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SPECIAL PROCEEDINGS

CAPTIONS FOR PETITIONS

Q: Draft captions for petitions for: (i) probate of will; and (ii) guardianship of a minor. (2018 F)
(i)
REPUBLIC OF THE PHILIPPINES
REGIONAL TRIAL COURT
NATIONAL CAPITAL JUDICIAL REGION
BRANCH 1, MAKATI CITY

IN RE: PETITION FOR THE PROBATE OF


THE LAST WILL AND TESTAMENT
OF THE LATE A CHUA
SP. Proc. No. 123456
B CHUA in his capacity as the named
Executor in the last will and testament
Of the last A Chua,
Petitioner.
x -------------------------------------------- x

(ii)
REPUBLIC OF THE PHILIPPINES
REGIONAL TRIAL COURT
NATIONAL CAPITAL JUDICIAL REGION
BRANCH 1, MAKATI CITY

IN RE: PETITION FOR THE


GUARDIANSHIP OF MINOR Z
CHUA,
SP. Proc. No. 789012
Banana Lemon,
Petitioner.
x -------------------------------------------- x

Q: Draft the caption for the following:


a. Petition for Declaration of Nullity of Marriage.
b. Petition for Adoption of a Minor. (2018 F)
(2018 F bluebook answer)
a.
REPUBLIC OF THE PHILIPPINES
REGIONAL TRIAL COURT
NATIONAL CAPITAL JUDICIAL REGION
BRANCH 2, MANILA

Lily Aldrin,
Petitioner
Civil Case No. 123456
- versus - For: Declaration of Nullity of Marriage

Ted Mosby,
Respondent.

x ------------------------------------------ x

PETITION
WITH ALL DUE RESPECT, Petitioner, by counsel, to this Honorable Court, respectfully states:
1. Petitioner, Lily Aldrin, is of legal age, Filipino citizen and a resident of NY Street, Mandaluyong City, where
she may be served with summons and other court processes;
2. The Respondent Ted Mosby, is likewise of legal age, Filipino citizen, and a resident of Tribecca Avenue,
Mandaluyong City where he may be served with summons and other court processes;
3. Petitioner Lily Aldrin and Respondent Ted Mosby (referred herein as Parties) entered into a contract of
marriage on December 1, 2010 at the Office of the City Mayor of Mandaluyong, solemnized by Hon. Kobe
Bryant. A copy of their marriage certificate is hereto attached as Annex “A”;
4. The parties begot two children. Copies of their children’s certificates of Live Birth is hereto attached as Annex
"B" and "C", respectively;
5. Petitioner and Respondent were childhood friends, growing up in the same area and were schoolmates during
elementary. They went their separate ways from high school to college and only met again upon their batch
reunion in a bar in Mandaluyong.;
6. The Petitioner and Respondent became romantically involved immediately after the reunion through the efforts
of their common friends;
7. After a few more dates, Petitioner got pregnant;
8. When the Respondent's parents came to know that herein Petitioner got pregnant, they pressured the
Respondent to marry Petitioner. Likewise, the relatives of the Petitioner put pressure on her by warning her
not to put their family in a humiliating situation;
9. Even before their marriage, the Petitioner had observed that the Respondent displayed irresponsibility to the
extent that he oftentimes would not care for her emotions and feelings. However, she hoped that the
Respondent would change once they get married, Petitioner gave in to the pressure and married Respondent
even though she did not know him too well;
10. At the time of the celebration of their marriage, Respondent was suffering from psychological incapacity and
not truly cognitive of his marital obligations. The facts and circumstances being that:
a. During their relationship before their marriage, Respondent was a party boy and a "chickboy" always
out and about to the extent of meeting new girls every night;
b. Respondent showed signs of irresponsibility as a husband and father and would rather go out with peers
until wee hours of the morning only to be found passed out on the sidewalk outside of bars. He would
rather spend time with his "barkada" and spend his money on girls he meets at the bar. Their children
were only attended to by the Mother of the Petitioner;
c. Respondent is also very dependent on his mother that all his decisions would depend greatly on the
affirmation of his mother. Ted is unable to decide on his own. His decision to marry was only because
of the persuasion he received from his parents. Heated arguments occured everytime a decision is at
issue since the decision of Ted's mother had to be followed at all times;
d. Respondent is also a habitual liar. Ted lied plenty of times during their marriage. Some lies are so grave
such as the instance when Ted lied that he had gotten a job as a school teacher when in fact he was not
able to do so. Ted would tell Lily that he is going to find a job when in fact he spends the afternoon
drinking and meeting other girls. Ted got angry when he was asked by Lily about the matter and told
her that he was happier and free before they got married;
e. Even if the parties have their own house, Ted would often leave their house and stay with his friends
for weeks due to the fact that, allegedly, he felt 'sakal' or suffocated in their own house. Leaving the
children with Lily's mother;
f. The parties never even had sexual intercourse for more than a year already and rarely eat together as
a family. The environment was not a pleasant one and not ideal for a family with children;
g. Ted left the family and has never set foot in their house for almost 5 years when he went with his
parents abroad (Ukraine). Without any hesitation and second thought he left the family without even
consulting Lily nor even caring for whatever the children might think or feel;
11. Lily tried convincing Ted to change for the better for the sake of the family and their growing children and to
return to them as a husband and a father to fulfill their marital obligations but such pleas fell on deaf ears as
Ted was not willing to be a husband and a father and does not want to live in a peaceful union with Lily;
12. Petitioner sought the help of a clinical psychologist, Dr. Barney Stinson, who conducted a psychological
evaluation on the ability of Ted to discharge and cope with the essential obligations of marriage. Dr. Stinson
found that Ted was pyschologically incapacitated to perform the essential marital obligations resulting from
his immaturity, which affected his sense of rational judgment and responsibility;
13. As found out by Dr. Stinson, Ted’s behavioral patterns were affected during his early developmental years
where he was raised and exposed in an unfavorable environment;
14. The psychiatric illness of the defendant is serious and incurable since it is deeply rooted in his personality and
that such illness originated from parental over indulgence or over protection especially coming from the
mother, parent of the opposite sex. The fact that his father was an OFW assigned in Kathmandu, the lack of a
father figure helped the illness develop. The absence of a father figure during his growing years deprived him
of the guidance on how to be a proper husband and father which was apparent in his marriage;
15. These traits reveal that he has psychological incapacity under Art. 36 of the Family Code of the Philippines and
is medically labeled “Histrionic Personality Disorder with Dependent Personality Disorder” relating to severe
inadequacy that renders him psychologically incapacitated to perform the duties and responsibilities of a
husband and father;
16. The psychological make-up of petitioner and respondent is explained in greater detail in the
Clinical Assessment Report (“Report”) dated 25 December 2016, a copy of which is attached as “ANNEX D”;
17. That the psychological incapacity on the part of the defendant was already existing and manifest even before
the celebration of the marriage, but Petitioner thought it will disappear during the marriage; however, it
subsisted and got even worse;
18. That said psychological defect or illness is grave, serious and incurable;
19. Petitioner is filing this petition to declare her marriage a nullity. Respondent showed no concern for his
obligation towards his family in violation of Art. 68 of the New Family Code which provides that husband and
wife are obliged to live together, observe mutual love, respect and fidelity and render mutual help and support.
Petitioner is also filing this case under Art. 36 of the same Code as the respondent manifested apparent
personality disorder and psychological dysfunction, i.e. his lack of effective sense of rational judgment and
responsibility by being psychologically immature and failing to perform his responsibilities as a husband; and
20. That the parties did not acquire any property and there are no known creditors who will be prejudiced by the
declaration of nullity of their marriage should the Honorable court grants this petition, hereto attached as
Certificate of Non-Property, “Annex E”.

PRAYER

WHEREFORE, it is most respectfully prayed that judgment be rendered declaring the nullity of the marriage of
Petitioner with the Respondent pursuant to Article 36, and the annulment of the same marriage based on Article 45
(5) of the Family Code of the Philippines.

Other reliefs and equitable under the premises are also prayed for.

January 30, 2015 Mandaluyong City, Philippines.

SPECTER FIRM
4th Floor, Goodboy Building
Star Wars St., Mandaluyong City

By:
(sgd.) Atty. Mike Ross
IBP No. 98765
PTR No. 234252
Roll No. 241353
MCLE Compliance No. AV-213124

Copy Furnished:
Office of the City Prosecutor (Personal Service)
Justice Hall, Mandaluyong City

Office of the Solicitor General (Registered Mail)


134 Amorsolo St., Legaspi Village
1129 Makati City, Metro Manila

EXPLANATION

A copy of the foregoing PETITION was sent through registered mail to the office of the Solicitor General due to the
distance, and manpower constraints.

VERIFICATION/CERTIFICATION
I, Lily Aldrin, of legal age, married, Filipino, and a resident of NY Street, Mandaluyong City , after being duly sworn
in accordance with law, depose and state:
1. That I am the petitioner in this case and that I have caused the preparation of the same petition;
2. That I attest to the truth of all the allegations in the same petition of my own personal knowledge;
3. That I have read all the contents thereof;
4. That the allegations constrained therein are true and correct of my personal knowledge;
5. That I have not commenced any other action or proceeding involving the same issues or matter in any court,
tribunal or quasi-judicial agency and, to the best of our knowledge, no such action or processing is pending
therein; and
6. That if I should thereafter learn that the same or similar action or proceeding has been
filed before the Supreme Court, Court of Appeals, or any other tribunal or quasi-judicial agency, I undertake to
report such within five (5) days therefrom to the court wherein the original pleading and sworn certification
contemplated herein has been filed.

IN WITNESS WHEREOF, I have hereunto set my hand this 17 day of January 2018 in the City of Mandaluyong.

(sgd.) Lily Aldrin


Affiant
Driver's License No. 1255123
Issued in Mandaluyong City
Expires on January 2022

SUBSCRIBED AND SWORN to before me this 17 day of January 2018 at Mandaluyong City, Philippines, by affiant who
exhibited competent evidence of identity bearing his photograph and signature the specifics of which are indicated below
his names.

(sgd.) Atty. Marshall Erickson


Notary Public of Mandaluyong City
Appointment until 2019
IBP No. 1011
PTR No. 1256
Roll No. 8561
MCLE No. 5217
Series no. 13 of Commission

Doc. No. 1;
Page No. 2;
Book No. 3;
Series of 2018.

b.

REPUBLIC OF THE PHILIPPINES


NATIONAL CAPITAL JUDICIAL REGION
REGIONAL TRIAL COURT
BRANCH 1, MAKATI CITY

SPS. CHANDLER AND MONICA BING,


Petitioners.

SP. Proc. No. 123456


For: Domestic Adoption of a Minor

x ---------------------------------------- x

PETITION FOR DOMESTIC ADOPTION OF MINOR

The petitioners, through the undersigned attorney, and unto this Honorable Court, respectfully avers that:
1. The petitioners, Sps. Chandler and Monica Bing, are husband and wife, both of legal age, and residents of Makati
City.
2. They have no legitimate children or descendants and hereby desire to jointly adopt a minor, named Emma Gellar-
Green who is 11 years of age, illegitimate child of Ross Gellar and Rachel Green.
3. The father of said minor is now dead, and only her mother, named Rachel Green, is alive.
4. Since the time of the death of Ross Gellar, Emma Gellar-Green has been left in the care of Sps. Chandler and
Monica Bing, the latter has been acting as parents to the child, giving her the basic necessities, care, comfort
and love. They have provided her a home and a safe and secure environment for her to grow up with.
5. The said mother, Rachel Green, is not insane, nor intemperate, nor has she abandoned such minor, and with
full knowledge of petitioners' intention hereby expressly gives her written consent to the adoption, as evidenced
by Annex "A" hereto attached and made an integral part of this petition.
6. The Department of Social Welfare and Development has issued a Certificate of Availability for Adoption certifying
that the minor Emma Gellar is available for adoption, as evidence by Annex “B”, hereto attached and made an
integral part of the petition.
7. The petitioners are qualified to adopt the said minor, and as they are emotionally and psychologically capable
of caring for the minor child. They are also financially and morally capable, to bring up and educate said minor,
properly and adequately.
8. The petitioners are in possession of their full civil capacity and legal rights, they are of good moral character
and have not been convicted of any crime involving moral turpitude.

PRAYER

WHEREFORE, it is respectfully prayed that upon due notice and hearing judgment be entered adjudging
that the minor child, Veronica Lodge, be freed from all legal obligations of obedience and maintenance with respect to
her natural parents and that she be declared to all legal intents and purposes, the child of the herein petitioners, Archie
Andrews and Betty Cooper and that her surname be changed to that of the petitioners.

City of Makati, May 29, 2018.

(sgd.) Atty. Pheobe Buffay


Counsel for Petitioner
TRIBIANNI AT LAW
9th Floor, 8 Rockwell, Makati City
IBP No. 98765
PTR No. 234252
Roll No. 241353
MCLE Compliance No. AV-213124

VERIFICATION AND CERTIFICATE OF


NON-FORUM SHOPPING

We, Chandler Bing, of legal age, Filipino, married to Monica Bing, with residence at No. 1, Rockwell Drive, Makati
City, having been duly sworn to, in accordance with the law, declare that:
1. I have caused the preparation of such pleading or instrument;
2. I have read it and the contents are true according to my personal knowledge and based on authentic documents;
3. I have not commenced any action or similar proceeding before any court, tribunal, or quasi-judicial agency;
4. To the best of my knowledge, there’s no pending action or similar proceeding before any court, tribunal or quasi-
judicial agency; and
5. If I should thereafter learn that a similar action or proceeding has been filed or is pending before any court,
tribunal, or quasi-judicial agency, I undertake to report that fact within five (5) days therefrom to this Honorable
Court.

In witness whereof, I have hereunto set by hand in Makati City on March 27, 2018.

(sgd.) Chandler Bing


Affiant
SUBSCRIBED AND SWORN TO before me, affiant Chandler Bing, on the 27 th day of March 2018 in Makati City,
exhibiting his driver’s license no. 4567 issued by the Land Transportation Office on January 10, 2017, which will expire
on January 10, 2022.

(sgd.) Atty. Daenerys Targaryen


Notary Public of Makati City
Appointment until 2019
IBP No. 1011
PTR No. 1256
Roll No. 8561
MCLE No. 5217
Series no. 13 of Commission

Doc. No. 5;
Page No. 6;
Book No. 8;
Series of 2018.
SPECIAL CIVIL ACTIONS

CAPTION OF APPEAL

Q: Draft a caption of appeal. (2018 Q)

REPUBLIC OF THE PHILIPPINES


NATIONAL CAPITAL JUDICIAL REGION
REGIONAL TRIAL COURT
BRANCH 1, MAKATI CITY

JON SNOW,
Plaintiff

-versus- Civil Case No. 4567


For: Collection for Sum of Money
TYRION LANNISTER,
Defendant

x ----------------------- x

NOTICE OF APPEAL
NOTICE OF APPEAL WITH PROOF OF SERVICE OF NOTICE

SAME LEGAL FORM; DIFFERENT FACTS.


Q: Please draft a notice of appeal from the Regional Trial Court to the Court of Appeals. (2015 F)
Q: Draft a notice of appeal. (2018 F)
Q: Draft a notice of appeal with proof of service of notice. (2018 Q)

REPUBLIC OF THE PHILIPPINES


NATIONAL CAPITAL JUDICIAL REGION
REGIONAL TRIAL COURT
BRANCH 1, MAKATI CITY

JON SNOW,
Plaintiff

-versus- Civil Case No. 4567


For: Collection for Sum of Money
TYRION LANNISTER,
Defendant

x ----------------------- x

NOTICE OF APPEAL

PLAINTIFF, through counsel, expresses its intention to appeal, as it hereby appeals, the decision of this
Honorable Court dated June 24, 2018. which was received by the Plaintiff on June 26, 2018. On June 30, 2018, Plaintiff
filed a Motion for Reconsideration questioning the assailed decision. Plaintiff received the Order dated July 15, 2018
denying said Motion on July 17, 2018. Thus, this Notice of Appeal is timely filed. Plaintiff intends to appeal the assailed
decision to the Court of Appeals.

Makati City, July 21, 2018.

XYZ Law Firm


Counsel for Defendant
2522, 8Rockwell Rockwell, Makati City

By:
Atty. Rob Stark
IBP No. 1234
PTR No. 1234
Roll No. 1234
MCLE No. 1234

Copy Furnished through Personal Service:


Atty. Aria Stark
Counsel for the Plaintiff
8 Rockwell Tower, Rockwell Drive
Makati City

PROOF OF SERVICE

I, Ned Stark, of legal age, Filipino, residing at 1 Amorsolo Drive, Rockwell, Makati City, have been duly sworn
to in accordance with the law, declare that I personally delivered the abovementioned documents to the plaintiff and
his counsel at Rockwell Drive, Makati City, and that they personally received such documents in the said address.

IN WITNESS WHEREOF, I have hereunto set by hand on July 21, 2018 in Makati City.

Ned Stark
Affiant

SUBSCRIBED AND SWORN TO before me, affiant Ned Stark, on the 21st day of July 2018 in Makati City, exhibiting
his driver’s license no. 1902 issued by the Land Transportation Office on February 5, 2016, which will expire on February
5, 2021.

(sgd.) Atty. Daenerys Targaryen


Notary Public of Makati City
Appointment until 2019
IBP No. 1011
PTR No. 1256
Roll No. 8561
MCLE No. 5217
Series no. 13 of Commission

Doc. No. 5;
Page No. 6;
Book No. 8;
Series of 2018.

Copy Furnished to:


Atty. Aria Stark
Counsel for the Plaintiff
8 Rockwell Tower, Rockwell Drive
Makati City
CONTRATS & CORPORATE FORMS

Q: Enumerate the articles required to be stated in the Articles of Incorporation under the Corporation Code.
(2018 F)
1. The name of the corporation;
2. The specific purpose or purposes for which the corporation is being incorporated. Where a corporation has more
than one stated purpose, the articles of incorporation shall state which is the primary purpose and which is/are
the secondary purpose or purposes: Provided, That a non-stock corporation may not include a purpose which
would change or contradict its nature as such;
3. The place where the principal office of the corporation is to be located, which must be within the Philippines;
4. The term for which the corporation is to exist;
5. The names, nationalities and residences of the incorporators;
6. The number of directors or trustees, which shall not be less than five (5) nor more than fifteen (15);
7. The names, nationalities and residences of persons who shall act as directors or trustees until the first regular
directors or trustees are duly elected and qualified in accordance with this Code;
8. If it be a stock corporation, the amount of its authorized capital stock in lawful money of the Philippines, the
number of shares into which it is divided, and in case the share are par value shares, the par value of each, the
names, nationalities and residences of the original subscribers, and the amount subscribed and paid by each on
his subscription, and if some or all of the shares are without par value, such fact must be stated;
9. If it be a non-stock corporation, the amount of its capital, the names, nationalities and residences of the
contributors and the amount contributed by each; and
10. Such other matters as are not inconsistent with law and which the incorporators may deem necessary and
convenient.

SAME LEGAL FORM; DIFFERENT FACTS.


Q1: The Board of Directors of DCL Corp., a Philippine company with address at No. 1, Rockwell Drive, Makati
City, approved a resolution authorizing the company to purchase a parcel of land located at No. 9 Wilson
Street, Greenhills, San Juan City, with a total area of 12,000 sq.m. and described in TCT No. 12345. The
property is registered in the names of the spouses Tim Co and Susan Co, and the parties agreed at an
aggregate purchase price of PHP 250 million.
a. Draft a Deed of Absolute Sale between DCL Corp. and the Spouses Co.
b. Draft a Secretary’s Certificate containing the resolution of the Board of Directors of DCL Corp.
approving the purchase. (2018 F)

CONNECTED QUESTIONS.
Q2a: Draft a deed of absolute sale for the sale of a parcel of land located at 1st Avenue cor. 22nd Street,
Bonifacio Global City, Taguig, described in TCT No. 12345 and registered in the name of Pedro Penduko,
who is married to Pedrita Penduko. The buyer is a Big Time Corporation. The purchase price is PHP 850
million, payable on execution of the deed of sale. (2014 F, 2016 F)

Q2b: Draft a secretary’s certificate authorizing Big Time Corporation to enter into the transaction mentioned
in the previous item (and authorizing its President, Juan dela Cruz to execute the relevant agreements).
(2014, 2016 F)

(2018 F bluebook answer)


a.
Republic of the Philippines )
City of Makati ) S.S.

DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:

This DEED OF ABSOLUTE SALE is made and entered into this 10 of March 2018 at the City of Makati by and
between:

SPS. TIM AND SUSAN CO, both of legal age, Filipino, married and residents of No. 4, Hidalgo
Drive, Rockwell, Makati City, hereinafter referred to as VENDOR,
-and-

DCL CORP., a corporation duly organized and existing under the laws of the Philippines with address
at No.1, Rockwell Drive, Makati City and represented herein by MR. MANNY B. PAKYAW, hereinafter
referred to as VENDEE,

WITNESSETH

WHEREAS, Vendor is the absolute and registered owner of a certain real property located at No. 9 Wilson Street,
Greenhills, San Juan City and covered by a Transfer Certificate of Title No. 12345 of the Register of Deeds of San Juan,
more particularly described as follows:

“The parcel of land is with an area of 12,000 sq.m. and is bound in the North by the mountains and
South by a river, in the East by a parcel of land covered by TCT No. 4321 and in the West by
another parcel of land covered by TCT No. 87651.”

WHEREAS, Vendee has offered to buy and Vendor has agreed to sell the above-described property together with all the
improvements thereon.

NOW THEREFORE, all the above-mentioned premises considered, more specifically the sum of TWO HUNDRED AND
FIFTY MILLION PESOS (P 250,000,000.00) Philippine Currency, the receipt of which is hereby acknowledged in full from
the Vendee to the entire satisfaction of the Vendor, the Vendor SELLS, TRANSFERS, and CONVEYS in a manner absolute
and irrevocable, the above-mentioned property with all existing improvements thereon, in favor of Vendee, and its
assigns and successors-in-interest.

That Vendee warrants the valid title to and peaceful possession of the conveyed property and further assures that it is
free and clear from all liens and encumbrances whatsoever.

IN WITNESS WHEREFORE, the parties have set their hands on the day and at the place provided above.

(sgd.) TIM CO DCL CORP.


Vendor Vendee

With Marital Consent: Represented By:


(sgd.) SUSAN CO (sgd.) MANNY B. PAKYAW
President

WITNESSED BY:
(sgd.) Mark Sloan (sgd.) Miranda Bailey
Pasig City Taguig City

ACKNOWLEDGEMENT

BEFORE ME, on this 10th of March, 2018 in the City of Makati, personally appeared:

Tim Co with his Driver’s License No. 123456 issued by the Land Transportation Office on
December 31, 2017 and will expire on December 31, 2022

-and-

Manny B. Pakyaw with her Driver’s License No. 8765432 issued by the Land Transportation
Office on July 1, 2016 and will expire on July 1, 2021.

Both known to me to have personally executed the foregoing instrument and have acknowledged that the sale
is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and at the place first above written.

(sgd.) Atty. Daenerys Targaryen


Notary Public of Makati City
Appointment until 2019
IBP No. 1011
PTR No. 1256
Roll No. 8561
MCLE No. 5217
Series no. 13 of Commission

Doc. No. 5;
Page No. 15;
Book No. 8;
Series of 2018.

b.
Republic of the Philippines )
City of Makati ) S.S.

SECRETARY’S CERTIFICATE

I, Eva G. Green, of legal age, Filipino, married, with office address at No.1, Rockwell Drive, Makati City, on the basis of
Corporate records, do certify under oath that:
1. That I am the duly elected Corporate Secretary of DCL Corp. (hereinafter referred to as “the Corporation”), a
corporation duly organized and existing and by virtue of the laws of the Republic of the Philippines, with principal
office and place of business mentioned above and I have the custody of all the records of the Corporation;
2. At meeting of the Board of Directors of the Corporation, at which a quorum was present and obtained thereafter,
the following resolutions were unanimously approved and adopted: That in the regular meeting of the Board of
Directors of the Corporation on March 1, 2018, where a quorum was present and obtained, the following
resolution was unanimously approved and adopted:
“RESOLVED, as it is hereby resolved, that the Corporation is authorized to purchase the 12,000
sq.m. parcel of land located at No. 9 Wilson Street, Greenhills, San Juan City and owned by
Sps. Tim and Susan Co.

RESOLVED FUTHER, that for this purpose, Manny B. Pakyaw, President of DCL Corp., is hereby
authorized to sign, execute the Deed of Absolute Sale pursuant to the aforementioned
transactions, as well as enter into other transactions in behalf of the corporation necessary to
accomplish this purpose.”

3. The foregoing resolution has not been revoked, modified, or in any way amended. Accordingly, it may be fully
relied upon unless a written notice to the contrary is issued by the Corporation.

IN WITESS WHEREOF, I hereby affix my signature and the seal of the corporation on this 10th day of March, 2014 at
the City of Makati.

(sgd.) Eva G. Green


Corporate Secretary

ATTESTED BY:
(sgd.) Manny B. Pakyaw
President

SUBSCRIBED AND SWORN TO before me, this 3rd day of March 2018 in the city of Makati, the affiant representing
Driver’s License with No. 12345678 issued by the Land Transportation Office on September 21, 2016 and will expire on
September 21, 2019.

(sgd.) Atty. Daenerys Targaryen


Notary Public of Makati City
Appointment until 2019
IBP No. 1011
PTR No. 1256
Roll No. 8561
MCLE No. 5217
Series no. 13 of Commission

Doc. No. 5;
Page No. 15;
Book No. 8;
Series of 2018.

CONNECTED QUESTIONS.
Q1: Draft a Deed of Sale for the sale of shares of stock between the seller, X, an individual married to Y,
and ABC, Inc., a corporation registered under the laws of the Philippines. (2013 F, 2015 F)

Q2: Draft a secretary’s certificate executed by the corporate secretary of ABC, Inc. attesting to the
passage of a resolution by its board of directors authorizing the transaction mentioned in the previous
item. (2013 F, 2015 F)

Q3: Draft the minutes of the board meeting of ABC, Inc. approving the resolution mentioned in the
previous items. (2015 F)
A1: (2015 bluebook answer)

Republic of the Philippines )


City of Makati ) S.S.

DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:

This DEED OF ABSOLUTE SALE is made and entered into this 3rd day of April 2015 at the City of Makati by and
between:

X, of legal age, Filipino, married and residents of No. 4, Hidalgo Drive, Rockwell, Makati City,
hereinafter referred to as SELLER,

-and-

ABC, INC., a corporation duly organized and existing under the laws of the Philippines with address
at No.1, Rockwell Drive, Makati City and represented herein by MR. Z, hereinafter referred to as
BUYER,

WITNESSETH

WHEREAS, SELLER is the valid and legal owner of one (1) share of stock in DEF, Inc., which is covered by stock certificate
No. 123456.

WHEREAS, BUYER has agreed to purchase, and SELLER has agreed to sell said share of stock.

NOW THEREFORE, all the above-mentioned premises considered, more specifically the sum of ONE HUNDRED
THOUSAND PESOS (P 250,000,000.00) Philippine Currency, the receipt of which is hereby acknowledged by the BUYER
to the entire satisfaction of the VSELLER, the SELLER sells, transfers, and conveys the above-mentioned share of stock
in favor of the BUYER, its successors, and successors-in-interest.

SELLER hereby warrants that he is the valid owner of the conveyed share of stock, and that he has the authority to sell
said share of stok, and that it is free from all liens and encumbrances.
This DEED OF SALE FOR SHARES OF STOCK shall serve as authority for the corporate secretary of DEF, Inc. to cancel
the stock certificate under the name of SELLER, to record the sale of the share of stock in the books of DEF, Inc. and to
issue in lieu of the cancelled stock certificate, a new stock certificate in favor of BUYER.

All taxes, charges, and fees incident to this DEED OF SALE FOR SHARES OF STOCK shall be paid for by SELLER.

IN WITNESS WHEREFORE, the parties have set their hands on the day and at the place provided above.

(sgd.) X ABC, INC.


Seller Seller

With Marital Consent: Represented By:


(sgd.) Y (sgd.) Z
President

WITNESSED BY:
(sgd.) A (sgd.) B
Pasig City Taguig City

ACKNOWLEDGEMENT

BEFORE ME, on this 3rd day of April 2015 in the City of Makati, personally appeared:

NAME IDENTIFICATION NO.


X 123123
Y 456456
Z 789789
A 012012
B 345345

That they are the parties who signed and executed herein DEED OF SALE FOR SHARES OF STOCK, and that they
acknowledged before me that said DEED was of their free and voluntary act and deed, and that of the corporation the
BUYER represents.

The DEED OF SALE FOR SHARES OF STOCK consists of two pages, including the page wherein this Acknowledgment is
written, and signed on the left margin of each and every page by the parties and the witness.

WITNESS MY HAND AND SEAL on the date and at the place first above written.

(sgd.) Atty. Daenerys Targaryen


Notary Public of Makati City
Appointment until 2019
IBP No. 1011
PTR No. 1256
Roll No. 8561
MCLE No. 5217
Series no. 13 of Commission

Doc. No. 5;
Page No. 15;
Book No. 8;
Series of 2015.

A2: (2015 bluebook answer)


Republic of the Philippines )
City of Makati ) S.S.

SECRETARY’S CERTIFICATE
I, Jennifer Love Hewitt, of legal age, Filipino, single, with office address at No.1, Rockwell Drive, Makati City, on the
basis of Corporate records, do certify under oath that:
1. That I am the duly elected Corporate Secretary of ABC, INC. (hereinafter referred to as “the Corporation”), a
corporation duly organized and existing and by virtue of the laws of the Republic of the Philippines, with principal
office and place of business mentioned above and I have the custody of all the records of the Corporation;
2. At meeting of the Board of Directors of the Corporation, at which a quorum was present and obtained thereafter,
the following resolutions were unanimously approved and adopted: That in the regular meeting of the Board of
Directors of the Corporation on March 31, 2015, where a quorum was present and obtained, the following
resolution was unanimously approved and adopted:
“RESOLVED, as it is hereby resolved, that the Corporation is authorized to purchase one (1)
share of stock of DEF, Inc. covered by Stock ertificate No. 123456 and owned by X, and for
this purpose, the Company hereby authorizes Sarah Jessica Parker, President of ABC, Inc. to
sign, execute and delivery any documents, instruments and agreements, and to perform such
acts as may be necessary to carry out the foregoing.”
3. The foregoing resolution has not been revoked, modified, or in any way amended. Accordingly, it
may be fully relied upon unless a written notice to the contrary is issued by the Corporation.

IN WITESS WHEREOF, I hereby affix my signature and the seal of the corporation on this 2 nd day of April 2015 at the
City of Makati.

(sgd.) Jennifer Love Hewitt


Corporate Secretary

ATTESTED BY:
(sgd.) Z
President

SUBSCRIBED AND SWORN TO before me, this 2nd day of April 2015 in the city of Makati, the affiant representing Driver’s
License with No. 12345678 issued by the Land Transportation Office on September 21, 2013 and will expire on
September 21, 2016.

(sgd.) Atty. Daenerys Targaryen


Notary Public of Makati City
Appointment until 2019
IBP No. 1011
PTR No. 1256
Roll No. 8561
MCLE No. 5217
Series no. 13 of Commission

Doc. No. 5;
Page No. 15;
Book No. 8;
Series of 2015.

A3: (2015 bluebook answer)

MINUTES OF THE BOARD MEETING

ABC, Inc. with office address located at No.1, Rockwell Drive, Makati City
1. Called for a regular meeting of the Board of directors on which took placed on , where quorum
was present and obtained with the following members of the Board of Directors present:

Z, C, D, E, F, G, H, I, J, K, L, M.

2. On above-mentioned meeting, the following resolution was unanimously approved and adopted:
“RESOLVED, as it is hereby resolved, that the Corporation is authorized to purchase one (1)
share of stock of DEF, Inc. covered by Stock ertificate No. 123456 and owned by X, and for
this purpose, the Company hereby authorizes Sarah Jessica Parker, President of ABC, Inc. to
sign, execute and delivery any documents, instruments and agreements, and to perform such
acts as may be necessary to carry out the foregoing.”

(sgd.) Jennifer Love Hewitt


Corporate Secretary

ATTESTED BY:
(sgd.) Z
President

Board of Directors:
(sgd.) C, D, E, F, G, H, I, J, K, L, M.

Q: Draft a special power of attorney for the sale of a parcel of land. (2013 F, 2015 F)
(2015 bluebook answer)
Republic of The Philippines )
City of Makati ) S.S.

SPECIAL POWER OF ATTORNEY

I, Bianca King, of legal age, Filipino, single, and resident of Unit 32D, Edades, Rockwell, Makati City, after having been
duly sworn in accordance with law, hereby dispose and state that:
1. I am the valid and absolute owner of parcel of land located at 29 Dragonfly Street, Valle Verde 6, Pasig City,
particularly described as follows:
2. The property herein described is covered by a Transfer of Certificate of Title No. 123456, which names me
therein as the valid and absolute owner;
3. I hereby grant my sister, Atty. Solenn Heussaff, the special power of attorney to sell, transfer, and convey the
above-mentioned property and its implements, with such power continuing from the date of this document until
I said property has been sold, transferred, or conveyed.

IN WITESS WHEREOF, I hereby affix my signature this 15th day of November 2015 n Makati City.

(sgd.) Bianca King

(sgd.) Atty. Solenn Heussaff

SUBSCRIBED AND SWORN TO before me, this 15th day of November 2015 the affiant representing his passport,
issued at DFA Manila on June 3, 2013 with identification No PF583N29 expiring as proof of his identity, in Makati City.

(sgd.) Atty. Daenerys Targaryen


Notary Public of Makati City
Appointment until 2017
IBP No. 1011
PTR No. 1256
Roll No. 8561
MCLE No. 5217
Series no. 13 of Commission

Doc. No. 5;
Page No. 6;
Book No. 8;
Series of 2015.

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