You are on page 1of 53

Republic of the Philippines

REGIONAL TRIAL COURT


11TH Judicial Region
Branch 10, Davao City

NAPOLEON C. GATMAITAN

Plaintiff,
-versus-

EDGARDO S. SANTOS
Defendant.

CIVIL CASE NO. _____


For: Collection of a Sum of Money
X - - - - - - - - - - - - - - - - - - - - - - - - - - -X

COMPLAINT

PLAINTIFF, thru the undersigned Counsel, unto this Honorable Court,


respectfully alleges:

1.

That Plaintiff is of legal age, Filipino, married to Nancy A. Gatmaitan, and

with residence at # 11 Bohol St., Barangay Horseshoe, Quezon City;

2.

That Defendant is likewise of legal age, Filipino, married and with

residence at # 15 Bohol St., Barangay Horseshoe, Quezon City, where he could be served
with summons and other processes of the Court;

3.

That the above-named spouse of Plaintiff is the erstwhile business partner

of the defendant from year 2007 to 2009;

4.

That in the course of their business, the plaintiffs spouse made financial

contributions through the request and assurances of the defendant that such amount
will be repaid. That however, after several months and upon inquiry, plaintiffs spouse
found out that defendant misappropiated the financial investments made for his own
personal use. That despite demands, defendant failed to remit to and/or settle with the
plaintiffs spouse the aggregate amount of Ninety Eight Thousand Seven Hundred
Pesos (P98,700.00);

5.

That in recognition of defendants obligation in favor of plaintiffs spouse,

the former executed an Acknowledgement of Debt in favor of the plaintiff on January


26, 2008, a photocopy of which is attached hereto as Annex A;

6.

That by reason of the kindness and generosity of plaintiffs spouse,

defendants obligation through the Acknowledgement was reduced to the sum of Sixty
Thousand Pesos (P60,000.00), and transferred in favor of the plaintiff as formalized n a
duly-notarized Loan Agreement entered by and between the plaintiff and the defendant
on January 29 2008, a photocopy of which is hereto attached as Annex B;

7.

That part of said Loan Agreement is the obligation of the defendant-

debtor to pay the plaintiff-creditor the amount of Two Thousand Five Hundred Pesos
(P2,500.00) in monthly installments for thirty six (36) months, in the form of cash from
February 2008 to March 2011, and in the form of post-dated checks from February 2008

onwards up to the full satisfaction of said loan, including interest, set at two percent
(2%) per month;

8.

That after paying Two Thousand Five Hundred Pesos (P2,500.00) in

February 2008 and One Thousand Five Hundred Pesos (P1,500.00) only in March 2008
the defendant-debtor has started defaulting in the payment of his due accounts;

9.

That plaintiff-creditor sent separate letters (dated April 7, 2008 and May

21, 2008) to the defendant-debtor containing a demand for the payment of his
outstanding payable, photocopies of which are hereto attached as Annexes C and C1;

10.

That the continued refusal of defendant to settle his account prompted the

plaintiff-creditor to lodge a complaint with the barangay officials of Barangay


Horseshoe, Quezon City. A Certificate to File Action, copy of which is hereto attached as
Annex D, was subsequently issued for failure of the parties to come to an Agreement.

11.

That on June 1, 2008 a final demand letter was sent to the defendant-

debtor for the payment of his outstanding payable up to July 2008, which however, was
left unheeded, a photocopy of which is hereto attached as Annex E;

12.

That the demand letter was duly received by defendant thru his wife Mrs.

Veronica A. Santos on June 3, 2008, as shown by a Certification dated June 25, 2008
issued by the Quezon City Central Post Office, copy of which is hereto attached as
Annex F;

13.

That defendant-creditor has, as of this date, defaulted in the payment of

an aggregate amount of Twenty-six Thousand Pesos (P26,000.00);

14.

That notwithstanding plaintiff-creditors repeated oral and written

demands, defendant-debtor failed and refused and still fails and refuses to heed to the
formers just and valid demands, leaving the plaintiff no other recourse but to litigate
and file this acton.

15.

That by reason of defendants unjustified acts as well as bad faith and

intentional refusal to pay his overdue obligation, Plaintiff is entitled to the award of
moral damages in the amount of P5,000.00;

16.

That by reason of defendants violation and disregard of Plaintiffs rights,

the award of exemplary damages in the amount of P5,000.00 is likewise warrant to serve
as a deterrent to the commission by the defendant and to others similarly-minded of
similar acts in the future.

PRAYER
WHEREFORE, PREMISES CONSIDERED, it is most respectfully prayed of this
Honorable Court that, after due hearing, judgment be rendered against the defendant
ordering the latter to pay the plaintiff as follows:

1.

The amount of TWENTY SIX THOUSAND PESOS representing the

unpaid monthly installments due under the Loan Agrement dated August 6, 2005;
2.

The amount of P5,000.00 as and by way of moral damages;

3.

The amount of P5,000.00 as and by way of exemplary damages;

4.

Cost of suit.

Other reliefs just and equitable under the premises are likewise prayed for.
Quezon City,______________

Atty. ANGELICO ZENON M. DELOS REYES


Counsel for the Plaintiff
Phoenix Sun Business Park E. Rodriguez Jr. Ave., Libis, Quezon City
Roll No. 76430 IBP No. 352980 dated 1-2-08
MCLE Compliance No. 11-00043527

VERIFICATION/CERTIFICATION
OF NON-FORUM SHOPPING
I, NAPOLEON C. GATMAITAN, Filipino, of legal age with address at #11 Bohol
St., Barangay Horseshoe, Quezon City after having been duly sworn on accordance with
law depose and say:
1.

That I am the plaintiff in the above-entitled case;

2. That I caused the preparation of the foregoing Complaint and I have read the
allegations therein and certify that the same are true and correct of my own personal
knowledge;
3.

That I further certify that I have not commenced any other action involving
the same issues before the Supreme Court, Court of Appeals or any division thereof or
any tribunal or agency; and to the best of my knowledge no such action is pending
before the Supreme Court, Court of Appeals or any division thereof or any tribunal or
agency;

4.

That in the event that any action involving the same should be made known, I
hereby bind myself to report the same within five (5) days from knowledge thereof to
this Honorable Court.
WITNESS WHEREOF, I hereunto set my hand this _______ day of ________,
________ at Quezon City, Metro Manila, Philippines.

NAPOLEON C. GATMAITAN
Plaintif
SUBSCRIBED AND SWORN TO before me this ______ day of ______, ______ at
Quezon City, affiant having exhibited to me her CTC No. ___________ issued on
__________ at __________.

NOTARY PUBLIC
Doc. No._____
Page No. ____
Book No. _____
Series of _____

REPUBLIC OF THE PHILIPPINES


REGIONAL TRIAL COURT
SIXTH JUDICIAL REGION
BRANCH _____,
PROVINCE ILOILO
REY S. JALLORINA,
Plaintiff,
Civil Case No. _____________
- versus FOR:
EFREN C. MIRANDILLA,
Defendant,
x - - - - - - - - - - - - - - - - - - - -x

Collection of Sum of Money

With Damages

COMPLAINT
PLAINTIFF, through the undersigned counsel and to this Honorable Court,
respectfully avers that:
1.
Plaintiff REY J. JALLORINA is of legal age, Filipino, single, and a
resident of #67 Lopez Jaena Street, Pototan, Iloilo. For purposes of this action,
plaintiff may be served with all orders, notices, and other processes of this
Honorable Court through the office address of the undersigned counsel indicated
below;
2.
Defendant EFREN C. MIRANDILLA is of legal age, Filipino,
married, and may be served with summons and other process of this Honorable
Court at his residence address at #125 Ledesma Street, Jaro, Iloilo City;
3.
Sometime on May 25, 2014, Defendant obtained from and was
granted a loan accommodation by the Plaintiff in the principal amount of THREE
HUNDRED FIFTY THOUSAND (PhP 350, 000.00), Philippine Currency. A true
and faithful machine reproduction of the Promissory Note made by the Defendant
on the said date is hereto attached as Annex A and made an integral part hereof;
4.
As shown in the attached promissory note, Defendant promised to pay
the said loan on or before October 30, 2014. However, Defendant failed to pay it
on such time and as of November 30, 2013, Defendant still has an Outstanding
Balance to Plaintiff amounting to THREE HUNDRED FIFTY THOUSAND

PESOS (PhP 350, 000.00), Philippine Currency, and has failed and neglected to
pay, without just and valid grounds, the said Outstanding Balance for the
aforementioned loan accommodation;
5.
Despite Plaintiff's repeated demands, both written and verbal,
Defendant failed, neglected and refused, and continues to fail and refuse to pay and
to settle the said Outstanding Balance, without just and valid grounds, to the
continued damage and prejudice of Plaintiff. A true and faithful machine
reproduction of the Plaintiff's demand letter to Defendant dated December 05,
2014 is hereto attached as Annex B and made an integral part hereof;
6.
Consequently, Plaintiff was constrained to engage the services of
counsel to whom she has paid as Attorney's Fees the amount equivalent to
THIRTY THOUSAND PESOS (PhP 30, 000.00), ten percent (10%) of the total
amount due from Defendant to Plaintiff as evidenced by Annex C- Official
Receipt.
PRAYER

WHEREFORE, premises considered, after due notice and hearing, Plaintiff


respectfully prays that judgment be rendered against the Defendant as follows:
1.

Ordering the Defendant to pay Plaintiff the sums of:


a.

The amount of THREE HUNDRED THOUSAND PESOS


(PhP 300, 000.00), representing Defendant's Outstanding
Balance, plus interest at the rate of three percent (3%) per
month as stipulated upon in the Promissory Note;

b.

FORTY THOUSAND PESOS (PhP 30, 000.00), ten percent


(10%) of the total amount due as Attorney's Fees plus
Appearance Fee at the rate of PhP 3, 000.00 per court hearing /
conference;

c.

Five percent (5 %) of the total amount due as Collection


Charges / Liquidated Damages;

d.
2.

The costs of suit.

Plaintiff likewise prays for such other reliefs as may be just and
equitable under the circumstances.

Pototan, Iloilo, December 16, 2014.


ATTY. RIZALEE J. PEREZ
Counsel for Complainant
#051 Lopez Jaena Street, Pototan, Iloilo
Roll of Attorney No. 54236
PTR No. 25643, Iloilo City, January 10, 2014
IBP No. 24358, Iloilo City, January 4, 2014
MCLE Compliance No. IV-000698

Republic of the Philippines)


Province of Iloilo
) SS.
x---------------------x
VERIFICATION AND CERTIFICATION
I, REY S. JALLORINA, of legal age, Filipino, single, and a resident of #67 Lopez Jaena Street, Pototan,
Iloilo, after being sworn in accordance with law, hereby depose and say:
That I am the Plaintiff in the above-entitled case; That I have caused the preparation of the above
Complaint and I have read the same and understood the contents thereof; That the allegations contained therein are
true and correct of my own personal knowledge and based on authentic records.
That I further certify that: (a) I have not theretofore commenced any other action or proceeding or filed any
claim involving the same issues or matter in any court, tribunal, or quasi-judicial agency and, to the best of my
knowledge, no such action or proceeding is pending therein; (c) if I should thereafter learn that the same or similar action
or proceeding has been filed or is pending before the Supreme Court, the Court of Appeals, or any other tribunal or

quasi-judicial agency, I undertake to report such fact within five (5) days therefrom to the court or agency wherein the
original pleading and sworn certification contemplated herein have been filed.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of December 2014 at Iloilo City,
Philippines.

REY S. JALLORINA
Affiant
TIN 98765-003; Iloilo City

SUBSCRIBED AND SWORN to before me, this 16 th day of December 2014, affiant exhibiting to me his
Tax Identification Card as shown above below his name as competent evidence of his identity.

ATTY. RIZALEE J. PEREZ


Notary Public for and in the City and
Province of Iloilo
Commission Serial. No. 5689
Valid until December 31, 2015
#051 Lopez Jaena Street, Pototan, Iloilo
Roll of Attorney No. 54236
PTR No. 25643, Iloilo City, January 10, 2014
IBP No. 24358, Iloilo City, January 4, 2014
MCLE Compliance No. IV-000698

Doc. No. 5;
Page No. 1;
Book No. I;
Series of 2014.
December 16, 2014, 9:25 A.M.
Annex A
PROMISSORY NOTE

Php 350,000
FOR VALUE RECEIVED, I promise to pay without need of demand to the order of Rey S. Jallorina, at
his residence at #67 Lopez Jaena Street, Pototan, Iloilo, the principal amount of : THREE HUNDRED FIFITY
THOUSAND PESOS (P 500 000), on or before October 30, 2014.
May 25, 2014, Pototan, Iloilo, Philippines.
EFREN C. MIRANDILLA

Annex B

Date: December 5, 2014


To:

Efren C. Mirandilla
#125 Ledesma Street
Jaro, Iloilo City

DEMAND LETTER
Mr. Mirandilla,
Good day!
I, Rey S Mirandilla, write to you today to remind you of the loan agreement we entered into on May 25,
2014, in the amount of Php350,000,000. According to the terms of the promissory note you executed, payment
would be made on or before October 30, 2014. I have only received Php 50, 000 from you on October 5, 2014.
Consider this correspondence as a formal demand for your compliance with the abovementioned loan
agreement. Please make the payment of the outstanding balance of Php 300,000,000 not later than one week from
the receipt of this letter. You may pay the amount to me personally, or thru bank deposit at Metrobank Savings
Account No. 888-8888-888-8 under the name Rey S. Jallorina.
I hope for your swift compliance. If not, I regret to say that I would be forced to take legal action in order to
protect my own interests. You may disregard this letter if payment has been tendered at the time of receipt of the
same.
Thank you.

Respectfully,
REY S. JALLORINA

Annex C
OFFICIAL RECEIPT
15TH December, 2014
This is to certify that I, Ms. Josan F. Baron, has received an amount of Thirty Thousand Pesos ( Php
30,000) from Rey S. Jallorina as payment for the legal services to be rendered by Atty, Rizalee J. Perez.

JOSAN F. BARON
Secretary
Perez Law Office

REPUBLIC OF THE PHILIPPINES


REGIONAL TRIAL COURT
NATIONAL CAPITAL JUDICIAL REGION
BRANCH 69, MANDALUYONG CITY
ABC FINANCE AND LENDING
CORPORATION represented by Mr.
Ang Bee Chin, President
Plaintiffs.
-versus-

CIVIL CASE NO. M-2014-123


For: Foreclosure and Collection of
Sum of Money

Estate of Mr. Michael Green, Mrs.


Michelle Green, surviving spouse
of Mr. Michael Green, and Manny
Pacman, owner of Manny Pacman
Holding Corporation
Defendants.
x------------------------------------------------x
COMPLAINT
COMES NOW Plaintiff, by counsel, unto this Honorable Court, most
respectfully states:
1. That plaintiff is a finance and lending corporation duly organized and
existing under the Laws of the Philippines, having its principal office
at No.7, Ideal St. Brgy. Addition Hills, Mandaluyong City;
2. That defendants are the estate of Mr. Michael Green; Mrs. Michelle
Green, the surviving spouse of Mr. Michael Green, of legal age,
Filipino citizen and residing at Unit 7C Shaw Residenza, Shaw
Boulevard, Barangay Addition Hills, Mandaluyong City, where she
may be served with summons and other Court processes; and Manny
Pacman, the owner of Manny Pacman Holding Corporation, of legal
age, Filipino citizen and residing at Unit 101 Dionisia Subdivision,

Shaw Boulevard, Barangay Mountain Hills, Mandaluyong City, where


he may be served with summons and other Court processes;
3. That on September 15, 2013, the defendant obtained a loan from the
plaintiff in the sum of Seven Hundred Fifty Thousand Pesos
(P750,000.00) Philippine Currency, with the following terms and
conditions among others:
a. The principal loan obligation shall be payable in Three (3)
Months from time of execution of the agreement;
b. The principal loan obligation shall incur an interest of 36% per
month compounded; and
c. The loan was to mature on 31 December 2013.
A copy of the Loan Agreement is herewith attached as Annex A
and made an integral part hereof.
4. That as a security for the loan, Mr. Michael Green has mortgaged by
way of Accommodation Mortgage a Condominium in Paranaque City
registered under the holding company of Manny Pacman Holding
Corporation. As evidence, a Xerox copy of the Accommodation
Mortgage dated September 15, 2013 is herewith attached and
marked as Annex B and made integral part hereof.
5. That Mr. Michael Green died on November 15, 2013. Leaving the
loan unpaid. The second paragraph of Sec. 16, Rule 3 of the 1997
Rules Civil Procedure as Amended, provides:
Section 16. Death of party; duty of counsel. Whenever a
party to a pending action dies, and the claim is not thereby
extinguished, it shall be the duty of his counsel to inform the
court within thirty (30) days after such death of the fact thereof,
and to give the name and address of his legal representative or
representatives. Failure of counsel to comply with his duty shall
be a ground for disciplinary action.
The heirs of the deceased may be allowed to be substituted for
the deceased, without requiring the appointment of an executor

or administrator and the court may appoint a guardian ad


litem for the minor heirs.
The court shall forthwith order said legal representative or
representatives to appear and be substituted within a period of
thirty (30) days from notice.
If no legal representative is named by the counsel for the
deceased party, or if the one so named shall fail to appear
within the specified period, the court may order the opposing
party, within a specified time to procure the appointment of an
executor or administrator for the estate of the deceased and the
latter shall immediately appear for and on behalf of the
deceased. The court charges in procuring such appointment, if
defrayed by the opposing party, may be recovered as costs.

Death certificate of Mr. Michael Green was attached as Annex C.


6. That the said loan is now overdue and the defendants refused and
failed to pay the amount despite demands made orally and in writing
by the plaintiff, as evidenced by the Demand Letter send by the
Banks Legal Counsel, dated January 01, 2014, photocopy of which is
hereto attached as Annex D and made an integral part hereof.
7. As a result, plaintiff was constrained to institute this case, incurring in
the process obligations for litigation expenses and attorneys fees in
the amount of P30,000.00, for which the defendants should be held
liable.

PRAYE R
WHEREFORE, it is most respectfully prayed of this Honorable Court
that after due hearing, judgment be rendered in favor of plaintiff and against
the defendant in this manner.

1. Ordering the defendant to pay plaintiff the amount of Seven


Hundred Fifty Thousand Pesos (P750,000) Philippine Currency,
with interest thereon at the rate of 36% per month,
compounded from September 15, 2013, and until the same is
fully paid; and
2. That the aforementioned condominium, which was the subject
of the Accommodation Mortgage, be sold at a public auction
should the defendants fail to pay the sums set forth in this
complaint and apply the proceeds thereof in accordance with
the dispositions of the law.
3. Ordering the defendant to pay the cost of this suit.
Plaintiff likewise prays for such other and further relief or reliefs as
this Honorable Court may deem just and equitable in the premises.
Mandaluyong City, Philippines, March 31, 2014.
GROUP ONE ASSOCIATES LAW
OFFICE
Counsel for the Plaintiff.
3rd. Floor New Era Building
No. 10 Magalang Street, Bgy. Pinyahan,
Mandaluyong City
For the Firm:
Juan Dela Cruz
IBP No. 827847, 6/8/12/Mandaluyong
City
PTR No. 576784, 6/8/12/Mandaluyong
City
MCLE
Compliance
No.
120989699/Makati City
Attorneys Roll No. 374435

VERIFICATION AND CERTIFICATION OF

NON-FORUM SHOPPING
I, Ang Bee Chin, of legal age, President of ABC Lending Corporation
located at No. 7 Ideal Street, Brgy. Additional Hills Mandaluyong City, under
oath, do hereby depose states that:
1. I am the complainant in the said case;
2. I have caused the preparation of the same and I attest to the
veracity of all the allegations stated herein;
3. I have read and understood all the allegations herein and that I
attest to the authenticity and veracity of all the documents
attached herein as based on my own personal knowledge,
information and belief;
4. I further certify that I have not commenced or filed any claim
involving the same issues herein with any other Court. Tribunal
or Quasi-Judicial Agency or I am not aware of any such other
case or claim pending before any other court, tribunal or quasijudicial agency; and
5. Should I thereafter learn of the filing or pendency of such similar
action or claim, I will inform this Honorable Court of such fact
within five (5) days from knowledge thereof.
IN WITNESS WHEREOF, I have hereunto affixed my hands this 31st
day of March, 2014 at Mandaluyong City, Philippines.
___________________
Ang Bee Chin
Affiant
SUBSCRIBED and SWORN TO before me this 31st day of March,
2014 at Mandaluyong City, Philippines, affiant exhibiting to me her Passport
ID Number EB12125311 issued on 9 th day of January, 2013 at
Mandaluyong City, Philippines.

NOTARY PUBLIC
Doc. No. __________
Page No. __________
Book No. __________
Series of 2014

ANNEX A
LOAN AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Loan Agreement is executed this 15 th day of September 2013, by and
between:
ABC FINANCE AND LENDING CORPORATION,
a corporation organized and existing under the
laws of the Philippines, with business address at
No. 7, Ideal St. Brgy. Addition Hills, Mandaluyong

City, herein duly represented by its President,


Ang Bee Chin, hereinafter referred to as the
LENDER;
- and
MICHAEL GREEN, of legal age, married, Filipino
citizen and residing at Unit 7C Shaw Residenza,
Shaw Boulevard, Barangay Addition Hills,
Mandaluyong City BORROWER.
-WITNESSETHThe LENDER has sufficient cash to lend to BORROWER, and the latter
has agreed to avail of a loan thereof, subject to the following terms and
condition:
1.

2.
3.
4.
5.

LENDER shall extend to BORROWER a cash loan in the amount


Pesos: Seven Hundred Fifty Thousand Pesos (P750,000.00), in
Philippine Currency, receipt of which is hereby acknowledged by the
parties.
The principal amount shall bear an interest of Thirty Six Pecent (36%)
per month compounded.
The PARTIES warrant that they have the necessary corporate
powers and are duly authorized to execute, deliver and perform its
obligations and duties under this Agreement;
This Agreement shall be binding upon the BORROWER, its estate
and permitted assigns and shall inure to the benefit of the LENDER,
its successors and assigns;
This Agreement, executed hereafter pursuant to the same,
constitutes the entire understanding between the parties in respect of
the matters dealt with therein and the terms and conditions hereof
may only be modified, altered or amended with the prior written
consent of the party of or parties against whom, such modification,
alteration, or amendment shall take effect.

IN WITNESS WHEREOF, the parties have executed this Agreement on the


date and place above specified.

ABC FINANCE AND LENDING CORPORATION


GREEN
LENDER
SIGNED IN THE PRESENCE OF:

MICHAEL
BORROWER

________________
___________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
MANDALUYONG CITY

)S.S.

BEFORE ME, this 15th of September 2013, in Mandaluyong City,


personally appeared:
Name
Ang Bee Chin
Michael Green

Passport ID Number
EB1212531
AB1234567

Issued at
Makati City
Pasay City

Issued on
January 9, 2013
July 15, 2012

known to me to be the same persons who executed the foregoing


instrument consisting two (2) pages including this Acknowledgment, and
who acknowledged to me that the same is their voluntary and free act and
deed and those of the parties represented.
IN WITNESS WHEREOF, I set my hand and affix my notarial seal on the
date and place above written.
NOTARY PUBLIC

Doc. No. _____;


Page No. _____;
Book No. _____;
Series of ______.

ANNEX B
This MORTGAGE is executed on 15 th day of September 2013 by Mr.
Michael Green, of legal age, Filipino citizen, married to Mrs. Michelle green,
and residing at Unit 7C Shaw Residenza, Shaw Boulevard, Barangay
Addition Hills, Mandaluyong City, hereinafter called the MORTGAGOR;
In favour of,
ABC FINANCE AND LENDING CORPORATION, a finance and lending
corporation duly organized and existing under the Laws of the Philippines,
having its principal office at No.7, Ideal St. Brgy. Addition Hills,
Mandaluyong City, herein referred to as the MORTGAGEE.

Whereas, the term Mortgagor and Mortgagee, unless repugnant to the


context shall mean and include their representatives heirs, successors,
executors, administrators, trustees, legal representatives and assigns.
Whereas, the Mortgagor herein, is accommodated by Manny Pacman
Holding Corporation, who is the sole and absolute owner of immovable
Property which is a Condominium Unit valued at FOUR MILLION PESOS
(P4,000,000.00) in Philippine currency, situated in Paranaque City.
Manny Pacman Holding Corporation has been in possession and
enjoyment of the mortgaged property and paying taxes and levies thereon,
as sole and absolute owner thereof.
Whereas Mortgagor being in need of money for the purpose of improving
its business, mortgagor requested the Mortgagee to lend him the sum of
Seven Hundred Fifty Thousand Pesos (P750,000.00) Philippine Currency,
which the Mortgagee has agreed to do on the Mortgagor executing these
presents with a view to secure the repayment thereof with interest as
herein after provided.
Whereas, Manny Pacman Holding Corporation agreed to signed this
foregoing instrument as maker, acceptor or indorser, without receiving valur
therefor, and for the purpose of lending his name to the Motgagor and he is
liable on this instrument to a holder for value.
The Loan Agreement has the following terms and conditions among others:
1. The principal loan obligation shall be payable in Three (3) Months
from time of execution of the Agreement;
2. The principal loan obligation shall incur an interest of 36% per month
compounded;
3. The loan was to mature on 31 December 2013;
IN WITNESS WHEREOF the Mortgagor has put his hand on 15 th day of
September 2013, at Mandaluyong City.

MORTGAGOR
MORTGAGEE
______________________
_______________________________________
Mr. Michael Green
ABC FINANCE AND LENDING
CORPORATION
Represented by Mr. Ang Bee Chin,
President
WITH MY MARITAL CONSENT:
______________________
Mr. Michelle Green, Wife of Mortgagor

MAKER:
______________________
Manny Pacman Holding Corporatio
Represented by Manny Pacman
SIGNED IN THE PRESENCE OF:
____________________
______________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
MANDALUYONG CITY

)S.S.

BEFORE ME, this 15th of September 2013, in Mandaluyong City,


personally appeared:

Name
Ang Bee Chin
Michael Green

Passport ID Number
EB1212531
AB1234567

Issued at
Makati City
Pasay City

Issued on
January 9, 2013
July 15, 2012

known to me to be the same persons who executed the foregoing


instrument consisting two (2) pages including this Acknowledgment, and
who acknowledged to me that the same is their voluntary and free act and
deed and those of the parties represented.
IN WITNESS WHEREOF, I set my hand and affix my notarial seal on the
date and place above written.
NOTARY PUBLIC
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of ______.

ANNEX C

DEATH CERTIFICATE

ANNEX D
DEMAND LETTER
January 1, 2014
TO:

Heirs of Mr. Michel Green and Mrs. Michelle Green


Surviving spouse of Mr. Michael Green
Unit 7C Shaw Residenza, Shaw Boulevard, Barangay Addition
Hills, Mandaluyong City

Mr. Michael Green has not yet paid a debt owed to ABC FINANCE AND
LENDING CORPORATION which he has incurred on September 15, 2013.
The amount remaining unpaid is the principal debt amounting to Seven
Hundred Fifty Thousand Pesos (P750,000.00) Philippine Currency, plus an
interest of 36% per month compounded. Demand is hereby made to you in
view of Mr. Michael Greens death, that this money be paid. Unless,
payment is received by the undersigned no later than March 1, 2014, a
lawsuit will be brought against you as heirs and wife of Mr. Michael Green.
Sincerely,
Mr. Ang Bee Chin
President, ABC FINANCE AND LENDING CORPORATION
No.7, Ideal St. Brgy. Addition Hills, Mandaluyong City
January 1, 2014
TO:

Manny Pacman
Owner of Manny Pacman Holding Corporation
Unit 101 Dionisia Subdivision, Shaw Boulevard, Barangay
Mountain Hills, Mandaluyong City;

Mr. Michael Green has not yet paid a debt owed to ABC FINANCE AND
LENDING CORPORATION which he has incurred on September 15, 2013.
The amount remaining unpaid is the principal debt amounting to Seven
Hundred Fifty Thousand Pesos (P750,000.00) Philippine Currency, plus an
interest of 36% per month compounded. You are part of this transaction as
maker of the Accommodation Mortgage as a security for the loan thereby

making you liable in case the principal debt/obligation remained unpaid.


Hence, demand is hereby made to you that this money be paid. Unless,
payment is received by the undersigned no later than March 1, 2014, a
lawsuit will be brought against you.
Sincerely,
Mr. Ang Bee Chin
President, ABC FINANCE AND LENDING CORPORATION
No.7, Ideal St. Brgy. Addition Hills, Mandaluyong City

PROMISSORY NOTE

Php 500, 000.00

FOR VALUE RECEIVED, I promise to pay without need of demand to the order of Juan de Dios,
at his office at Dr. #8 Topaz St., Bajada, Davao City, the principal amount of Five Hundred
Thousand Pesos (P500,000.00), Philippine Currency, on or before August 01, 2010. In
addition to the foregoing, I promise to pay an interest rate of One percent (1%) every month,
commencing from the month of February 2010 until this note is fully paid.
In case of default of payment, I agree to pay a penalty equivalent to Three (3%) percent
every month based on the total amount due and demandable until fully paid. Should it
become necessary to collect this note with the services of a lawyer, I shall pay an amount
equivalent to Ten Percent (10%) of the amount claimed in the complaint as attorneys fees,
exclusive of costs of litigation and other expenses.
January 02, 2010 at Sara-Lee Law Office, Davao City, Philippines

(Sgd)
Pedro Santos

The Law Firm of


SARA LEE & ASSOCIATES
Dr. #4 JVM Bldg., Bajada, Davao City
Telephone no. (082) 286-7843

August 08, 2010


Mr. Pedro Santos
Dr. #3 Opal St., Marfori Subd.
Bajada, Davao City
Dear Mr. Pedro Santos,

We write to you in behalf of our client, Juan de Dios, a proprietor of Pacific Construction and
Development. It appears that sometime on January 02, 2010, you executed a promissory
note in favor of our client Juan de Dios, promising to pay the principal amount of Five
Hundred Thousand Pesos (Php 500,000.00) on or before August 01, 2010 plus a monthly
interest of One percent (1%).
However, up to the present, you have not acted on our clients demand to pay him the
aforementioned amount. Hence, we are giving you a period of Five (5) days from receipt
hereof to pay him the amount of Five Hundred Thousand Pesos (P500,000.00), representing
the principal amount and the amount of Thirty Five Thousand Pesos (P35,000.00)
representing the total monthly interest. Please deliver the amount in our office anytime
between 9:00a.m.5:00p.m. Our office is located Dr. #4 JVM Bldg., Bajada, Davao City
If you still fail and / or refuse to settle the same, we will be constrained to resort to legal
action to protect the interests of our above-named client, in which case requires you to
additional costs and expenses.
Hoping that you will give this matter your favorable attention and immediate action.
Truly yours,
Atty. Myla Ruth N. Sara
Counsel for plaintif

Republic of the Philippines


Regional Trial Court
11th Judicial Region

Branch ___, Davao City

JUAN DE DIOS,
Plaintiff,
Civil Case No. ________________
For: Collection of Sum of Money,
Attorneys Fees and Other Reliefs

- versus -

PEDRO SANTOS,

Defendants.

x--------------------------------------------------x
COMPLAINT
Plaintif, by counsel, unto this Honorable Court most respectfully alleges:
1.

That plaintif is of legal age, married, Filipino and a proprietor of Pacific Construction
and Development, a company organized and existing under the laws of the Philippines with
principal office at Dr. #8 Topaz St., Bajada, Davao City. They may be served with notices,
orders and processes of this Honorable Court through undersigned counsel.

2.

That defendant Pedro Santos is of legal age, single, Filipino and with residence at #3
Opal St., Marfori Heights, Davao City, where he may be served with summons.

3.

That plaintif and defendant have capacity to sue and be sued.

4.

That sometime on 02 January 2010, in the city of Davao, for value received, the
defendant executed a promissory note in favor of the plaintif Juan de Dios in the sum of Five
Hundred Thousand Pesos (P500,000.00) to be fully paid on or before 01 August 2010 plus an
interest rate of One percent (1%) every month, commencing from the month of February
2010 until fully paid.

5. That a photocopy of the said promissory note is hereto attached as ANNEX A.

6. That despite the lapse of period, defendant Pedro Santos failed to pay, despite
several demands, the principal amount of Five Hundred Thousand Pesos (P500,000.00), on
or before 01 August 2010 plus an interest rate of One percent (1%) every month and
therefore plaintif, through his counsel, sent a demand letter to defendant demanding him to
pay the principal amount of Five Hundred Thousand Pesos (P500, 000.00) plus Thirty Five
Thousand (P35, 000.00) representing the total monthly interest.

7. That a photocopy of the aforementioned demand letter is hereto attached ANNEX


B.
8. That all other subsequent demands made by the plaintif were all met by adamant
refusal by defendant.

PRAYER
WHEREFORE, after hearing and trial, judgment is rendered in favor of plaintif and
against defendant, ordering the latter as follows:

1. To pay plaintif the amount of Five Hundred Thousand Pesos (P 500,000.00) and
Thirty Five Thousand Pesos (P35, 000.00) representing the total monthly interest.
2. Attorneys fees equivalent to Ten Percent (10%) of the principal amount.
3. Costs of litigation.
4. Other just and equitable relief.
Davao City, Philippines, 01 September 2010

Atty. Myla Ruth N. Sara


Counsel for plaintif
Dr. #4 JVM Bldg., Bajada, Davao City
PTR No. 1473621, 01-08-2010

IBP OR NO. 123041, 01-08-2010


Roll No. 489023

REPUBLIC OF THE PHILIPPINES )


CITY OF DAVAO
) S.S.
x--------------------------------------------------x
VERIFICATION AND CERTIFICATE
I, JUAN DE DIOS, of legal age, legal age, married, Filipino and a proprietor of Pacific
Construction and Development, a company organized and existing under the laws of the
Philippines with principal office at Dr. #8 Topaz St., Bajada, Davao City, after having sworn to
in accordance with law, hereby depose and state:
1.
2.

That I am the Plaintif in the above-entitled case.


That I caused the preparation of this complaint, and have read it; and the

contents thereof are true and correct of my personal knowledge and as based on the records
on hand.

3. That I further certify that I have not commenced any action or filed any claim
involving the same issued in any court, tribunal or quasi-judicial agency, and there is no other
action or claim pending therein; that if there is any such pending action or claim or similar
action or claim is pending, I shall immediately report that fact to this Honorable Court, within
five (5) days from knowledge thereof.

IN WITNESS THEREOF, I hereunto affix my signature this 1 st day September 2010,


Davao City, Philippines.
JUAN DE DIOS
Affiant

SUBSCRIBED AND SWORN TO before me this 1 st day of September 2010, at Davao


City, Philippines, affiant exhibiting to me his Drivers License No. 0926745688 issued in
Davao City on 08 December 2009.
Atty. Myla Ruth N. Sara
Notary Public
Until December 31, 2010
PTR No. 1473621, 01-08-2010
IBP OR NO. 123041, 01-08-2010
Roll No. 489023

Doc. No. 72;


Page No. 539;
Book No. II;
Series of 2010

Complaint for Collection for Sum of Money, Annulment of Contract and Checks with Prayer for
Preliminary Injunction and Temporary Restraining Order
SECOND CAUSE OF ACTION
11. Defendant Atty. Nepthalie Segarra arranged a loan in the amount of ONE MILLION AND
FIVE HUNDRED THOUSAND (P1,500,000.00) PESOS for plaintiff at his own initiative;
12. Defendant Atty. Nepthalie Segarra received the P1,500,000.00 on or about March 10,
1998 from defendant Nestor Salvador in behalf of and for delivery to plaintiff;
13. Defendant Atty. Nepthalie Segarra paid Farmers Bank the amount of P1,049,266.12
leaving a balance of more than P450,000.00 in his possession. A copy of the receipt
evidencing payment is herewith attached as Annex "A" and made an integral part hereof;
14. Defendant Atty. Nepthalie Segarra made plaintiff sign a Promissory Note evidencing the
loan ofP1,500,000.00. A copy of said Promissory Note is herewith attached as Annex "B" and
made an integral part hereof; [Underscoring supplied]
26

Ludolfo P. Muoz, Jr. (Muoz) filed a complaint for sum of money and damages with an application
for issuance of a writ of preliminary attachment against Carlos A. Loria (Loria) with the Regional Trial
Court of Legazpi City.
5

In his complaint, Muoz alleged that he has been engaged in construction under the name, "Ludolfo
P. Muoz, Jr. Construction." In August 2000, Loria visited Muoz in his office in Doa Maria
Subdivision in Daraga, Albay. He invited Muoz to advance P2,000,000.00 for a subcontract of
a P50,000,000.00 river-dredging project in Guinobatan.
6

Loria represented that he would makearrangements such that Elizaldy Co, owner of Sunwest
Construction and Development Corporation, would turn out to be the lowest bidder for the project.
Elizaldy Co would payP8,000,000.00 to ensure the projects award to Sunwest. After the award to
Sunwest, Sunwest would subcontract 20% or P10,000,000.00 worth of the project to Muoz.
7

Since Muoz had known Loria for five years, Muoz accepted Lorias proposal.

On October 2, 2000, Muoz requested Allied Bank to release P3,000,000.00 from his joint account
withhis business partner, Christopher Co, to a certain Grace delos Santos (delos Santos). Loria then
obtained the money from delos Santos.
9

Four days later, P1,800,000.00 of the P3,000,000.00 was returned to Muoz.

10

On January 10, 2001, Loria collectedMuozs P800,000.00 balance. After deducting Lorias personal
loans from Muoz, Muoz issued a check to Loria for P481,800.00. Loria acknowledged receiving
this amount from Muoz.
11

The project to dredge the Masarawag and San Francisco Rivers in Guinobatan was subjected to
public bidding. The project was awarded to the lowest bidder, Sunwest Construction and
Development Corporation.
12

Sunwest allegedly finished dredging the Masarawag and San Francisco Rivers without
subcontracting Muoz. With the project allegedly finished, Muozdemanded Loria to return
his P2,000,000.00. Loria, however, did not return the money.
13

14

Muoz first charged Loria and Elizaldy Co with estafa. This criminal case was dismissed by the
Municipal Trial Court of Daraga, Albay for lack of probable cause.
15

Muoz then filed the complaint for sum of money. The case was raffled to Branch 6 and presidedby
Judge Vladimir B. Brusola.
16

We note that respondents complaint for a sum of money is based mainly on the alleged failure of
petitioner to pay the balance of US$615,620.33 under the Memorandum of Agreement. Quoting
petitioners Answer, it is obvious that it admitted the foregoing material allegations in paragraphs 3, 4
and 5 of the complaint, which states as follows:
3. The [Petitioner] ASIAN CONSTRUCTION AND DEVELOPMENT CORPORATION
("ASIAKONSTRUKT" for brevity), is a corporation duly incorporated under the laws of the
Philippines, with capacity to sue and be sued, and with business address at the Second
Floor, Union Ajinomoto Building, Sen. Gil Puyat Avenue, Makati City, and within the
jurisdiction of this Honorable Court; and where it may be served with summons and other
court processes of this Honorable Court,
4. That the [respondent] and the [petitioner] entered into a Memorandum of Agreement in
Makati City, within the jurisdiction of this Honorable Court, dated February 17, 1998, wherein
the [Petitioner] corporation agreed with and ordered the herein [Respondent], as Contractor,
to design and install INSUPANEL SYSTEMS at various pavilions, etc. at expo projects site;
and specifically for the Phase I project at an agreed amount of US$3,745,287.94(Par. 2.1). A
xerox copy of this Memorandum of Agreement dated February 17, 1998 between
[Respondent] and [Petitioner] consisting of six (6) pages, is attached hereto as Annex B and
made an integral part hereof.
5. That pursuant to this Memorandum of Agreement (Exhibit B)and contract price of
US$3,745,287.94, various payments have been made by [Petitioner] Corporation on this
Phase I project totaling US$3,129,667.32, thus leaving a balance of US$615,620.33.
18

The controversy arose from a Complaint for a Sum of Money3 filed by petitioner Pua against
respondent-spouses Benito Lo Bun Tiong Benito) and Caroline Siok Ching Teng Caroline). In the
complaint, Pua prayed that, among other things, respondents, or then defendants, pay Pua the
amount eight million five hundred thousand pesos (PhP 8,500,000), covered by a check. (Exhibit "A,"
for plaintiff)
During trial, petitioner Pua clarified that the PhP 8,500,000 check was given by respondents to pay
the loans they obtained from her under a compounded interest agreement on various dates in
1988.4 As Pua narrated, her sister, Lilian Balboa (Lilian), vouched for respondents ability to pay so
that when respondents approached her, she immediately acceded and lent money to respondents
without requiring any collateral except post-dated checks bearing the borrowed amounts. 5 In all,
respondents issued 176 checks for a total amount of one million nine hundred seventy-five thousand
pesos (PhP 1,975,000). These checks were dishonored upon presentment to the drawee bank. 7
As a result of the dishonor, petitioner demanded payment. Respondents, however, pleaded for more
time because of their financial difficulties.8 Petitioner Pua obliged and simply reminded the
respondents of their indebtedness from time to time.9
Sometime in September 1996, when their financial situation turned better, respondents allegedly
called and asked petitioner Pua for the computation of their loan obligations. 10 Hence, petitioner
handed them a computation dated October 2, 199611 which showed that, at the agreed 2%
compounded interest rate per month, the amount of the loan payable to petitioner rose to thirteen
million two hundred eighteen thousand five hundred forty-four pesos and 20/100 (PhP
13,218,544.20).12 On receiving the computation, the respondents asked petitioner to reduce their
indebtedness to PhP 8,500,000.13 Wanting to get paid the soonest possible time, petitioner Pua
agreed to the lowered amount.14
Respondents then delivered to petitioner Asiatrust Check No. BND057750 bearing the reduced
amount of PhP 8,500,000 dated March 30, 1997 with the assurance that the check was good. 15 In
turn, respondents demanded the return of the 17 previously dishonored checks. Petitioner, however,
refused to return the bad checks and advised respondents that she will do so only after the
encashment of Asiatrust Check No. BND057750.16
Like the 17 checks, however, Check No. BND057750 was also dishonored when it was presented by
petitioner to the drawee bank. Hence, as claimed by petitioner, she decided to file a complaint to
collect the money owed her by respondents.
Respondent Caroline categorically denied having completed Check No. BND057750 by using a
check writer or typewriter as she had no check writer and she had always completed checks in her
own handwriting.23 She insisted that petitioner and her sister completed the check after its
delivery.24 Furthermore, she could not have gone to see petitioner Pua with her husband as they had
been separated in fact for nearly 10 years.25 As for the 17 checks issued by her in 1988, Caroline
alleged that they were not intended for Pua but were issued for the benefit of other
persons.26 Caroline postulated that the complaint is designed to allow Puas sister, Lilian, to recover
her losses in the foreign exchange business she had with Caroline in the 1980s. Respondent Benito
corroborated Carolines testimony respecting their almost a decade separation. 27 As such, he could
not have had accompanied his wife to see petitioner to persuade the latter to lower down any
alleged indebtedness.28 In fact, Benito declared, before the filing of the Complaint, he had never met
petitioner Pua, let alone approached her with his wife to borrow money.29 He claimed that he was
impleaded in the case to attach his property and force him to enter into an amicable settlement with
petitioner.30 Benito pointed out that Check No. BND057750 was issued under Asiatrust Account No.
5513-0054-9, which is solely under the name of his wife. 31

The witness for the respondents, Ms. Tuazon, testified that respondent Caroline opened Asiatrust
Account No. 5513-0054-9 in September 1994.32 She claimed that the average maintaining balance of
respondent Caroline was PhP 2,000 and the highest amount issued by Caroline from her account
was PhP 435,000.33 She maintained that respondent Caroline had always completed her checks with
her own handwriting and not with a check writer. On October 15, 1996, Carolines checking account
was closed at the instance of the bank due to 69 instances of check issuance against insufficient
balance.34

n the main, petitioner asserts that respondents owed her a sum of money way back in 1988 for
which the latter gave her several checks. These checks, however, had all been dishonored and
petitioner has not been paid the amount of the loan plus the agreed interest. In 1996, respondents
approached her to get the computation of their liability including the 2% compounded interest. After
bargaining to lower the amount of their liability, respondents supposedly gave her a postdated check
bearing the discounted amount of the money they owed to petitioner. Like the 1988 checks, the
drawee bank likewise dishonored this check. To prove her allegations, petitioner submitted the
original copies of the 17 checks issued by respondent Caroline in 1988 and the check issued in
1996, Asiatrust Check No. BND057750. In ruling in her favor, the RTC sustained the version of the
facts presented by petitioner.
Respondents, on the other hand, completely deny the existence of the debt asserting that they had
never approached petitioner to borrow money in 1988 or in 1996. They hypothesize, instead, that
petitioner Pua is simply acting at the instance of her sister, Lilian, to file a false charge against them
using a check left to fund a gambling business previously operated by Lilian and respondent
Caroline. While not saying so in express terms, the appellate court considered respondents denial
as worthy of belief.

he claim of Caroline Siok Ching Teng that the three (3) checks were part of the blank checks she
issued and delivered to Lilian Balboa, wife of plaintiff-appellee, and intended solely for the
operational expenses of their mahjong business is belied by her admission that she issued three (3)
checks (Exhs. "A", "B" "C") because Vicente showed the listing of their account
totaling P5,175,250.00 (TSN, November 17, 1997, p. 10).64 x x x
Clearly, respondents defense that Caroline left blank checks with petitioners sister who, it is said, is
now determined to recoup her past losses and bring financial ruin to respondents by falsifying the
same blank checks, had already been thoroughly passed upon and rejected by this Court. It cannot,
therefore, be used to support respondents denial of their liability.
Respondents other defenses are equally unconvincing. They assert that petitioner could not have
accepted a check worth PhP 8.5 million considering that she should have known that respondent
Caroline had issued several checks for PhP 25,000 each in favor of Lilian and all of them had
bounced.65 Needless to state, an act done contrary to law cannot be sustained to defeat a legal
obligation; repeated failure to honor obligations covered by several negotiable instruments cannot
serve to defeat yet another obligation covered by another instrument.
Indeed, it seems that respondent Caroline had displayed a cavalier attitude towards the value, and
the obligation concomitant with the issuance, of a check. As attested to by respondents very own
witness, respondent Caroline has a documented history of issuing insufficiently funded checks for 69
times, at the very least.66 This fact alone bolsters petitioners allegation that the checks delivered to
her by respondent Caroline were similarly not funded.

Through a Special Power of Attorney (SPA), the respondent authorized Engr. Leonardo A. Parada
(Leonardo), the eldest of his three children, to perform the following acts in his behalf: a) to file a
complaint against the petitioner for sum of money with damages; and b) to testify in the trial thereof
and sign all papers and documents related thereto, with full powers to enter into stipulation and
compromise.15 Incidentally, the respondent, a widower, died of cardio-pulmonary arrest on January
21,2009,16 survived by his legitimate children, namely, Leonardo, Luis, Jr., and Lalaine, all surnamed
Parada. They have since substituted him in this petition, per the Resolution of the Supreme Court
dated September 2, 2009.17 Also, on July 23, 2009, Luis, Jr. and Lalaine Parada executed an SPA
authorizing their brother Leonardo to represent them in the instant petition. 18
In the verification and certification of non-forum shopping attached to the complaint in Civil Case No.
Q01-45212, Leonardo as attorney-in-fact of his father acknowledged as follows:
xxxx
That I/we am/are the Plaintiff in the above-captioned case;
That I/we have caused the preparation of this Complaint;
That I/we have read the same and that all the allegations therein are true and correct to the best of
my/our knowledge;
x x x x.19
In this petition, the petitioner reiterates its argument before the CA that the above verification is
invalid, since the SPA executed by the respondent did not specifically include an authority for
Leonardo to sign the verification and certification of non-forum shopping, thus rendering the
complaint defective for violation of Sections 4 and 5 of Rule
A sole proprietorship has no
juridical personality separate and
distinct from that of its owner, and
need not be impleaded as a partyplaintiff in a civil case.
On the question of whether Genlite Industries should have been impleaded as a party-plaintiff,
Section 1 of Rule 3 of the Rules of Court provides that only natural or juridical persons or entities
authorized by law may be parties in a civil case.

Petitioner Veterans Philippine Scout Security Agency, Inc. (Veterans) is a corporation duly organized
and existing under Philippine laws. It is engaged in the business of providing security services.
Respondent First Dominion Prime Holdings, Inc. (FDPHI), on the other hand, is a holding investment
and management company which owns and operates various subsidiaries and affiliates. Among its
subsidiaries are Clearwater Tuna Corporation, Maranaw Canning Corporation and Nautica Canning
Corporation, collectively referred to as the FDPHI Group of Companies. Said companies are
engaged in the production of canned tuna.
On February 15, 2001, respondent FDPHI and its aforementioned subsidiaries jointly filed before the
RTC of Pasig City, Branch 158 a Petition for Rehabilitation. 4 Said petition was docketed as Civil
Case No. 68343. Attached to the petition was a Schedule of Debts and Liabilities as of January 31,
2001 showing that Clearwater Tuna Corporation (Clearwater) had an outstanding indebtedness to
petitioner in the total amount of P356,842.42.5 Said amount represents the security services
rendered by petitioner to Clearwater pursuant to a Contract of Guard Services 6 between petitioner
and Inglenook Food Corporation (Clearwaters former name) for the latters manufacturing facility at
the Navotas Fish Port Complex.
After finding the petition sufficient in form and substance, the Rehabilitation Court issued a Stay
Order7 on February 22, 2001. The dispositive portion of the order reads:
WHEREFORE, the Petition being sufficient in form and substance, a stay order pursuant to Section
6, Rule 4 of the Interim Rules of Procedure on Corporate Rehabilitation is issued as follows:
(a) Staying enforcement of all claims, whether for money or otherwise and whether such
enforcement is by court action or otherwise, including the extra-judicial foreclosure proceedings in
EJF Case No. 01-02, entitled "Metropolitan Bank and Trust Co. vs. Nautica Canning Corporation", of
the Regional Trial Court of General Santos City, against petitioner FDPHI Group of Companies,
comprising of petitioners First Dominion Prime Holdings, Inc., and its subsidiaries, petitioners
Nautica Canning Corporation, Maranaw Canning Corporation and Clearwater
Tuna Corporation, their guarantors and sureties not solidarily liable with the petitioners;
(b) Prohibiting petitioner FDPHI Group of Companies from selling, encumbering, transferring, or
disposing in any manner any of its properties, except in the ordinary course of business;
(c) Prohibiting petitioner FDPHI Group of Companies from making any payment of its liabilities
outstanding as [of] the date of filing of the Petition;
xxxx
Mr. Monico V. Jacob is appointed rehabilitation receiver who can assume the position upon his
taking an oath and after posting a bond in the amount of Five Hundred Thousand (P 500,000.00)
Pesos, executed in favor of petitioner FDPHI Group of Companies, to guarantee that he will faithfully
discharge his duties and the orders of this Court.
Let this Stay Order be published in a newspaper of general circulation in the Philippines once a
week for two (2) consecutive weeks from date of the Order.
All creditors and all interested parties (including the Securities and Exchange Commission) are
directed to file and serve on the petitioner FDPHI Group of Companies, their verified comment on, or

opposition to, the Petition, with supporting affidavits and documents, not later than ten (10) days
before the date of the initial hearing. x x x8
The FDPHI Group of Companies caused the publication of the stay order to give notice to the whole
world of the filing and pendency of the rehabilitation proceedings. Thereafter, after due proceedings,
the Rehabilitation Court approved the rehabilitation plan submitted by FDPHI and its subsidiaries.
On October 24, 2003, the Rehabilitation Court likewise issued an Order 9 approving the Amended
Rehabilitation Plan for the FDPHI Group of Companies. The fallo of the October 24, 2003 Order
reads:
WHEREFORE, petitioners Motion to Amend their Rehabilitation Plan is GRANTED and the
Amended Rehabilitation Plan (as of August 26, 2003) which is attached as Annex "A" and made
integral part of this Order is APPROVED.
All provisions of the original Rehabilitation Plan approved by this Court on February 22, 2002 that
are not inconsistent or incompatible with the said Amended Rehabilitation Plan (as of August 26,
2003) shall remain in effect.
Consequently, petitioners are strictly enjoined to abide by the terms and conditions of the original
Rehabilitation Plan approved on February 22, 2002 as amended by the Amended Rehabilitation Plan
(as of August 26, 2003), and they shall, in consultation with the Rehabilitation Receiver, unless
directed otherwise, submit a quarterly report on the progress of the implementation of the
Rehabilitation Plan.
The Rehabilitation Receiver is directed to furnish all the concerned parties including the Securities
and Exchange Commission, copies of this Order and its Annex "A" within ten (10) days from October
28, 2003. He will then furnish this Court proof of service of his undertaking.
SO ORDERED.10
Subsequently, petitioner filed a Complaint11 for Sum of Money and Damages against Clearwater
and/or Atty. Jacob in his capacity as appointed Receiver before the Metropolitan Trial Court (MeTC),
Branch 31, of Quezon City. The complaint, which was filed on May 27, 2004, was docketed as Civil
Case No. 32932. Essentially, petitioner sought to recover from Clearwater the amount
of P 372,219.80 representing the unpaid security services rendered by petitioner from January 16,
2000 to January 31, 2001 pursuant to their contract. On May 24, 2005, the MeTC dismissed the
complaint for failure to prosecute,12 but later reinstated the same upon motion for reconsideration by
petitioner.13
On October 20, 2005, petitioner filed an Amended Complaint14 for Sum of Money and Damages
against herein respondent FDPHI averring that Clearwater had changed its business name to First
Dominion Prime Holdings, Inc.
Respondent FDPHI filed a Motion to Dismiss15 anchored on the following grounds: (1) petitioners
claim for payment of security services is barred by res judicata; (2) the filing of the complaint
constitutes forum shopping; and (3) the complaint fails to state a cause of action against respondent
FDPHI. Respondent asserted that petitioners claim is barred as the same had been settled,
determined and finally adjudicated in the Amended Rehabilitation Plan approved by the
Rehabilitation Court and that the filing of the complaint constitutes forum shopping since petitioner
was fully aware of the pendency of the rehabilitation proceedings involving Clearwater in Civil Case
No. 68343. Respondent likewise argued that the complaint failed to state a cause of action against
respondent FDPHI since as shown in the allegations in the amended complaint itself, as well as the

annexes attached thereto, the obligation sought to be enforced by petitioner is not an obligation
contracted by respondent FDPHI but by Clearwater under its former name Inglenook Food
Corporation.
Petitioner thereafter duly filed its Comment and/or Opposition to the Motion to Dismiss to which
respondent filed a reply.
On April 23, 2007, the MeTC issued a Resolution16 granting respondents motion to dismiss. In
dismissing the amended complaint, the trial court noted that despite the publication and notice of the
petition for rehabilitation in Civil Case No. 68343, petitioner had not filed any comment or opposition
to the petition nor participated in the proceedings. Hence, petitioner was bound by the Rehabilitation
Courts February 22, 2001 stay order staying enforcement of all claims against the FDPHI Group of
Companies as well as the October 24, 2003 Order approving the Amended Rehabilitation Plan which
had already become final. Furthermore, the trial court was convinced that the Amended Complaint
failed to state a cause of action against respondent. The trial court noted that the contract for
security services was entered into by petitioner and Inglenook Food Corporation, now Clearwater.
Respondent FDPHI had no participation whatsoever nor had respondent benefitted from the said
contract. The MeTC was also not persuaded by petitioners claim that respondent FDPHI acted as
an "umbrella company" of all the other corporations which filed a petition for rehabilitation.
Aggrieved, petitioner sought reconsideration of the said Resolution, but the MeTC denied the same
for lack of merit in a Resolution17 dated October 23, 2007. The MeTC likewise denied petitioners
alternative prayer that the dismissal be declared to be without prejudice, stressing that the dismissal
of the case was not merely for failure to state a cause of action but also for having been barred by
the Rehabilitation Courts Stay Order and by its Order finally approving the Amended Rehabilitation
Plan.
Unsatisfied, petitioner appealed to the RTC. On June 4, 2008, 18 the RTC partially granted petitioners
appeal. While the RTC dismissed the Amended Complaint for failure to state a cause of action,
nevertheless, it found that the dismissal is without prejudice to petitioners reinstitution of a separate
action for the enforcement of its claim because purportedly, the Stay Order and the approved
Amended Rehabilitation Plan for the FDPHI Group of Companies "cannot operate to deprive
petitioners right to present its own case or have the effect of stifling such right." 19
Respondent FDPHI moved for partial reconsideration of the RTC decision insofar as it declared the
dismissal of the Amended Complaint to be "without prejudice," but the motion was denied in an
Order20 dated October 7, 2008. Thus, respondent FDPHI appealed to the CA.
On August 24, 2009, the CA as aforesaid, reversed the trial courts June 4, 2008 Decision and
October 7, 2008 Order. The CA agreed with the ruling of the MeTC that the issuance of a stay order
and the appointment of a rehabilitation receiver in the petition for rehabilitation jointly filed by FDPHI
and its subsidiaries including Clearwater stayed the enforcement of all claims, including petitioners
money claim. Pertinently, the CA ruled that:
Hence, considering that the obligation under the Contract of Guard Services was contracted solely
by Clearwater under its former name, Inglenook Food Corporation, and since the claim is recognized
and admitted as debt of Clearwater in the Rehabilitation Proceedings, respondent has no cause of
action to bring a separate suit for collection of sum of money against petitioner.
WHEREFORE, premises considered, the petition is hereby GRANTED. The Decision of the RTC,
Branch 76, Quezon City dated June 4, 2008 and the Order dated October 7, 2008, in Civil Case No.
Q-07-61692 are hereby REVERSED and SET ASIDE. The Resolutions dated April 23, 2007 and

October 23, 2007 of the MTC, Branch 31, Quezon City, in Civil Case No. 32932 are hereby
AFFIRMED.
SO ORDERED.21
Petitioner sought reconsideration of the CA decision, but its motion was denied by the CA in the
assailed Resolution22 dated December 17, 2009.
Hence, this petition.
Petitioner contends that the dismissal of the Amended Complaint against respondent FDPHI does
not bar petitioner from instituting an action for collection of money against Clearwater. Petitioner
faults the CA for ruling that Clearwaters debt to petitioner was already covered by the Amended
Rehabilitation Plan and insists that said debt was not included in the schedule of payments under
the Amended Rehabilitation Plan. According to petitioner, the Amended Rehabilitation Plan only
pertains to respondent FDPHI and Maranaw Canning Corporation, which remains operational. It is
not applicable to Clearwater considering that there was no mention of how the plan will operate to
benefit Clearwater and its creditors. Purportedly, Clearwaters petition for rehabilitation was not
pursued or was in effect denied. And the amended plan not being applicable to Clearwater, petitioner
argues that its approval will not preclude petitioner from instituting a separate action to enforce its
claim.
We deny the petition.
First of all, it must not be overlooked that petitioner initially filed its complaint against Clearwater but
its complaint was dismissed for failure to prosecute. Petitioner amended its complaint and impleaded
respondent FDPHI as defendant, on its own allegation that Clearwater had changed its name to
herein respondent First Dominion Prime Holdings, Inc. However, as can be gleaned from the records
and pleadings of the parties, respondent FDPHI and Clearwater are two separate corporate entities
and the obligation petitioner seeks to enforce was not contracted between petitioner and respondent
FDPHI but by petitioner and Clearwater under its former name, Inglenook Foods Corporation. For
this reason, both the trial court and the appellate court are in agreement that the Amended
Complaint fails to state a cause of action against respondent FDPHI. On this ground alone, the
Amended Complaint filed by petitioner against respondent FDPHI was properly dismissed. Indeed,
while respondent FDPHI may be the parent company of Clearwater, these two corporations have
distinct and separate juridical personalities and therefore respondent FDPHI cannot be held liable for
the debts of its subsidiary Clearwater nor can respondent FDPHI assume the liabilities of Clearwater.
As aptly found by the CA:
Clearwater and FDPHI have been organized as separate corporate entities, as evidenced by their
respective Certificates of Filing of Amended Articles of Incorporation on file with the Securities and
Exchange Commission. The filing of petitioner of Joint Petition for Rehabilitation for the FDPHI
Group of Companies cannot in any way be taken as an assumption by petitioner of any liability of
Clearwater. It must be noted that in the Consolidated Inventory of Assets and Consolidated Schedule
of Accounts Receivables of the FDPHI Group of Companies, Clearwater holds assets entirely
separate from its parent company.24
Now as to the issue of whether the existence of the corporate rehabilitation proceedings of the
FDPHI Group of Companies has the effect of barring petitioner from asserting its claim for the
payment of security services against Clearwater by reason of the approved Amended Rehabilitation
Plan, we rule in the affirmative.

An essential function of corporate rehabilitation is the mechanism of suspension of all actions and
claims against the distressed corporation upon the due appointment of a management committee or
rehabilitation receiver.25Section 6(c) of PD 902-A mandates that upon appointment of a management
committee, rehabilitation receiver, board, or body, all actions for claims against corporations,
partnerships or associations under management or receivership pending before any court, tribunal,
board, or body shall be suspended. The actions to be suspended cover all claims against a
distressed corporation whether for damages founded on a breach of contract of carriage, labor
cases, collection suits or any other claims of pecuniary nature. Jurisprudence is settled that the
suspension of proceedings referred to in the law uniformly applies to "all actions for claims" filed
against the corporation, partnership or association under management or receivership, without
distinction, except only those expenses incurred in the ordinary course of business. 26 The stay order
is effective on all creditors of the corporation without distinction, whether secured or unsecured.
Thus, petitioners action to collect the sum owed to it is not exempted from the coverage of the stay
order. The enforcement of petitioners claim through court action is likewise suspended to give way
to the speedy and effective rehabilitation of the FDPHI Group of Companies.
The justification for the suspension of actions or claims, without distinction, pending rehabilitation
proceedings is to enable the management committee or rehabilitation receiver to effectively exercise
its/his powers free from any judicial or extrajudicial interference that might unduly hinder or prevent
the "rescue" of the debtor company.27 To allow such other actions to continue would only add to the
burden of the management committee or rehabilitation receiver, whose time, effort and resources
would be wasted in defending claims against the corporation instead of being directed toward its
restructuring and rehabilitation.28 It is worthy to note that the stay order remains effective during the
duration of the rehabilitation proceedings.
However, in an attempt to exempt its money claim from the coverage of the rehabilitation
proceedings, petitioner claims that Clearwater was denied rehabilitation and asserts that the
Amended Rehabilitation Plan did not include Clearwaters obligation to petitioner. This contention,
however, is bereft of merit.
Nothing in the records of the case supports petitioners claim that the petition for rehabilitation of
Clearwater was denied or was not pursued. On the contrary, the rehabilitation proceedings involved
all the petitioning corporations, i.e., FDPHI, Maranaw Canning Corporation, Clearwater Tuna
Corporation and Nautica Canning Corporation. The stay order issued by the rehabilitation court also
stayed the enforcement of all the claims against FDPHI and its subsidiaries including Clearwater.
More, the approved Amended Rehabilitation Plan covered all the debts of the FDPHI Group of
Companies. The fact that Clearwater was not specifically mentioned in the Amended Rehabilitation
Plan does not mean the denial of its rehabilitation. A careful perusal of the Amended Rehabilitation
Plan would show that all the assets and liabilities of FDPHI and its subsidiaries undergoing
rehabilitation were collectively managed and a payment scheme was introduced for the settlement of
all of the FDPHI Groups secured and unsecured creditors. The Breakdown and Management of the
First Dominion Groups Secured and Unsecured Debt29 in the Amended Rehabilitation Plan provides:
3.3. The First Dominion Groups Unsecured Debt to the bank and trade creditors in the aggregate
sum of P 2,392,095,015.94 shall be managed as follows:
3.3.1. One percent (1%) of the First Dominion Groups Unsecured Debt, or P 23,920,950.16,
shall be paid pro rata, in cash up front 30 days from Infusion Date to the unsecured creditors
by the Joint Venture Corporation.
xxxx

3.3.2. A portion of the First Dominion Groups Unsecured Debt amounting to not more
than P67 Million shall be converted into common shares of the JVC, each having a par value
of P1.00, and shall be issued to the unsecured creditors; Provided, that the total of these
common shares shall not exceed 25% of all issued common shares inclusive of those issued
under this clause.
xxxx
3.3.3. A portion of the First Dominion Groups Unsecured Debt amounting to not more
than P300 Million shall be converted into Mandatory Convertible Preferred Shares of the
JVC, to be issued to and prorated among the unsecured creditors.
xxxx
3.4. The balance of First Dominion Groups Unsecured Debt after the cash payment and the
issuance of common and preferred shares to the unsecured creditors shall be restructured and paid
by First Dominion Group under the following terms and conditions:
x x x x (Emphasis in the original)
To stress, the rehabilitation plan, once approved, is binding upon the debtor and all persons who
may be affected by it, including the creditors, whether such persons have or have not participated in
the proceedings or have opposed the plan or whether their claims have or have not been scheduled.
With the approval by the Rehabilitation Court of the plan for the FDPHI Group of Companies, there is
nothing left to be done but to enforce the terms and schedule of payment as provided in the said
plan.
At the time petitioner filed the complaint before the trial court, the Amended Rehabilitation Plan had
been under implementation for two years already. We note that various checks 30 had been tendered
to petitioner in connection with the implementation of the plan but these were refused by petitioner.
To this date, the Court has not received any notice of termination of the rehabilitation proceedings.
Thus, to allow petitioner to separately enforce its claim for unpaid security services while there is an
ongoing implementation of the rehabilitation plan would violate the provisions of the law.
WHEREFORE, the present petition for review on certiorari is DENIED for lack of merit. The Decision
dated August 24, 2009 and Resolution dated December 17, 2009 of the Court of Appeals in CA-G.R.
SP No. 105894 are herebyAFFIRMED.
Costs against petitioner.
SO ORDERED.

South Pacific Sugar Corporation (South Pacific), on March 23, 1999, issued three promissory notes
totalingP96,000,0003 to the petitioner, Allied Banking Corporation (hereafter Allied Bank), to secure
payment of loans contracted during the same period. Respondents Margarita Chua Sia, Agosto Sia,
Lin Far Chua, Gerry Chua, Siu Dy Chua, and Antonio Chua (guarantors) executed continuing
guaranty/comprehensive surety agreements binding themselves solidarily with the corporation. On
maturity, South Pacific and its guarantors failed to honor their respective covenants.
On January 26, 2001, Allied Bank filed a complaint for collection of a sum of money with a prayer for
the issuance of a writ of preliminary attachment against respondents. Allied Bank prayed in its
complaint (1) that upon its filing, a writ of preliminary attachment be issued ex parte against all
leviable properties of the respondents as may be sufficient to satisfy petitioners claim; and (2) that
the respondents be ordered to pay petitioner P90,000,000 plus interest and charges, as well as
attorneys fees and costs of suit.
During the ex parte hearing for the issuance of a writ of preliminary attachment, Allied Banks lone
witness, Account Officer Marilou T. Go, testified that Allied Bank approved the corporations
application for credit facilities on the latters representation that (1) it was in good fiscal condition and
had positive business projections as stated in a voluminous Information Memorandum, and that (2) it
would use the loan to fund the operations of the sugar refinery. Go further testified that Allied Bank
discovered soon after that these representations were false; that the loans were allegedly "diverted
to illegitimate purposes;" that as of January 2001, the loan amounted toP90 million; that based on a
project study by a consulting company, Seed Capital Ventures, Inc., South Pacific was suffering
losses and incurring debts in the millions; that there had been no credit investigation to appraise the
corporations business operations; and that Allied Bank relied on the financial statements of the
corporation.4

As narrated by the Court of Appeals, the factual background which gave rise to this petition started
on 10 February 1999 when private respondent WSR Fruits, Inc. (WSR) filed before the RTC a
Complaint for Sum of Money with Writ of Preliminary Attachment 4 against petitioners KLT Fruits, Inc.
(KLT), Joseph Lao Tiak Ben, Michael Lao Tian Ben, Roger Buan, Arlene Lao, Leopoldo J. Gonzales,
and Leida A. Gonzales before the RTC of Manila (Branch 20). 5 In its Complaint, WSR alleged that it
is engaged in the business of fruit dealing wholesale or retail, fresh and preserved - and in food
processing; while KLT is engaged in the business of purchasing and processing various fruits. Since
1988, WSR had been supplying KLT with fresh mangoes and other fruits, processed or preserved
fruits and finished fruit products; and doing business with KLT through its authorized employee,
Leopoldo Gonzales, the purchasing manager, and his spouse Leida Gonzales, the cash manager.
In 1997, KLT incurred a cash flow problem, forcing it to enter into a check rediscounting transaction
with WSR, so that it could pay off its other fruit suppliers. The check rediscounting was carried out by
the issuance of postdated checks by KLT in exchange for cash from WSR in amounts less than
those stated in the checks, with the difference representing the profit earned by WSR from the
arrangement. These transactions were all made and facilitated by Leopoldo and Leida Gonzales, as
KLT purchasing officer and cash manager, respectively. WSR agreed to enter into the check
rediscounting transaction with KLT because the latter had been its customer since 1988, and upon
the guarantee and assurance of KLT officers (the other petitioners herein) and Leopoldo and Leida
Gonzales that all the checks issued were in order and shall be funded when due. The check
rediscounting proceeded smoothly with KLT making good on all their checks to WSR until 1998.
On various occasions in the latter part of 1998, KLT issued in favor of WSR, several postdated
checks6 in exchange for cash, under their check rediscounting arrangement, in the total amount
of P3,685,766.00.7
However, when the said checks were deposited at the bank as they fell due, they were dishonored
for the reason "Account Closed/Stop Payment." Several of the checks were replaced by KLT with
other postdated checks but the latter were also dishonored upon presentment for payment for the
reason "Stop Payment/DAUD." Despite several oral and written demands 8 by WSR upon the KLT for
the payment of the latters obligations for unpaid fruit purchases and for the dishonored checks, KLT
refused. This led to the filing by the WSR of the Complaint before the RTC, where it prayed:
WHEREFORE, it is respectfully prayed of this Honorable Court that pending the hearing of the case,
a Writ of Preliminary Attachment be issued against the properties of the defendants to secure the
satisfaction of any judgment that may be recovered therein.
It is further prayed that after due hearing on the principal cause of action, judgment be rendered
ordering all the defendants, jointly and severally, to pay plaintiff the following:
1. FOR THE REDISCOUNTING TRANSACTION:
The amount of THREE MILLION NINE HUNDRED FOURTEEN THOUSAND AND NINE
HUNDRED THIRTY-FOUR PESOS AND SEVENTY CENTAVOS (P3,914,934.70), Philippine
Currency, representing the total obligation due and owing with interest, thereon at 5% per
month from the date of filing of the complaint until the whole obligation is fully paid and
satisfied;
2. FOR THE PURCHASES:
The amount of NINETY-FIVE THOUSAND FOUR HUNDRED PESOS AND SIX CENTAVOS
(P95,400.06), Philippine Currency, representing the total obligation due and owing with

interest, thereon at 18% per annum from the date of filing of the complaint until the whole
obligation is fully paid and satisfied;
3. The sum representing twenty-five percent (25%) of the total amount involved as attorneys
fees plusP3,500 per court appearance; and
4. Cost of suit.

JOINT VENTURE AGREEMENT


KNOW ALL MEN BY THESE PRESENTS:
This is agreement made by and between,
FLORITA B. VILBAR, Filipino, of legal age, single, and a resident of C.V. Alcuino Street,
Hilongos, Leyte, hereinafter called the First Party; and
JULIETA Y. GUSTER, Filipino, of legal age, married, and a resident of Owak, Hilongos, Leyte,
hereinafter called the Second Party;
WITNESSETH:
That the parties have previously entered into a joint venture agreement to manufacture stick
bread;
That, First Party is an owner of a bakery, and baking equipment capable of making stick bread;
That Second Party is willing to put up the monetary capital for the manufacture of stick bread,
and the selling of balloon;
WHEREFORE, the parties have mutually agreed to enter into a joint venture of manufacturing
stick bread subject to the following conditions:
1. That the Second Party shall provide an additional capital in the amount of TWENTY-FIVE
THOUSAND PESOS (P25,000.00) making the total capital of P45,000.00 for the said undertaking;
2. That the First Party shall provide the labor, and equipment for the manufacture of stick bread,
and the selling of balloons;
3. That the First Party shall be the one responsible for the marketing of their products;
4. That the Second Party may at any reasonable time may inspect the manufacture, and the books
of accounts of the venture;
5. That in dividing the profits of the said venture, the parties agree that all expenses for the
manufacture of stick bread and selling of balloons shall be deducted first, and any profit shall be divided
equally among them;
6. That the parties shall be dividing profits twice a month and shall do an accounting for said
purpose every 15th and 30th of each month, and no party shall refuse a request by the other party for said
purpose on the above schedules;
IN WITNESS WHEREOF, the parties have hereunto signed their names this ______day of
February, 2013, at Hilongos, Leyte, Philippines.

FLORITA B. VILBAR
First Party
Signed in the presence of:
__________________________
Witness
REPUBLIC OF THE PHILIPPINES)

JULIETA Y. GUSTER
Second Party
___________________________
Witness

MUNICIPALITY OF HILONGOS ) SS
PROVINCE OF LEYTE
)

Before me, this _______ day of February, 2013 at the Municipality of Hilongos, Leyte,
Philippines, personally appeared, Florita Vilbar, with Passport No. EB337494 issued on August 16, 2011,
at Hilongos, Leyte, and Julieta Guster, with Community Tax Certificate No. _________________issued
on _________________, 2013, at Hilongos, Leyte, known to me to be the same persons who executed the
foregoing instrument, acknowledging to me the same as their free and voluntary act.
Doc. No.
Page No.
Book No. XXIII
Series of 2013

EFREN B. MENDOZA
Notary Public
Until December 31, 2014
IBP No. 915453, Jan. 8, 2013, Tacloban City
PTR No.PL6190807, Jan. 29, 2013, Hilongos, Leyte
Roll No. 50005
TIN 906-925-044
JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:


This is agreement made by and between,
FLORITA B. VILBAR, Filipino, of legal age, single, and a resident of C.V. Alcuino Street,
Hilongos, Leyte, hereinafter called the First Party; and
JULIETA Y. GUSTER, Filipino, of legal age, married, and a resident of Owak, Hilongos, Leyte,
hereinafter called the Second Party;
WITNESSETH:
That the parties are contemplating to manufacture stick bread;
That, First Party is an owner of a bakery, and baking equipment capable of making stick bread;
That Second Party is willing to put up the monetary capital for the manufacture of stick bread;
WHEREFORE, the parties have mutually agreed to enter into a joint venture of manufacturing
stick bread subject to the following conditions:
1. That the Second Party shall provide the amount of TWENTY THOUSAND PESOS
(P20,000.00) as capital for the said undertaking;
2. That the First Party shall provide the labor, and equipment for the manufacture of stick bread;
3. That the First Party shall be the one responsible for the marketing of their product;
4. That the Second Party may at any reasonable time may inspect the manufacture, and the books
of accounts of the venture;
5. That in dividing the profits of the said venture, the parties agree that all expenses for the
manufacture of stick bread shall be deducted first, and any profit shall be divided equally among them;
6. That the parties shall be dividing profits twice a month and shall do an accounting for said
purpose every 15th and 30th of each month, and no party shall refuse a request by the other party for said
purpose on the above schedules;

IN WITNESS WHEREOF, the parties have hereunto signed their names this _____th day of
September, 2012, at Hilongos, Leyte, Philippines.

FLORITA B. VILBAR
First Party

JULIETA Y. GUSTER
Second Party

Signed in the presence of:


__________________________
___________________________
Witness
Witness
REPUBLIC OF THE PHILIPPINES)
MUNICIPALITY OF HILONGOS ) SS
PROVINCE OF LEYTE
)

Before me, this _____th day of September, 2012 at the Municipality of Hilongos, Leyte,
Philippines, personally appeared, Florita Vilbar, with Passport No. EB337494 issued on August 16, 2011,
at Hilongos, Leyte, and Julieta Guster, with Community Tax Certificate No. 31016322 issued on January
20, 2012, at Hilongos, Leyte, known to me to be the same persons who executed the foregoing
instrument, acknowledging to me the same as their free and voluntary act.
EFREN B. MENDOZA
Doc. No.
Page No.
Book No. XXII
Series of 2012

Notary Public
Until December 31, 2012
Commission No. 80-2011-03
IBP No. 876811, Jan. 9, 2012, Tacloban City
PTR No. PL 5137208, Jan. 9, 2012, Hilongos, Leyte
Roll No. 50005
TIN 906-925-044