REPUBLIC OF THE PHILIPPINES

REGIONAL TRIAL COURT

7th Judicial Region
Branch ____
Cebu City

X INCORPORATED,
Plaintiff

-versus- CIVIL CASE NO.____________

FOR: Specific Performance with
Damages
Y CORPORATION, RD And AY,
Respondent.
x----------------------------------------------------/

COMPLAINT

COMES NOW, Plaintiff represented by________________, and to this

Honorable Court most respectfully allege, as follows:

1. Plaintiff _______________is a corporation duly organized and

existing for and by virtue of the laws of the Republic of the Philippines with office

address at ______________ Cebu City where they may be served with

summons and other processes of this Honorable Court hereinafter represented

by its Vismin Manager ______________ per Secretary’s Certificate hereto

attached as Annex “A” and made an integral part hereof;

2. Respondent Y Corporation is a corporation duly organized and

existing for and by virtue of the laws of the Republic of the Philippines with

principal office at ____________________ Cebu City where it may be served

with summons and other processes of this Honorable Court;

3. Respondent _____________ is impleaded in his capacity as

President of Y Corporation and the primary person who dealt Plaintiff X

Incorporated;

4. Respondent _______________ is impleaded in her capacity as the

purchasing officer of Respondent Y Corporation and one of the personnel

handling the transactions with Plaintiff X Incorporated;

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CAUSE OF ACTION

5. Plaintiff X Incorporated is corporation engaged in the business of

providing computer services, systems and network administration and

assistance. One of the services Plaintiff provides its clients are the sale of

computer routers to meet the specific needs of its clienteles as well as installation

of said routers and maintenance of the same within the warranty period;

6. Respondent Y Corporation on the other hand is a technical support

service provider which engaged the services of Plaintiff X Incorporated for the

purchase of AS5350 CISCO Router with the following specifications, to wit:

- High Density Voice with 2E1, AS5x-PVDM2-64, IP + IOS, AS5350

Dual E1/PRI DRF card
- AS5350 Ser IOS IP PLUS
- AS5350-DFC-2CE1, AS5350 Dual E1/PRI DFC card
- AS535XM-AC-PWR, AS5350XM AC Single Power Supply
- CAB-AC, Power Cord, 110V
- MEM-512M-AS5XM, AS5350XM and AS5400XM 512MB Main
SDRAM
- MEM-128CF-AS5XM and AS4300XM 128M Compact Flashes
- AS5X-FC, AS5000 Feature Card with Six PVDM DSP Module Slots
- 3 Units AS5x-PVDM2-64, AS5000 64- channel Packet voice/Fax
DSP Module
- CON-SNT-AS5352E1V, 8x5xNBD Svc, AC AS5350 Voice; 2e1, 60
ports, IP + IOS
- Cable Wire

7. On February 2, 2007, Plaintiff X Incorporated submitted to

Respondent Y Corporation a price quotation of the aforesaid AS5350 CISCO

Router in the amount of SIX HUNDRED NINETY FOUR THOUSAND FIVE

HUNDRED FIFTY ONE PESOS AND 40/100 (P 694,551.40) for the

abovementioned specification along with the terms of Plaintiff. The said price

quotation and letter was addressed to Respondent ___________ which was

conformed to and accepted by Respondent ______________ on February 9,

2007. A copy of the letter conformed to by Respondent is hereto attached as

Annex “B”;

8. On February 8, 2007 Respondent Technetworks Corporation sent a

letter to_______________, Corporate Account Executive of Plaintiff X

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Incorporated regarding the purchase order of the AS5350 CISCO Router with the

specifications agreed upon and the amount of P694,551.40 as the total

consideration. The said purchase order was signed by Respondent

__________________ as Head of the Purchasing and Accounting Department

and noted by Respondent _______________ as President of Respondent Y

Corporation. A copy of the purchase order is hereto attached as Annex “C”;

9. Thus, upon receiving the two notices namely the conforme letter

dated February 9, 2007 and the Purchase Order dated February 8, 2007 the

contract became binding upon herein Plaintiff and Respondents;

10. It bears to stress that in the contract, the delivery of the AS5350

CISCO routers will take about 30-45 workings days from date of receipt of the

Purchase Order which is February 9, 2007 considering the fact that the said

items and equipment are to be shipped by Plaintiff X Incorporated from abroad;

11. In all good faith, Plaintiff X Incorporated immediately proceeded to

process the shipment of the items purchased by Respondent Y Corporation and

even advanced its own funds to have the items shipped and just so it can comply

with its commitment and agreement to deliver the same within 30-45 days. As a

sign of goodwill, Plaintiff X Incorporated even provided Respondent Y

Corporation a service unit of AS5300 for its temporary use pending the delivery

of goods despite the fact that such arrangement was not part of the terms and

conditions in the contract;

12. On March 7, 2007 while the AS5350 items were already enroute to

Cebu, Respondent _____________ sent a letter to______________, Corporate

Account Executive of Plaintiff X Incorporated telling the latter that it is canceling

the contract without any valid reason and due notification. A copy of the letter is

hereto attached as Annex “D”;

13. On March 13, 2007 Plaintiff X Incorporated informed Respondent Y

Corporation that the items are already enroute and may no longer be cancelled
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and thus they must comply with their part of the contract. A copy of the letter is

hereto attached as Annex “E”;

14. Upon the arrival of the AS5350, Plaintiff X Incorporated immediately

informed Respondent Y Corporation regarding the items and that the same were

now ready to be delivered and installed as per agreement in the contract. And

that per agreement, Respondent Y Corporation must tender payment.

Respondent Y Corporation refused and continues to refuse to receive the

AS5350 CISCO Routers it has ordered from Plaintiff X Incorporated;

15. For several occasions, Plaintiff X Incorporated has exerted earnest

efforts to seek performance and compliance from Respondent Y Corporation on

their part of the obligation however, the latter would even refuse to communicate

with Plaintiff X Incorporated;

16. Plaintiff has sent several demand for performance to Respondent

but all have been ignored. Plaintiff X Incorporated through its counsel has sent

demand letters to Respondent but all have been ignored and neither have they

communicated with Plaintiff X Incorporated. In short, they have utterly

disregarded with bad faith their obligation and breached the contract they have

entered into with Plaintiff X Incorporated for the purchase of the AS5350 CISCO

Routers. A copy of the demand letters is hereto attached as Annexes “F” and

“G”;

17. The continued refusal on the part of Respondents Y Corporation,

____________ and __________________ to perform its obligation which is to

receive the AS5350 CISCO Routers it has ordered and to pay Plaintiff X

Incorporated the agreed purchase price of SIX HUNDRED NINETY FOUR

THOUSAND FIVE HUNDRED FIFTY ONE PESOS AND 40/100 (P 694,551.40)

has caused severe losses to Plaintiff X Incorporated. Considering that the

contract is valid between the two parties, and that Plaintiff X Incorporated has

complied with its part of the contract, it is incumbent and imperative on the part of

Respondent Y Corporation to likewise. Hence, Respondents Y Corporation,

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___________ and ______________ must be compelled to jointly and severally

perform its obligation which is to receive the items ordered and pay Plaintiff X

Incorporated the amount of SIX HUNDRED NINETY FOUR THOUSAND FIVE

HUNDRED FIFTY ONE PESOS AND 40/100 (P 694,551.40) with legal interest of

6% per month from the time of demand and nonpayment, among others ;

18. Because of Respondent Y Corporation’s refusal to perform its

obligation and its utter disregard of the contract as well as their intentional silence

despite demands and correspondence from Plaintiff X Incorporated, the latter

has suffered losses in the amount of P 200,000.00 which Respondents Y

Corporation, ____________ and __________ must compensate Plaintiff by way

of Nominal Damages;

19. In order to deter other persons from committing such acts of breach

of contract, nonperformance of obligation and noncompliance of agreement

validly entered into which is clearly violative of the rights of individuals and

inimical to society, Respondents Y Corporation, ______________ and

_____________ must pay P 200,000.00 by way of Exemplary Damages;

20. Due to Respondents refusal to comply and perform its obligation as

well as its failure to communicate with Plaintiff despite demand, Plaintiff X

Incorporated was compelled to engage the services of a legal counsel in order to

enforce its rights, claims and file this case before this Honorable Court. Thus,

Plaintiff X Incorporated was made to pay attorney’s fees to counsel in the amount

of P50,000.00 with appearance fee of P2,000.00 for every hearing. Therefore

Respondents must indemnify Plaintiff for such Attorney’s fees;

PRAYER

WHEREFORE, premises considered it is most respectfully prayed of this

Honorable Court after due hearing and trial, to render judgment in favor of

Plaintiff X Incorporated and order Respondents Y Corporation, _____________

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and ____________ to comply with the agreement dated February 9, 2007 and

the purchase order issued dated February 8, 2007; to receive the AS5350

CISCO Routers from Plaintiff X Incorporated; to pay the purchase price of SIX

HUNDRED NINETY FOUR THOUSAND FIVE HUNDRED FIFTY ONE PESOS

AND 40/100 (P 694,551.40) with interest per month from date of demand and to

indemnify Plaintiff X Incorporated the following:

a. Nominal Damages amounting to P 200,000.00;

b. Exemplary Damages amounting to P 200,000.00;

c. Attorney’s Fees amounting to P 50,000.00 and appearance fee of P

2,000.00 for every hearing.

Such other relief as may be just and equitable in the premises are likewise

prayed for.

Cebu City, Philippines. February 4, 2008.

X INCORPORATED,
By:

______________________

Assisted by:
________________________
& ASSOCIATES LAW FIRM
Cebu City Tel. No_____
Email Address _____
By:

_______________________
Roll of Attorey No. _________
IBP Lifetime Member No. ________ Cebu City
PTR NO. 7485555 01/11/08 Cebu City
MCLE Compliance No. _________
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REPUBLIC OF THE PHILIPPINES}

CITY OF CEBU | S.S.

VERIFICATION AND CERTIFICATION

Plaintiff X INCORPORATED,, a corporation duly existing for and by virtue

of the laws of the Republic of the Philippines, hereinafter represented
by___________________, its VisMin Manage, pursuant to a Secretary’s
Certificate attached to this Complaint, after having been duly sworn to in
accordance with law, depose and say, that:

1. X INCORPORATED represented by _________________is the

Plaintiff in the abovecaptioned case;

2. He was authorized by the board of directors of X Incorporated to

cause the preparation and filing of the foregoing complaint for and
in behalf of the corporation;

3. He read all the allegations therein and that the same are true and
correct of his own personal knowledge and of authentic documents
and records;

4. Neither he nor the corporation initiated any other action or

proceeding involving the same issues and/or parties in the
Supreme Court, Court of Appeals, or any other tribunal and if he
should know of any similar action or proceeding, affiant undertakes
to report the fact to this Honorable court within five (5) days.

IN WITNESS WHEREOF, I have hereunto set my hand this ________ day

of February 4, 2008 at the City of Cebu, Philippines.

________________________________
Affiant

SUBSCRIBED AND SWORN to before be this _______ day of February,

2008 at the City of Cebu affiant exhibiting to me his SSS ID NO.
________________ issued on _____________ at ________________.

NOTARY PUBLIC

Doc No_______;
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Page No. _____;

Book No. _____;
Series of 2008.