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purchase from appellant doors of the same kind, provided he pays theprice. Surely, the appellant will not refuse, for it can easily duplicate or evenmass-produce the same doors-it is mechanically equipped to do so.That the doors and windows must meet desired specifications is neitherhere nor there. If these specifications do not happen to be of the kindhabitually manufactured by appellant special forms for sash, mouldings

of panels it would not accept the orderand no sale is made. If theydo, the transaction would be no different from a purchasers ofmanufactured goods held is stock for sale; they are bought because theymeet the specifications desired by the purchaser.Nobody will say that when a sawmill cuts lumber in accordance with thepeculiar specifications of a customer-sizes not previously held in stock forsale to the public-it thereby becomes an employee or servant of thecustomer,1 not the seller of lumber. The same consideration applies to thissash manufacturer.The Oriental Sash Factory does nothing more than sell the goods that it

mass-produces or habitually makes; sash, panels, mouldings, frames,cutting them to such sizes and combining them in such forms as itscustomers may desire.On the other hand, petitioner's idea of being a contractor doing construction

jobs is untenable. Nobody would regard the doing of two window panels aconstruction work in common parlance.2

Appellant invokes Article 1467 of the New Civil Code to bolster itscontention that in filing orders for windows and doors according tospecifications, it did not sell, but merely contracted for particular pieces of

work or "merely sold its services".Said article reads as follows:

A contract for the delivery at a certain price of an article which thevendor in the ordinary course of his business manufactures orprocures for the general market, whether the same is on hand atthe time or not, is a contract of sale, but if the goods are to bemanufactured specially for the customer and upon his special order,and not for the general market, it is contract for a piece of work.

It is at once apparent that the Oriental Sash Factory did not merely sell its

services to Don Toribio Teodoro & Co. (To take one instance) because it

also sold the materials. The truth of the matter is that it sold materialsordinarily manufactured by it sash, panels, mouldingsto Teodoro &Co., although in such form or combination as suited the fancy of thepurchaser. Such new form does not divest the Oriental Sash Factory of itscharacter as manufacturer. Neither does it take the transaction out of thecategory of sales under Article 1467 above quoted, because although the

Factory does not, in the ordinary course of its business, manufacture andkeep on stockdoors of the kindsold to Teodoro, it could stock and/orprobably had in stock the sash, mouldings and panels it used therefor(some of them at least).In our opinion when this Factory accepts a job that requires the use ofextraordinary or additional equipment, or involves services not generallyperformed by it-it thereby contracts for apiece of workfiling specialorders within the meaning of Article 1467. The orders herein exhibited werenot shown to be special. They were merely orders for worknothing isshown to call them special requiring extraordinary service of the factory.

The thought occurs to us that if, as alleged-all the work of appellant is onlyto fill orders previously made, such orders should not be called specialwork, but regular work. Would a factory do business performing onlyspecial, extraordinary or peculiar merchandise?

Anyway, supposing for the moment that the transactions were not sales,they were neither lease of services nor contract jobs by a contractor. But asthe doors and windows had been admittedly "manufactured" by the OrientalSash Factory, such transactions could be, and should be taxed as"transfers" thereof under section 186 of the National Revenue Code.

The appealed decision is consequently affirmed. So ordered.Paras, C. J., Padilla, Montemayor, Bautista Angelo, Concepcion, Reyes, J.B. L., and Felix, JJ.,concur.

Quiroga v Parsons

G.R. No. L-11491 August 23, 1918ANDRES QUIROGA, plaintiff-appellant,vs.

PARSONS HARDWARE CO., defendant-appellee.

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Alfredo Chicote, Jose Arnaiz and Pascual B. Azanza for appellant.Crossfield & O'Brien for appellee.AVANCEA, J.:On January 24, 1911, in this city of manila, a contract in the following tenorwas entered into by and between the plaintiff, as party of the first part, andJ. Parsons (to whose rights and obligations the present defendant later

subrogated itself), as party of the second part:CONTRACT EXECUTED BY AND BETWEEN ANDRESQUIROGA AND J. PARSONS, BOTH MERCHANTSESTABLISHED IN MANILA, FOR THE EXCLUSIVE SALEOF "QUIROGA" BEDS IN THE VISAYAN ISLANDS.

ARTICLE 1. Don Andres Quiroga grants theexclusive right to sellhis beds in the Visayan Islands to J. Parsons under the followingconditions:(A) Mr. Quiroga shall furnish beds of his manufacture to Mr.Parsons for the latter's establishment in Iloilo, and shall invoice

them at the same price he has fixed for sales, in Manila, and, in theinvoices, shall make and allowance of a discount of 25 per cent ofthe invoiced prices, as commission on the sale; and Mr. Parsonsshall order the beds by the dozen, whether of the same or ofdifferent styles.(B) Mr. Parsons binds himself to pay Mr. Quiroga for the bedsreceived, within a period of sixty days from the date of theirshipment.(C) The expenses for transportation and shipment shall be borne by

M. Quiroga, and the freight, insurance, and cost of unloading fromthe vessel at the point where the beds are received, shall be paidby Mr. Parsons.(D) If, before an invoice falls due, Mr. Quiroga should request itspayment, said payment when made shall be considered as aprompt payment, and as such a deduction of 2 per cent shall bemade from the amount of the invoice.The same discount shall be made on the amount of any invoicewhich Mr. Parsons may deem convenient to pay in cash.

(E) Mr. Quiroga binds himself to give notice at least fifteen daysbefore hand of any alteration in price which he may plan to make inrespect to his beds, and agrees that if on the date when suchalteration takes effect he should have any order pending to beserved to Mr. Parsons, such order shall enjoy the advantage of thealteration if the price thereby be lowered, but shall not be affected

by said alteration if the price thereby be increased, for, in this lattercase, Mr. Quiroga assumed the obligation to invoice the beds at theprice at which the order was given.(F) Mr. Parsons binds himself not to sell any other kind except the"Quiroga" beds.

ART. 2. In compensation for the expenses of advertisement which,for the benefit of both contracting parties, Mr. Parsons may findhimself obliged to make, Mr. Quiroga assumes the obligation tooffer and give the preference to Mr. Parsons in case anyone shouldapply for the exclusive agency for any island not comprised with the

Visayan group.ART. 3. Mr. Parsons may sell, or establish branches of his agencyfor the sale of "Quiroga" beds in all the towns of the Archipelagowhere there are no exclusive agents, and shall immediately reportsuch action to Mr. Quiroga for his approval.

ART. 4. This contract is made for an unlimited period, and may beterminated by either of the contracting parties on a previous noticeof ninety days to the other party.

Of the three causes of action alleged by the plaintiff in his complaint, only

two of them constitute the subject matter of this appeal and bothsubstantially amount to the averment that the defendant violated thefollowing obligations: not to sell the beds at higher prices than those of theinvoices; to have an open establishment in Iloilo; itself to conduct theagency; to keep the beds on public exhibition, and to pay for theadvertisement expenses for the same; and to order the beds by the dozenand in no other manner. As may be seen, with the exception of theobligation on the part of the defendant to order the beds by the dozen andin no other manner, none of the obligations imputed to the defendant in the

two causes of action are expressly set forth in the contract. But the plaintiff