate reserves for bad and doubtful accounts.

Subsequently, COA issued an Audit Observation Memorandum (AOM) stating that BSP incurred an understatement of P2.101B in dividends paid to the National Government (NG) for the period of 2003 to 2005 due to the deduction from its net income of reserves for property insurance and rehabilitation of the Security Plant Complex.

On January 3, 2007, BSP disputed the AOM on the ground that RA 7656, a general law, cannot repeal impliedly RA 7653, a special law.

In its July 3, 2007 Memorandum, COA maintained that Section 2(d) of RA 7656 impliedly repealed Section 43 of RA 7653. Although RA 7653 is the special law applicable to the BSP, the alleged applicable law for the computation of net earnings to be remitted to the government is Section 2(d) of RA 7656. COA cited the principle that a specific provision of a general statute prevails and repeals a general provision of a special law. Thereafter, COA issued another AOM, which revised the total underpayment of dividends to the government to P7.147B.

In two (2) separate letters, BSP disputed COA's interpretation. The COA treated the letters as an appeal.

In its Decision No. 2010-04221 dated March 23, 2010, COA reiterated its earlier ruling that Section 2(d) of RA 7656 impliedly repealed Section 43 of RA 7653. Citing Bagatsing v. Ramirez, the COA ruled that while a special law generally prevails over a general law, in case of conflict between a general provision of a special law and a particular provision of a general law, the latter prevails.

Meantime, an agreement was reached between BSP and Department of Finance (DOF), as witnessed and confirmed by Department of Budget and Management (DBM) and the Senate, that BSP would be remitting net profits for the years 2003 to 2006 in an amount computed differently from the formula preferred by COA, that is, the one found in Section 2(d) of RA 7656.

BSP's motion for reconsideration of Decision No. 2010-04221 dated March 23, 2010 was denied in COA's Resolution No. 2011-007 dated January 25, 2011.

However, in the same COA Resolution, COA did not object to the agreement between BSP and DOF that BSP would be remitting only P9.312B as its net profits for the year 2003 to 2006, thus:

WHEREFORE, in view of the foregoing considerations, this Commission hereby AFFIRMS Decision No. 2010-042 dated March 23, 2010. Accordingly, no reserve for whatever purpose shall be allowed to be deducted from BSP's net earnings/income in the computation of dividends to be remitted to the NG. However, for the years 2003 to 2006, this commission interposes no objection to the agreement between the BSP and the DOF, in the presence of the DBM Secretary and the Senate Chairman of the Committee on Finance, that the BSP shall remit the NG dividends in the amount of only P9.312 billion, subject to the submission of the duly signed Agreement of the parties concerned to form part of the record of the herein case.

On January 27, 2011, BSP, COA and the DOF formally executed a Memorandum of Agreement to settle the dividends for the period of 2003 to 2006.

On July 15, 2011, COA informed BSP that its Resolution No. 2011-007 already attained finality because the BSP did not seek its judicial review. Hence, from 2007 onward, COA stressed its position that "no reserve for whatever purpose shall be allowed to be deducted from BSP's net earnings/income in the computation of dividends to be remitted to the [government]."

By Decision No. 2012-1542 dated September 7, 2012, COA upheld with finality its Resolution No. 2011-007 and disallowed any reserve to be deducted from the BSP's net earnings.

In COA Resolution No. 2013-214 dated December 3, 2013 BSP's motion for reconsideration was denied.

Significantly, as this suit was being heard, Section 43 of RA 7653 was amended on February 14, 2019 by RA 11211. Thus, notwithstanding any provision of law to the contrary, the reserves were expanded and the computation of BSP's net profits was allowed specific deduction:

"SEC. 43. Computation of Profits and Losses. - Within the first sixty (60) days following the end of each year, the Bangko Sentral shall determine its net profits or losses. Notwithstanding any provision of law to the contrary, the net profit of the Bangko Sentral shall be determined after allowing for expenses of operation, adequate allowances and provisions for bad and doubtful debts, depreciation in assets, and such allowances and provisions for contingencies or other purposes as the Monetary Board may determine in accordance with prudent financial management and effective central banking operations."

(1) the MOA, where BSP's dividend computation was adopted, had superseded Decision No. 2010-042 and Resolution No. 2011-007;

(3) COA failed to consider BSP's independence as the central monetary authority, and its primary authority to interpret its own charter, with implied power to provide for allowances, reserves and restricted retained earnings;

(4) Section 2(d) of RA 7656 did not impliedly repeal Sections 43 and 44 of RA 7653;

(5) COA's manner of computing dividends is inconsistent and vague since its ruling that BSP may deduct reserves for bad or doubtful accounts after remittance of dividends to the government contradicted its ruling on implied repeal; and

(6) RA 7656 does not apply during the 25-year transitory period under Section 132(b) of RA 7653.

(1) its Decision No. 2010-042 and Resolution No. 2011-007 have attained finality and, thus, could no longer be assailed through a petition for certiorari;

(2) the MOA did not supersede its Decision No. 2010-042 and Resolution No. 2011-007 since it only settled the computation of dividends for the period 2003 to 2006;

(3) in case of conflict between a general provision of a special law and a particular provision of a general law, the latter should prevail;

(4) BSP does not have the implied power to maintain as much reserve as may be necessary since it is prohibited by Section 2(d) of RA 7656; and

(5) the manner by which it computed dividends is clear, categorical, and consistent with its above-stated position.

(1) COA's computation of dividends was merely an advisory opinion and cannot be applied as controlling doctrine for succeeding years;

(2) Decision No. 2010-042 cannot be a precedent for future dividends without violating the undertaking of the parties in the MOA to diligently work towards a mutually acceptable and legal arrangement for the subsequent dividend payments and the account settlement.

Notably, as this petition is being heard, Section 43 of RA 7653 was amended on February 14, 2019 by RA 11211. Thus, the reserves were expanded and the computation of BSP's net profits "shall be determined after allowing for expenses of operation, adequate allowances and provisions for bad and doubtful debts, depreciation in assets and such allowances for contingencies or other purposes as the Monetary Board may determine in accordance with prudent financial management and effective central banking operations."

i. COA has the authority to resolve questions of law in connection with the exercise of its powers and the discharge of its functions under the Constitution and the law.

COA is special because its core powers are specified in the Constitution itself:

SECTION 2. (1) The Commission on Audit shall have the power, authority, and duty to examine, audit, and settle all accounts pertaining to the revenue and receipts of, and expenditures or uses of funds and property, owned or held in trust by, or pertaining to, the Government, or any of its subdivisions, agencies, or instrumentalities, including government-owned or controlled corporations with original charters, and on a post-audit basis: (a) constitutional bodies, commissions and offices that have been granted fiscal autonomy under this Constitution; (b) autonomous state colleges and universities; (c) other government-owned or controlled corporations and their subsidiaries; and (d) such non-governmental entities receiving subsidy or equity, directly or indirectly, from or through the Government, which are required by law or the granting institution to submit to such audit as a condition of subsidy or equity. However, where the internal control system of the audited agencies is inadequate, the Commission may adopt such measures, including temporary or special pre-audit, as are necessary and appropriate to correct the deficiencies. It shall keep the general accounts of the Government and, for such period as may be provided by law, preserve the vouchers and other supporting papers pertaining thereto.

(2) The Commission shall have exclusive authority, subject to the limitations in this Article, to define the scope of its audit and examination, establish the techniques and methods required therefor, and promulgate accounting and auditing rules and regulations, including those for the prevention and disallowance of irregular, unnecessary, excessive, extravagant, or unconscionable expenditures, or uses of government funds and properties.

SECTION 3. No law shall be passed exempting any entity of the Government or its subsidiary in any guise whatever, or any investment of public funds, from the jurisdiction of the Commission on Audit.

The Administrative Code of 1987 deals with the powers of COA in more detail. Although it is not an exhaustive statement of the powers of COA, the references therein are enough to prove that COA has the implied power to resolve questions of law in connection with the exercise of its powers and the discharge of its functions.

Hacienda Luisita Inc. v. Presidential Agrarian Reform Council,1 quoting Chavez v. National Housing Authority,2 explained that administrative agencies like COA has both express and implied powers:

Basic in administrative law is the doctrine that a government agency or office has express and implied powers based on its charter and other pertinent statutes. Express powers are those powers granted, allocated, and delegated to a government agency or office by express provisions of law. On the other hand, implied powers are those that can be inferred or are implicit in the wordings of the law or conferred by necessary or fair implication in the enabling act. In Angara v. Electoral Commission, the Court clarified and stressed that when a general grant of power is conferred or duty enjoined, every particular power necessary for the exercise of the one or the performance of the other is also conferred by necessary implication. It was also explicated that when the statute does not specify the particular method to be followed or used by a government agency in the exercise of the power vested in it by law, said agency has the authority to adopt any reasonable method to carry out its functions. (emphases added)

There is no doubt that in the exercise of COA's general jurisdiction "to examine, audit, and settle all accounts pertaining to the revenue and receipts of, and expenditures or uses of funds and property, owned or held in trust by, or pertaining to, the Government, or any of its subdivisions, agencies, or instrumentalities, including government-owned or controlled corporations...." COA will have to pass upon questions of law that the affected parties may raise. Because if COA has no such implied power, COA would have no way of exercising its powers, much less, accomplishing its mandate and objectives.

As explained by the erudite Justice Enrique Fernando in his Concurring Opinion in Samar Mining Co., Inc. v. Workman's Compensation Commission:3

Implicit in the ably written opinion of Justice Teehankee, which I join, is the recognition of the power of the Workmen's Compensation Commission, an administrative tribunal, to pass upon and decide questions ordinarily falling within the competence of and cognizable by the judiciary, namely "as to who of the two claimants is the legal wife of the decedent and as such a dependent entitled under Section 9 of the act to the compensation ..." Thus once again is made evident a sympathetic response to the question of the permissible scope of the authority that may be lawfully entrusted to administrative agencies. That is as it should be. No bar should be interposed to the conferment of the needed authority to the governmental agency which can best discharge the function entrusted to it, even at the risk of defying the canons a rigid, formalistic approach to the postulate of separation of powers would impose. It does not admit of doubt that if the determination as to who is the widow of the deceased according to law in case conflicting claims are raised cannot be passed upon by the Commission but must be left to the courts in a separate action, then the result would be further delay and frustration of an objective of a legislation which in accordance with the social justice principle and protection to labor provisions of the Constitution require speedy implementation. This latest manifestation of according wide discretion to administrative tribunals marks to my mind the attainment of further progress in the effort of government through such instrumentalities to cope with the increased responsibilities thrust on it if social and economic rights, or liberty in an affirmative sense, would be vitalized.... (emphases added)

There is an important caveat, however, to the power of COA to resolve questions of law. The caveat is that its resolutions thereon do not form part of the legal system of the Philippines in the sense of stare decisis that is binding upon anyone on the same or similar legal question.

These COA resolutions are binding upon the parties only as to the matter or case before it that are not brought on judicial review. They cease to be binding upon the same or other parties in other cases, and especially upon non-parties or the public, even where the same interpretation is invoked by COA, where the affected parties seek judicial review to challenge COA's interpretation. There is no rule of precedent governing decisions of administrative agencies especially on questions of law in the sense that they are precluded from being subjected to judicial review. Thus:

Apropos of the power of judicial review, while decisions of voluntary arbitrators are given the highest respect and accorded a certain measure of finality, this does not preclude the exercise of judicial review over such decisions. A voluntary arbitrator, by the nature of his functions, acts in a quasi-judicial capacity. There is no reason why his decisions involving interpretations of law should be beyond the Supreme Court's review. Administrative officials are presumed to act in accordance with law and yet the Court does not hesitate to pass upon their work where a question of law is involved or where there is a showing of abuse of authority or discretion in their official acts.4

Generally, judicial review of a COA decision is through Rule 64, Rules of Court. Admittedly, there is a 30-day time limit to file the petition. Beyond this period, the decision becomes final and executory.

a. Public welfare, advancement of public policy and broader interest of justice

However, judicial review is still available even when the decision has become final and executory if these circumstances are present: (a) when public welfare and the advancement of public policy dictates; (b) when the broader interest of justice so requires; (c) when the writs issued are null and void; or (d) when the questioned order amounts to an oppressive exercise of judicial authority.5

Public welfare and the advancement of public policy and broader interest of justice dictate that the assailed COA issuances be not considered final and executory and the issues raised by BSP be resolved on the merits.

For one, resolving the issues on the merits will uphold legislative intention that Section 2(d) in relation to Section 3 of RA 7656 did NOT mean to impliedly repeal Section 43 of RA 7653. It also gives this Court the opportunity to stress the doctrine that implied repeals are neither presumed nor favoured but is inferred only in the clearest of cases.

For another, it allows the Court to memorialize the reasons for the enactment of Section 43, RA 7653 and its re-enactment under RA 11211, which is to protect the fiscal stability of BSP as, our central monetary authority.

Although this matter is now settled by legislative clarification of the legislative intent through RA 11211 that Section 2 (d) in relation to Section 3 of RA 7656 did NOT mean to impliedly repeal Section 43 of RA 7653, there is that period of time that BSP was barred from making reserves from year 2007 to year 2019.

If no review is allowed in this case, we will not be able to correct this erroneous and egregious impact upon BSP's fiscal position for 12 long years. We may also be setting a precedent that loosely defines and applies implied repeals to BSP's powers that ultimately would threaten and possibly prejudice BSP's future viability as a central monetary authority.

It is also clear that BSP was not negligent in seeking a review of COA's position and neither will COA be unduly prejudiced by allowing the present review. Besides, this review is definitely not frivolous or dilatory since there is prima facie merit to BSP's claim.

To recall, BSP, COA and DOF entered into a Memorandum of Agreement that set aside the formula for determining BSP's net profits that the implied repeal argument had been supporting. In all likelihood, BSP was lulled into believing that COA would settle the legal debate between them as regards years beyond 2006 following the spirit of cooperation necessarily implicit in the perfection of the Agreement. Otherwise, BSP would have taken immediate action to question what is COA's legally untenable position of implied repeal. This conclusion is reinforced by the fact that even DBM and the Senate witnessed and confirmed this Agreement.

c. Agreement as a supervening event that vacated the earlier COA Decision and Resolution

As well, this Agreement constituted a supervening event that overtook and superseded COA's Opinion, AOMs, Decision and Resolution for the years 2003-2006. While COA's Resolution No. 2011-007 dated January 25, 2011 insisted on its implied repeal argument, this was not the formula it agreed to with BSP and DOF and witnessed and confirmed by DBM and the Senate. This Agreement vacated COA's prior issuances that centered on its implied repeal argument. This argument arose again in COA's Decision No. 2012-1542 dated September 7, 2012 and Resolution No. 2013-214 dated December 3, 2013.

The period to challenge COA's implied repeal theory commenced again from BSP's receipt of these subsequent COA issuances.

The Court is not precluded from reviewing erroneous legal conclusions of administrative agencies. Their decisions on questions of law are binding on parties only on a case-by-case basis and only in those cases that have not been brought on judicial review. While stare decisis in administrative decisions brings consistency and stability to the reasoning in these decisions inter se, stare decisis cannot control, much less preclude judicial review of similar reasoning in different matters or cases. In the latter instance, the courts may set aside or reverse this reasoning and the ruling arising from this reasoning.

To repeat, this Court is not precluded from reviewing Decision No. 2012-1542 dated September 7, 2012 and Resolution No. 2013-214 dated December 3, 2013 and their implied repeal argument because BSP's petition to review them was filed timely.

d. COA's assailed issuances apply ONLY to BSP reserves for the years 2003 to 2006 but not to reserves for later years.

Lastly, assuming that none of the exceptions is relevant, we cannot reckon the time for seeking judicial review from Decision No. 2010-04221 dated March 23, 2010 and Resolution No. 2011-007 dated January 25, 2011. This is because by virtue of the Agreement, these COA decisions were applicable only to BSP reserves occurring prior to 2007, while Decision No. 2012-1542 dated September 7, 2012 and Resolution No. 2013-214 dated December 3, 2013 were the issuances meant to cover matters arising in year 2007 to year 2019.

But for the Agreement, BSP would have otherwise been bound to follow Decision No. 2010-04221 dated March 23, 2010 and Resolution No. 2011-007 dated January 25, 2011. However, as regards the reserves for later years, BSP was not bound to be silent and merely to accept COA Decision No. 2012-1542 dated September 7, 2012 and Resolution No. 2013-214 dated December 3, 2013. Within the period for seeking judicial review, BSP availed of its remedy against these COA decisions, and thus, this Court has jurisdiction to review the merits of the respective claims of BSP and COA.

Section 3 of RA 76566 commands all government-owned or controlled corporations (GOCCs) to declare and remit at least fifty percent (50%) of their annual net earnings to the National Government. Meanwhile, Section 2(b) of the same law defines a GOCC, thus:

(b) "Government-owned or controlled corporations" refers to corporations organized as a stock or non-stock corporation vested with functions relating to public needs, whether governmental or proprietary in nature, and owned by the Government directly or through its instrumentalities either wholly or, where applicable as in the case of stock corporations, to the extent of at least fifty one percent (51%) of its capital stock. This term shall also include financial institutions, owned or controlled by the National Government, but shall exclude acquired asset corporations, as defined in the next paragraphs, state universities, and colleges. (emphasis added)

Section 1. Declaration of Policy. - The State shall maintain a central monetary authority that shall function and operate as an independent and accountable body corporate in the discharge of its mandated responsibilities concerning money, banking and credit. In line with this policy, and considering its unique functions and responsibilities, the central monetary authority established under this Act, while being a government-owned corporation, shall enjoy fiscal and administrative autonomy. (emphasis added)

The statement in Section 1 of RA 7653 that the BSP is a GOCC should not be taken at face value. For we have clear legal standards on what constitutes a GOCC and as it was, the BSP failed to satisfy them.

Under Section 2(b) of RA 7656 itself, one of the indispensable characteristics of a GOCC is that it is organized as a stock or non-stock corporation. This definition is in accordance with Section 2(13) of the Introductory Provisions of the Administrative Code of 1987, viz.:

(13) Government-owned or controlled corporation refers to any agency organized as a stock or non-stock corporation, vested with functions relating to public needs whether governmental or proprietary in nature, and owned by the Government directly or through its instrumentalities either wholly, or, where applicable as in the case of stock corporations, to the extent of at least fifty-one (51) percent of its capital stock. (emphasis added)

As defined, a stock corporation is a corporation that has capital stock divided into shares and is authorized to distribute dividends to its stockholders. As for non-stock corporations, they must have members and must not distribute any part of their income to said members.7

BSP does not fall under either classification. It has a P50,000,000,000.00 capital8 but it does not have capital stock. Nor does it have authority to distribute dividends. Hence, it is not a stock corporation.

BSP is not a non-stock corporation either. It does not have members to whom it may distribute its income. Too, it was not formed or organized for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, or similar purposes non-stock corporations typically have.9

It is clear, therefore, that BSP does not meet the indispensable criteria to be considered a GOCC under both the Administrative Code and RA 7656 - that it was organized as a stock or non-stock corporation.

Similarly, the Court held in Manila International Airport Authority v. Court of Appeals10 (MIAA) that MIAA could not be considered a GOCC on ground that it was neither a stock nor non-stock corporation, thus:

Section 3 of the Corporation Code defines a stock corporation as one whose "capital stock is divided into shares and x x x authorized to distribute to the holders of such shares dividends x x x." MIAA has capital but it is not divided into shares of stock. MIAA has no stockholders or voting shares. Hence, MIAA is not a stock corporation.

MIAA is also not a non-stock corporation, because it has no members. Section 87 of the Corporation Code defines a non-stock corporation as "one where no part of its income is distributable as dividends to its members, trustees or officers." A non-stock corporation must have members. Even if we assume that the Government is considered as the sole member of MIAA, this will not make MIAA a non-stock corporation. Nonstock corporations cannot distribute any part of their income to their members. Section 11 of the MIAA Charter mandates MIAA to remit 20% of its annual gross operating income to the National Treasury. This prevents MIAA from qualifying as a non-stock corporation.

Section 88 of the Corporation Code provides that non-stock corporations are "organized for charitable, religious, educational, professional, cultural, recreational, fraternal, literary, scientific, social, civil service, or similar purposes, like trade, industry, agriculture and like chambers." MIAA is not organized for any of these purposes. MIAA, a public utility, is organized to operate an international and domestic airport for public use.

Since MIAA is neither a stock nor a non-stock corporation, MIAA does not qualify as a government-owned or controlled corporation. What then is the legal status of MIAA within the National Government?

MIAA is a government instrumentality vested with corporate powers to perform efficiently its governmental functions. MIAA is like any other government instrumentality, the only difference is that MIAA is vested with corporate powers. Section 2(10) of the Introductory Provisions of the Administrative Code defines a government "instrumentality" as follows:

(10) Instrumentality refers to any agency of the National Government, not integrated within the department framework, vested with special functions or jurisdiction by law, endowed with some if not all corporate powers, administering special funds, and enjoying operational autonomy, usually through a charter. x x x (Emphasis supplied)

When the law vests in a government instrumentality corporate powers, the instrumentality does not become a corporation. Unless the government instrumentality is organized as a stock or non-stock corporation, it remains a government instrumentality exercising not only governmental but also corporate powers. Thus, MIAA exercises the governmental powers of eminent domain, police authority and the levying of fees and charges. At the same time, MIAA exercises "all the powers of a corporation under the Corporation Law, insofar as these powers are not inconsistent with the provisions of this Executive Order."

Likewise, when the law makes a government instrumentality operationally autonomous, the instrumentality remains part of the National Government machinery although not integrated with the department framework. The MIAA Charter expressly states that transforming MIAA into a "separate and autonomous body" will make its operation more "financially viable." (emphases added)

Verily, the MIAA is a government instrumentality. It is a public utility organized to operate an international and domestic airport for public use. It exercises the power of eminent domain as well as police power. Though it has operational autonomy, it remains part of the National Government machinery. The main difference with the typical government instrumentality, however, is that MIAA is endowed with corporate powers.

The circumstances and status of BSP are not different from MIAA. The primary objective of the BSP is to maintain price stability conducive to a balanced and sustainable growth of the economy, as well as to promote and maintain monetary stability and the convertibility of the peso.11 It exercises regulatory powers over banks, finance companies, and non-bank financial institutions performing quasi-banking functions.12 Though it enjoys administrative and fiscal autonomy,13 the BSP also remains part of the National Government machinery. Finally, Section 5 of RA 7653 enumerates the BSP's corporate powers, thus:

Section 5. Corporate Powers. - The Bangko Sentral is hereby authorized to adopt, alter, and use a corporate seal which shall be judicially noticed; to enter into contracts; to lease or own real and personal property, and to sell or otherwise dispose of the same; to sue and be sued; and otherwise to do and perform any and all things that may be necessary or proper to carry out the purposes of this Act.

The Bangko Sentral may acquire and hold such assets and incur such liabilities in connection with its operations authorized by the provisions of this Act, or as are essential to the proper conduct of such operations.

The Bangko Sentral may compromise, condone or release, in whole or in part, any claim of or settled liability to the Bangko Sentral, regardless of the amount involved, under such terms and conditions as may be prescribed by the Monetary Board to protect the interests of the Bangko Sentral.

Just like the MIAA, therefore, the Court should not consider BSP as a GOCC within the definition of RA 7656. The Court even said so in MIAA, thus:

Many government instrumentalities are vested with corporate powers but they do not become stock or non-stock corporations, which is a necessary condition before an agency or instrumentality is deemed a government-owned or controlled corporation. Examples are the Mactan International Airport Authority, the Philippine Ports Authority, the University of the Philippines and Bangko Sentral ng Pilipinas. All these government instrumentalities exercise corporate powers but they are not organized as stock or non-stock corporations as required by Section 2(13) of the Introductory Provisions of the Administrative Code. These government instrumentalities are sometimes loosely called government corporate entities. However, they are not government-owned or controlled corporations in the strict sense as understood under the Administrative Code, which is the governing law defining the legal relationship and status of government entities. (emphases and underscoring added)

The impact of our ruling in MIAA vis-a-vis RA 7656 was not lost on Justice Tinga who dissented from the majority, viz.:

In fact, the ruinous effects of the majority's hypothesis on the nature of GOCCs can be illustrated by Republic Act No. 7656. Following the majority's definition of a GOCC and in accordance with Republic Act No. 7656, here are but a few entities which are not obliged to remit fifty (50%) of its annual net earnings to the National Government as they are excluded from the scope of Republic Act No. 7656:

Thus, for the majority, the MIAA, among many others, cannot be considered as within the coverage of Republic Act No. 7656. x x x (emphases added)

Clearly, the effect of the MIAA ruling was to remove government instrumentalities such as the BSP from the coverage of RA 7656. The BSP, nevertheless, would still have to remit dividends to the National Government pursuant to its own charter.14

I am aware that under RA 10149, approved on June 6, 2011, the definition of a GOCC was expanded to expressly cover government instrumentalities with corporate powers, thus:

(n) Government Instrumentalities with Corporate Powers (GICP)/Government Corporate Entities (GCE) refer to instrumentalities or agencies of the government, which are neither corporations nor agencies integrated within the departmental framework, but vested by law with special functions or jurisdiction, endowed with some if not all corporate powers, administering special funds, and enjoying operational autonomy usually through a charter including, but not limited to, the following: the Manila International Airport Authority (MIAA), the Philippine Ports Authority (PPA), the Philippine Deposit Insurance Corporation (PDIC), the Metropolitan Waterworks and Sewerage System (MWSS), the Laguna Lake Development Authority (LLDA), the Philippine Fisheries Development Authority (PFDA), the Bases Conversion and Development Authority (BCDA), the Cebu Port Authority (CPA), the Cagayan de Oro Port Authority, the San Fernando Port Authority, the Local Water Utilities Administration (LWUA) and the Asian Productivity Organization (APO).

(o) Government-Owned or -Controlled Corporation (GOCC) refers to any agency organized as a stock or nonstock corporation, vested with functions relating to public needs whether governmental or proprietary in nature, and owned by the Government of the Republic of the Philippines directly or through its instrumentalities either wholly or, where applicable as in the case of stock corporations, to the extent of at least a majority of its outstanding capital stock: Provided, however, That for purposes of this Act, the term "GOCC" - shall include GICP/GCE and GFI as defined herein. (emphases added)

Consequently, the coverage of RA 7656 has been expanded to include government instrumentalities with corporate powers within its coverage as well. However, this is only the general rule which admits of exceptions. Most notably, Section 4 of RA 10149 expressly excludes the BSP from the expanded definition of a GOCC, thus:

SEC. 4. Coverage. - This Act shall be applicable to all GOCCs, GICPs/GCEs, and government financial institutions, including their subsidiaries, but excluding the Bangko Sentral ng Pilipinas, state universities and colleges, cooperatives, local water districts, economic zone authorities and research institutions: Provided, That in economic zone authorities and research institutions, the President shall appoint one-third (1/3) of the board members from the list submitted by the GCG.

More, under DOJ Opinion No. 028, s. 2016 dated April 29, 2016 addressed to then Secretary of Finance Cesar V. Purisima, Secretary of Justice Emmanuel L. Caparas explained that the Civil Aviation Authority of the Philippines (CAAP) is not required to remit 50% of its net earnings to the National Government pursuant to RA 7656 because applying MIAA, CAAP could not be deemed a GOCC within the contemplation of the law, thus:

Here, it appears that CAAP, similar to MIAA, is not a stock corporation because it has no capital stock divided into shares. CAAP also has no stockholders or voting shares, and the CAAP Charter does not authorize the distribution of dividends and allotments of surplus and profits. Section 14 of the CAAP Charter provides that CAAP shall have an authorized capital stock, but does not authorize the distribution of dividends, viz.:

Neither can CAAP be considered a non-stock corporation. A nonstock corporation is "one where no part of its income is distributable as dividends to its members, trustees or officers." A non-stock corporation must have members, but are not allowed to distribute any of its income to its members. Moreover, non-stock corporations are usually "formed or organized for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, or similar purposes, like trade, industry, agricultural and like chambers, or any combination thereof." CAAP does not have any members, and is not organized for any of the aforesaid purposes. Instead, CAAP is an independent regulatory body with quasi-judicial and quasi-legislative powers and possessing corporate attributes.

Subsequently, DOJ Opinion No. 049, s. 2016 dated August 2, 2016 addressed to then Secretary of Finance Carlos G. Dominguez III modified the earlier opinion of the Secretary Caparas. Speaking now through Secretary Vitaliano N. Aguirre II, the Department of Justice opined that CAAP is a GOCC within the expanded definition under RA 10149. Yet CAAP is still exempt from the application of RA 7656 in view of its fiscal autonomy, thus:

For our purposes, the Dividend Law must be read in consonance with the GOCC Governance Act.

Section 2(b). "Government-owned or controlled corporations" refers to corporations organized as a stock or non-stock corporation vested with functions relating to public needs, whether governmental or proprietary in nature, and owned by the Government directly or through its instrumentalities either wholly or, where applicable as in the case of stock corporations, to the extent of at least fifty one percent (51%) of its capital stock. This term shall also include financial institutions, owned or controlled by the National Government, but shall exclude acquired asset corporations, as defined in the next paragraphs, state universities.

On the other hand, Section 3 (o) of the GOCC Governance Act defines GOCC as follows:

Section 3 (o). Government-Owned or -Controlled Corporation (GOCC) refers to any agency organized as a stock or non-stock corporation, vested with functions relating to public needs whether governmental or proprietary in nature, and owned by the Government of the Republic of the Philippines directly or through its instrumentalities either wholly or, where applicable as in the case of stock corporations, to the extent of at least a majority of its outstanding capital stock: Provided, however, that for purposes of this Act, the term "GOCC" - shall include GICP/GCE and GFI as defined herein.

The rule in statutory construction is that statutes are in pari materia when they relate to the same person or thing, or have the same purpose or object, or cover the same specific or particular subject matter. The fact that no reference is made to the prior law does not mean that the two laws are not in pari materia. It is sufficient, in order that they may be considered in pari materia, that the two or more statutes relate to the same subject matter.

This doctrine requires that a statute should be construed not only to be consistent with itself but also to harmonize with other laws on the same subject matter, as to form a complete, coherent and intelligible system. Statutes in pari material, although in apparent conflict, are as far as reasonably possible construed to be in harmony with each other. Later statutes are supplementary or complementary to the earlier enactments and in the passage of its act, the legislature supposed to have in mind the existing legislations on the subject and to have enacted its new act with reference thereto.

The applicability of this doctrine may be gleaned when the GOCC Governance Act was passed. It may be deduced that the same was enacted not to repeal the Dividend Law but to expand the coverage thereof, as evident by the definition of GOCCs in the GOCC Governance Act which included GICPs (government instrumentalities with corporate powers), GCEs (government corporate entities) and GFIs (government financial institutions) in its coverage.

Section 3. Dividends. - All government-owned or controlled corporations shall declare and remit at least fifty percent (50%) of their annual net earning as cash, stock or property dividends to the National Government. This section shall also apply to those government-owned or controlled corporations whose profit distribution is provided by their respective charters or by special law, but shall exclude those enumerated in Section 4 hereof: Provided, That such dividends accruing to the National Government shall be received by the National Treasury and recorded as income of the General Fund.

On the other hand, Section 15 of R.A. No. 9497 (CAAP Charter), which is a letter legislation, states:

Section 15. The Authority shall enjoy fiscal autonomy. All moneys earned by the Authority from the collection/levy of any and all such fees, charges, dues, assessments and finds it is empowered to collect/levy under this Act shall be used solely to fund the operations of the Authority.

The utilization of any funds coming from the collection and/or levy of the Authority shall be subject to the examination of the Congressional Oversight Committee. (Emphasis supplied)

Having been granted fiscal autonomy, it is but logical that the CAAP Law should be construed or an exception to the provisions of Section 3 of R.A. No. 7656, above-quoted. At this point it may be reiterated that the rule in statutory construction is that, in case of irreconcilable conflict or repugnancy between a general law or provision and a special law or provision, the latter shall prevail and repeals the earlier general law to the extent of any irreconcilable conflict between their provisions.

The legislative intent of Section 15 of R.A. No. 9497 to afford full authority of the Agency, through its Board of Directors, the discretion in the disbursement of all collection, revenues, and incomes it generates from the exercise of regulatory and proprietary functions is clear, subject, however, to the following conditions:

(b) utilization of the funds shall be subject to the examination of the Congressional Oversight Committee.

In Civil Service Commission v. Department of Budget and Management, the Supreme Court had the occasion to define what fiscal autonomy is:

x x x the fiscal autonomy enjoyed x x x contemplates a guarantee of full flexibility to allocate and utilized their resources with the wisdom and dispatch that their needs require. It recognizes the power and authority to levy, assess and collect fees, fix rates of compensation not exceeding the highest rates authorized by law for compensation and pay plans of the government and allocate and disburse such sums as may be provided by law or prescribed by them in the course of the discharge of their functions.

This Department has had the occasion to rule that fiscal autonomy entails freedom from outside control and limitations, other than those provided by law. It is the freedom to allocate and utilize funds granted by law, in accordance with law, and pursuant to the wisdom and dispatch its needs may require from time to time.

Indeed, CAAP, having being granted fiscal autonomy, has the full authority to disburse all moneys earned from the collection of fees and charges to fund its operations.

Given the foregoing, we, therefore, are of the opinion that CAAP is not obliged to declare and remit 50% of its net earnings as dividends to the National Government as required under Section 3 of R.A. No. 7656.

Thus, Opinion No. 28, s. 2016 is hereby modified to the extent that CAAP is a GOCC, while maintaining our earlier opinion that CAAP is exempted from the coverage of the Dividend Law for reasons cited herein. (emphases added)

As with CAAP, the BSP also enjoys fiscal autonomy and should therefore be exempted as well form the coverage of RA 7656. To reiterate15

Section 1. Declaration of Policy. - The State shall maintain a central monetary authority that shall function and operate as an independent and accountable body corporate in the discharge of its mandated responsibilities concerning money, banking and credit. In line with this policy, and considering its unique functions and responsibilities, the central monetary authority established under this Act, while being a government-owned corporation, shall enjoy fiscal and administrative autonomy. (emphases and underscoring added)

To be sure, the grant of fiscal and administrative autonomy to BSP is pursuant to Article XII, Section 20 of the 1987 Constitution which decrees:

Section 20. The Congress shall establish an independent central monetary authority. x x x It shall have supervision over the operations of banks and exercise such regulatory powers as may be provided by law over the operations of finance companies and other institutions performing similar functions. (emphasis and underscoring added)

In the article of Atty. Jun de Zuniga, former Member of the Monetary Board whose tenure in the BSP spanned 37 years,16 he discussed the independence accorded to the BSP thus:

Under the Constitution and its Charter, the Bangko Sentral ng Pilipinas (BSP) in the discharge of its mandate was vested with fiscal and administrative autonomy. "Fiscal autonomy" was defined by the Supreme Court as "freedom from outside control" and in BSP is exemplified by its authority to adopt its own budget and authorize its expenditures as are in the interest of its operation. It does not depend on Congress for budgetary appropriation unlike other government agencies. "Administrative autonomy," on the other hand, is defined as freedom from intervention and interference by other agencies which means that, in the case of the BSP, its decisions are not subject to administrative review within the executive branch, but can only be reviewed through the judicial process.

There is historical background for such autonomy. By mandating the independence of the central monetary authority, the framers of the 1987 Constitution sought to prevent a situation where the executive branch of the government is in control of monetary policy. Their view is that monetary policy should be adopted with focus on long-term financial stability and not on political expediency and other considerations. Moreover, such autonomy is envisioned to ensure that the BSP is able to anticipate and respond to the challenges of a more globalized economy.17

Indeed, the BSP is sui generis. Its "unique functions and responsibilities" compounded by its "fiscal and administrative autonomy" and not to mention, independence, only show that the BSP should not be treated as any other generic GOCC.

For some time, the COA agreed to this idea. To be sure, RA 7653 was approved on June 14, 1993 while RA 7656 was approved on November 9, 1993, barely only five (5) months later. Yet the COA had no issue with the BSP's remittance of dividends from 1993 to 2002 based on Section 43 of RA 7653 rather than Section 3 of RA 7656. The controversy only started when the COA assessed the BSP with supposed underdeclared earnings from 2003 to 2006. As it was, however, MIAA was promulgated in 2006, clarifying that MIAA and the BSP, among others, could not be deemed GOCCs as they were not organized as stock or non-stock corporations, hence, outside the ambit of RA 7656.

In sum, RA 7656 does not cover the BSP. For one, the BSP was never a GOCC within the definition of RA 7656. For another, the BSP's fiscal and administrative autonomy, compounded by its constitutional independence, exempts it from the coverage of RA 7656.

iv. Even assuming that BSP is a GOCC, Section 43 of RA 7653 would still govern; Section 2(d) in relation to Section 3 of RA 7656 did NOT impliedly repeal Section 43 of RA 7653.

An implied repeal is a repeal based on the implied or inferred intention of Congress to do so. The implication or inference could be derived from the texts of the involved statutes and their respective contexts and effects - but the controlling intent is the legislative intent and not the intent of the members of this Court as they read the texts and consider the contexts and effects:

.... An implied repeal will not be allowed unless it is convincingly and unambiguously demonstrated that the two laws are so clearly repugnant and patently inconsistent that they cannot co-exist. This is based on the rationale that the will of the legislature cannot be overturned by the judicial function of construction and interpretation. Courts cannot take the place of Congress in repealing statutes. Their function is to try to harmonize, as much as possible, seeming conflicts in the laws and resolve doubts in favor of their validity and a co-existence. Thus, a subsequent general law does not repeal a prior special law, "unless the intent to repeal or alter is manifest, although the terms of the general law are broad enough to include the cases embraced in the special law." .... Verba legis non est recedendum.18

An implied repeal must have been clearly and unmistakably intended by the legislature.19

a. The amendment introduced in RA 11211 is the best evidence of the intention of Congress that Section 2(d) of RA 7656 did not impliedly repeal Section 43 of RA 7653.

I respectfully submit that the amendment introduced by RA 11211 clearly expresses the legislative intent that no repeal was implied by Congress between Section 2 (d) of RA 7656 and Section 43 of RA 7653.

The benefit of hindsight is that it provides 20/20 vision of intention. Since intention is something internal, we can best ascertain one's intention not from our own inferences, which more often than not are self-serving, but from the evidence of one's conduct and outward acts.

In the case at bar, there is no better proof of the intention of Congress other than its affirmation and confirmation that Section 2(d) of RA 7656 did not impliedly repeal Section 43 of RA 7653 through its enactment of RA 11211.

First. An amendment is effective from the date of effectivity of the amended statute and the amendment is deemed part of the latter. The sole exception to this rule is when this rule would result in the "abrogation of contractual relations between the state and others." As held in Kua v. Barbers:20

Petitioner maintains his submission that Sections 15 and 16 of P.D. No. 564 are applicable only to the three non-ex officio part-time members of the PTA Board. Aside from reiterating his arguments in the court below, he adds that there is a marked difference between the tasks of the PTA General Manager and the part-time members: the powers and duties of the PTA Board are enumerated in Sec. 22 of P.D. No. 564 which are alleged to be circumscribed solely to participating in the exercise of the corporate powers and functions of the PTA, while those of the General Manager are found in sections 23, 24, 25 and 26 of the same law. Also, the principal function of the PTA General Manager is to act as PTA's Chief Executive and to direct, manage, and supervise its day-to-day operations and internal administration in accordance with the policies set by the Board. He is furthermore said to be vested with additional authority and functions in the event of extraordinary emergencies.

An amended act is ordinarily to be construed as if the original statute had been repealed, and a new and independent act in the amended form had been adopted in its stead; or, as frequently stated by the courts, so far as regards any action after the adoption of the amendment, [it is] as if the statute had been originally enacted in its amended form. The amendment becomes a part of the original statute as if it had always been contained therein, unless such amendment involves the abrogation of contractual relations between the state and others. Where an amendment leaves certain portions of the original act unchanged, such portions are continued in force, with the same meaning and effect they had before the amendment....

The Court is, therefore, in full accord with the ruling of the Court of Appeals that the provisions of P.D. No. 1400, particularly Sec. 2 thereof which added Sec. 23-A, should be considered as part and parcel of P.D. No. 564 as if it had always been contained in the latter at the time it took effect. On the other hand, the portions of the original act left unchanged by the succeeding law are continued in force, bearing the same meaning and effect that they had before the amendment.... To conclude, Section 23-A, as well as all other amendments made by P.D. No. 1400, should be read in connection with the provisions of P.D. No. 564 as if all had been enacted at the same time in the said decree, and, as far as possible, effect should be given to them all in furtherance of the general design of the statute.

The above-quoted principle was more clearly illustrated in Estrada v. Caseda:21

The above requirements were provided in Commonwealth Act No. 689, which was approved October 15, 1945. Section 14 of that Act provided that the same "shall be in force for a period of two years after its approval." Republic Act No. 66, approved October 18, 1946, amended section 14 of Commonwealth Act No. 689 so as to read as follows: "Section 14. This Act shall be in force for a period of four years after its approval."

When did this four-year period commence to run? Is the present lease still within this period?

An amended act is ordinarily to be construed as if the original statute had been repealed, and a new and independent act in the amended form had been adopted in its stead; or, as frequently stated by the courts, so far as regards any action after the adoption of the amendment, as if the statute had been originally enacted in its amended form. The amendment becomes a part of the original statute as if it had always been contained therein, unless such amendment involves the abrogation of contractual relations between the state and others. Where an amendment leaves certain portions of the original act unchanged, such portions are continued in force, with the same meaning and effect they had before the amendment. So where an amendatory act provides that an existing statute shall be amended to read as recited in the amendatory act, such portions of the existing law as are retained, either literally or substantially, are regarded as a continuation of the existing law, and not as a new enactment. (59 C. J., 1096, 1097.)

In accordance with this rule, the provision of Republic Act No. 66 amending section 14 of Commonwealth Act No. 689, related back to, and should be computed from, the date of the approval of the amended act, that is October 15, 1945. The period as thus construed expired on October 15, 1949.

Because RA 11211 is already part of Section 43 of RA 7653 from the date of the latter's enactment, it cannot be concluded that Section 2 (d) of RA 7656 impliedly repealed Section 43 of RA 7653.

To stress, Section 43 from the time of the enactment of RA 7653, as a result of the amendment thereof by RA 11211, has allowed the deduction of reserves from BSP's net profits. This clear expression of legislative intent exempts BSP from the import of Section 2(d) of RA 7656.

Second. The fact-pattern in the case at bar is similar or analogous to Lechoco v. Civil Aeronautics Board22 and therefore the present case should be similarly resolved.

In Lechoco, the Court took note of subsequent legislations that clarified which agency has the power over such rate increases. With this subsequent clarification, the Court held that there was no way one could successfully impute an implied intention by one statute to impliedly repeal a prior statute.

The issue submitted for Our decision is whether authority to fix air carrier's rates is vested in the Civil Aeronautics Board (CAB) or in the Public Service Commission (PSC).

Petitioner Lechoco contends that by the enactment of Republic Act No. 2677 (on 18 June 1960) amending sections 13(a) and 14 of Commonwealth Act No. 146 (the original PSC Act), jurisdiction to control rates of airships was taken away from the Civil Aeronautics Board and revested in the PSC, since Republic Act 2671 impliedly repealed section 10 (c) (2) of Republic Act No. 776, passed on 20 June 1952, conferring control over air rates and fares on the CAB.

Respondents aver, on the other hand, that, at the very least, jurisdiction over air fares and rates was, under both statutes, exercisable concurrently by the CAB and the PSC, and that following the rule on concurrent jurisdictions of judicial bodies, the first to exercise or take jurisdiction (CAB in this case) should retain it to the exclusion of the other body.

In resolving the issue posed, it is apposite to review the various laws enacted on the matter.

In 1932, the Philippine (pre Commonwealth) Legislature provided by Public Law No. 3996, in its section 15, that any -

"Person or persons engaged in air commerce shall submit for approval to the Public Service Commission or its authorized representative uniform charges applied to merchandise and passengers per kilometer or over specified distances..."

In consonance with said law, the legislative franchise granted in November of 1935 to the Philippine Aerial Taxi Company, Inc. (Act No. 4271) specified that (section 3)

"The grantee shall fix just, reasonable and uniform rates for the transportation of passengers and freight, subject to the supervision and approval of the Public Service Commission ..."

The following year the PSC was reorganized by Commonwealth Act No. 146, enacted 7 November 1936. Section 13 thereof granted PSC "general supervision and regulation of, jurisdiction and control over, all public services..." except as otherwise provided. The same section, however, contained the following reservation:

"... Provided further, That the Commission shall not exercise any control or supervision over aircraft in the Philippines, except with regard to the fixing of maximum passenger and freight rates... "

In the aftermath of World War II the Legislature of the independent Republic of the Philippines passed Republic Act No. 51, on 4 October 1946, authorizing the Chief Executive to reorganize within one year the different executive departments, bureaus, offices, agencies and other instrumentalities of the government, including corporations owned or controlled by it. In the exercise of the broad powers thus conferred, the President of the Philippines, by Executive Order No. 94, of 4 October 1947, in its section 149, abolished the Civil Aeronautics Commission and transferred its functions and duties to the Civil Aeronautics Board created by said Order No. 94, with the following provision:

"The ... functions provided in section 13 of Commonwealth Act No. 146, pertaining to the power of the Public Service Commission to fix the maximum passenger and freight rates that may be charged by airlines ... are hereby transferred to and consolidated in the Civil Aeronautics Administration and/or Civil Aeronautics Board."

The foregoing transfer of functions was virtually ratified by Republic Act No. 776, effective on 20 June 1952, entitled "An Act to Reorganize the Civil Aeronautics Board and the Civil Aeronautics Administration, to provide for the regulation of civil aeronautics in the Philippines ..." that delimited the powers of the Board. Section 10 of Act 776 prescribed, inter alia, the following:

"SEC. 10. Powers and duties of the Board. - (A) Except as otherwise provided herein, the Board shall have the power to regulate the economic aspect of air transportation, and shall have the general supervision and regulation of, and jurisdiction and control over, air carriers as well as their property, property rights, equipment, facilities, and franchise, in so far as may be necessary for the purpose of carrying out the provisions of this Act.

'(2) To fix and determine reasonable individual, joint, or special rates, charges or fares which an air carrier may demand, collect or receive for any service in connection with air commerce. The Board may adopt any original, amended, or new individual, joint or special rates, charges or fares proposed by an air carrier if the proposed individual, joint, or special rates, charges or fares are not unduly preferential or unduly discriminatory or unreasonable. The burden of proof to show that the proposed individual, joint or special rates, charges or fares are just and reasonable shall be upon the air carrier proposing the same.'"

Latest enactment of the series was Republic Act No. 2677, in effect on 18 June 1960, that amended various sections of Commonwealth Act No. 146, the basic Public Service Act. Among those amended was section 14, which was made to read:

"Sec. 14. - The following are exempted from the provisions of the preceding section:

"(c) Airships within the Philippines except as regards the fixing of their maximum rates or freight and passengers."

Contrary to the views of petitioner Lechoco, there is nothing in Republic Act 2677 that expressly repeals Republic Act No. 776. While section 3 of Republic Act 2677 provides that "All Acts or parts of Acts inconsistent with the provisions of this Act are hereby repealed", the fact is that the derogation was thereby made dependent upon actual inconsistency with previous laws. This is the very foundation of the rule of implied repeal. However, there is nothing in Act 2677 that evidences an intent on the part of the Legislature to set aside the carefully detailed regulation of civil air transport as set forth in Act 776. Said Act in itself constitutes a recognition of the need of entrusting regulation, supervision and control of civil aviation to a specialized body.

We find no irreconcilable inconsistency between section 14 of the Public Service Act, as amended by Republic Act 2677, and section 10 (c) (2) of the prior Republic Act 776, above quoted, except for the fact that power over rates to be charged by air carriers on passengers and freight are vested in different entities, the CAB and the PSC. Even that will result in no more than a concurrent jurisdiction in both supervisory entities, and not in the divesting of the power of one in favor of the other.

The absence of intent to repeal Republic Act No. 776 by the enactment of Act 2677 is also evidenced by the explanatory note to House Bill 4030 (that later became Act 2677). It expressly stated the desire to broaden the jurisdiction of the PSC "by vesting it with the power to supervise and control maritime transportation ... except air transportion and warehouses which are now subject to regulation and supervision by the Civil Aeronautics Board and the Bureau of Commerce respectively."

The same legislative intent to maintain the jurisdiction and powers of the CAB appears from a consideration of the legislation subsequent to the enactment of Republic Act 2677. Thus, Republic Act No. 4147, enacted 20 June 1964 (granting an air transportation franchise to Filipinas Orient Airways), and Republic Act No. 4501, passed in 19 June 1965 (granting a similar franchise to Air Manila, Inc.), both uniformly require (in their section 3) that the franchise grantee -

"shall fix just and reasonable and uniform rates for the transportation of passengers and freight, subject to the regulations and approval of the Civil Aeronautics Board or such other regulatory agencies as the Government may designate for this purpose."

Such references to the Civil Aeronautics Board after the enactment of Republic Act No. 2677 would be difficult to explain if said law had already repealed the power of the CAB over fares or rates, as contended by petitioner Lechoco.

Be that as it may, the well-established principle is that implied repeals are not favored and consequently statutes must be so construed as to harmonize all apparent conflicts and give effect to all the provisions whenever possible. This rule makes it imperative to reconcile both section 14 of the Public Service Act as amended by Republic Act No. 2677, and section 10 (c) (2) of Republic Act No. 776, by recognizing the power of the Civil Aeronautics Board to "fix and determine reasonable individual, joint or special rates, charges or fares" for air carriers (under Republic Act 776) but subject to the "maximum rates on freights and passengers" that may be set by the Public Service Commission (as per Republic Act 2677); so that the rates, charges or fares allowed or fixed by CAB may in no case exceed the maxima prescribed now or to be prescribed in the future by the PSC....

b. The contemporaneous understanding of Section 2 (d) of RA 7656 and Section 43 of RA 7653 belies the claim of implied repeal.

For the period 2003 to 2006, this Agreement jettisoned the formula for computing net profits that the implied repeal argument sought to buttress.

This contemporaneous understanding of the meaning and impact of the laws involved, Section 2 (d) of RA 7656 and Section 43 of RA 7653, opposite to what otherwise would have been demanded by the implied repeal, should have factored against inferring such repeal.

An implied repeal, to repeat, is inferred only in the clearest of cases. The Agreement shows that Section 2 (d) of RA 7656 could not have repealed Section 43 of RA 7653 because, otherwise, DOF, DBM and the Senate would not have sponsored the Agreement if it was violating the law and contrary to Congress' intent.

Another. It bears reiterating that RA 7653 was approved on June 14, 1993 while RA 7656 was approved on November 9, 1993, barely only five (5) months later. Surely, Congress is not fickle-minded to change its policy direction for BSP just a few months after it has established a clear and rocksolid policy to exempt in the computation of its net profits and losses "adequate allowance or adequate reserves for bad and doubtful accounts."

All told, I cannot find the intention to impliedly repeal a very positive and categorical methodology on the computation of BSP's profits and losses merely months after this very positive and categorical grant was explicitly bestowed.

I therefore vote to grant the petition and reverse and set aside COA Decision No. 2012-1542 dated September 7, 2012 and COA Resolution No. 2013-214 dated December 3, 2013, and for good measure, COA Decision No. 2010-04221 dated March 23, 2010, and COA Resolution No. 2011-007 dated January 25, 2011.1âшphi1