Writing Trial Memoranda In trials by jury in the United States and other countries that have adopted that

system of hearing and deciding cases, trial is usually followed by oral arguments from both sides. Counsel stands before a jury of ordinary men and women, orally sums up his case and tries to persuade them with evidence and arguments to accept his clients point of view. In the Philippines, only one personthe judge who is trained and experienced in the law sits to hear the case in its entirety and passes judgment on the dispute. Because cases are tried in installments over a period of time, usually a year or two, counsels often need to argue their cases at the end of trial. They do this by written memoranda. Pre-work is indispensable to a substantial and convincing trial memorandum. It will do well for you, therefore, to go over the pleadings, the transcript of the testimonies of the witnesses, and the documentary exhibits. Working on these materials, identify the legal dispute involved and, based on it, draw up the principal issue in the case. From there, proceed to make an outline of the relevant facts that the opposing parties claim and pin point the issues that you need to address..

After pre-work, write up your clients memorandum in the case. Make sure that your memorandum embodies the following indispensable parts: 1. A summary of the nature of the action and the court proceedings so far had in it;

2. A summary of the facts of the case - the transaction or event that brought about the legal dispute and the lawsuit - as seen from the opposing points of view of the parties;
3. A statement of the relevant issues that the parties present for resolution; and 4. An orderly presentation of the arguments that support your clients position.

Illustrative case: Maranan v. Gonzalo Realty In a case, the president of a corporation, acting in his own name, leased one of the properties of his company to a third person at a fixed rent for twenty-five years. After the president left, the tenant brought a lawsuit to enforce the contract against his company. Following the trial, defendant company filed a memorandum in the case, reproduced below. It shows a species of such pleading. Certain details have been altered to preserve the privacy of the parties involved. Republic of the Philippines REGIONAL TRIAL COURT National Capital Judicial Region Mandaluyong City, Branch 156 RAMON C. MARANAN, Plaintiff, - versus GONZALO REALTY CORPORATION, Defendant. x-------------------------------------------------x SCA No. CV 0341

DEFENDANTS MEMORANDUM Defendant, by counsel, respectfully submits its memorandum in the case: The Case Plaintiff Ramon C. Maranan filed this action for declaratory relief and damages against defendant Gonzalo Realty Corporation, claiming that the Court needed to ascertain the rights of the parties under a contract of lease between them before its terms were violated. In its answer, Gonzalo Realty claimed that it did not authorize the contract of lease and that the action was improper for declaratory relief. The parties claimed moral damages and attorneys fees against each other. The Facts

At the trial, Maranan gave his version of the events. He had been renting the land in question from Gonzalo Realty from April 1998 under a Contract of Lease, Exhibit A, (Transcript of Stenographic Notes, August 27, 2008, p.5) . Ted Gonzalo, its president and director, represented Gonzalo Realty in that Contract (id., p.6).

The contract was for twenty-five years at P3,000.00 rent per month, which he had always paid. At the beginning Ted or Celia, his secretary, gave Maranan unofficial receipts for the rents but from August 2006 Gonzalo Realty began to give him official receipts (id, p. 13). From September 2007, however, Gonzalo Realty refused to take his monthly rents, insisting that he should increase this to P8,000.00 (id., p. 14). Maranan went to Gonzalo Realtys office and asked Edmund Gonzalo, its new president, to honor the contract signed by the former president, Ted Gonzalo. But Edmund and her sister, Judith Gonzalo, told him that the contract was void. Maranan had not since seen Ted Gonzalo. These events prompted him to file the present action. A second witness, Fred Simon testified that he had been paying Maranans rents to Susan, the secretary of Gonzalo Realty, at its office and that, although Edmund knew of such payments, he did not object to them (Exh. H). Judith Gonzalo, a stockholder, a member of the board of directors, and the corporate secretary of Gonzalo Realty (TSN January 30, 2009, p. 5-6), presented her companys version. She served as company president from August 2006 to December 2007, succeeding her brother Ted (id., p. 7) who served from 2000 to July 2006. Later, her other brother ,Edmund, took over as president.

Gonzalo Realty had been leasing lots and a building in San Dionisio, Baclaran and Tambo in Paraaque (id., p. 8), including the two small lots subject of this case (id., p. 9). Judith first learned of the lease of the two small lots to Maranan in 2006 when, on becoming Gonzalo Realtys president, she asked their secretary to instruct all the tenants to pay their rents directly to Gonzalo and no longer to Ted. Beginning in August 2006, Maranan paid his rents to Gonzalo Realty, which issued him official receipts (id., p. 10; Exhs. B to B-19). The company did not issue the other receipts that Maranan presented in court (Exhs. D toD-34), some of which included official receipts issued by his brother Teds company, the TRG Enterprises (id. P. 11) . TRG stood for Ted R. Gonzalo. Gonzalo Realty did not authorize Ted to enter into the lease contract, Exh. A, with Maranan (id., p. 12) Judith first saw it only in August or September 2007 while she was making her rounds of their properties. When Judith asked Maranan if they could already increase his rents, the latter produced a lease contract with Ted Gonzalo for twenty-five years of P2,000.00 rent per month with no escalation (id. P. 13). As soon as she saw the contract, Judith wrote Maranan, informing him of its invalidity and demanded an increase in his rent to P8,000.00 per month, subject to a 10% yearly increase (id.,p. 14).

According to Gonzalo Realtys by-laws, its presidents powers were purely managerial or administrative (id., p. 14; see Sections 4 and 5). This allowed him to lease corporate properties for not more than one year; for leases over one year, the contracts had to pass Judith and be approved by the board of directors of the company (id., p. 15). In this case, the board learned of Maranans contract with Ted only in August 2007. It neither authorized nor ratified that contract (id., p. 17). To defend itself against the suit, Gonzalo Realty had to hire the services of counsel for P100,000.00 and P3,000.00 for every hearing he attended (id., pp. 17-18). The Issues The Court defined the issues in this case in its pre-trial order as follows: 1. Whether or not the Contract of Lease executed by and between Ted Gonzalo and Ramon Marana binds Gonzalo Realty; and 2. Whether or not either party is entitled to damages and attorneys fees.

Arguments I. TED GONZALO DID NOT HAVE AUTHORITY TO BIND GONZALO REALTY TO THE LONG TERM LEASE AGREEMENT THAT HE SIGNED WITH MARANAN Maranan claims that Gonzalo Realty is bound by the contract that he entered into with Ted Gonzalo since, as president of Gonzalo Realty, the latter had the necessary authority to act for it. But the fact that Ted was Gonzalo Realtys president in 1998 did not mean all his acts were the acts of the corporation. Consider the following: First. Ted did not enter into the subject contract of lease on behalf of Gonzalo Realty, either as its president or as its agent. The portion of the contract, Exhibit A, which identified who the parties were to that agreement, shows that Maranan contracted only with Ted in his personal capacity. Thus This Contract is made and entered into by and between:

TED R. GONZALO, of legal age, Filipino, married, with resident and postal address at 336 J. P. Rizal St., Mandaluyong City, hereinafter referred to as the LESSOR; -and -

RAMON C. MARAMAN, of legal age, Filipino with resident and postal address at 478 Tangco St., Mandaluyong City, hereinafter referred as the LESSEE.
Since the above contract specified Ted Gonzalo as the lessor of the property, Maranan cannot pretend that he entered into that contract with Gonzalo Realty itself. The latters name does not appear on the face of the contract at all. As a businessman, Maranan is intelligent and his eyes were open. He should be held bound by the representations in that contract that he had dealt only with Ted in his personal capacity. Second. The contract falsely claimed that Ted owned the subject lots. The whereases clause unmistakably states:

WITNESSETH: WHEREAS, the LESSOR [Ted Gonzalo] is the registered owner of two (2) parcels of land, covered and embraced by Lot 25, containing an area of 102 square meters and Lot 26 with an area of 15 square meters, both situated at Banaba Subdivision, Poblacion, Mandaluyong City; WHEREAS, the LESSEE desires to lease the above mentioned two (2) Lots and the Lessor is willing to lease the same unto said Lessee, under, the following terms and conditions, to wit: xxx xxx xxx xxx

Maranan testified that he knew that the two lots belonged to Gonzalo Realty even before he leased them (TSN, August 27, 2008, p. 29). He, therefore, acted with malice and bad faith when he nonetheless agreed to lease them from Ted under an understanding, which was a false one as Maranan very well knew, that Ted owned the property. A party who had acted in this way could not avail himself of any equitable relief from the consequences of his improper conduct.

Third. It does not help Maranans case that he admitted in the course of recross that before he leased the property from Ted, he had seen the deed of exchange, Exhibit G, which Gonzalo Realty entered into with Acme Realty Corp. for a swap of the lots between them. Since that document was a sample of how Gonzalo Realty, a corporation, contracted with third persons, Maranan was familiar with the form used. Indeed, he admitted that he read the front portion of the deed of exchange and saw that, although the contracting party was Gonzalo Realty, the document declared that Ted, its president, represented it in the transaction. Still, when it came to the two lots that Maranan allegedly leased from Gonzalo Realty, he went along with the idea that Ted Would act on his own, in a personal capacity, rather than as Gonzalo Realtys representative. Maranan could not, therefore, claim ignorance of what it took to bind a corporation to a contract. He knew that the lease contract did not bind Gonzalo Realty. Fourth. Even if Maranan and Ted had wanted the latter to bind Gonzalo Realty into that contract, still Ted could not do so. Section 23 of the Corporation Code vests in the board of directors the corporate powers of a corporation, including the power of control over all its properties.

Sec. 23. The board of directors or trustees. Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporation controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock, from among the members of the corporation, who shall hold office for one (1) year and until their successors are elected and qualified. As president, Ted only had powers of general administration under the corporations by-laws (TSN, January 30, 2007, p. 14). Article 1877 of the Civil Code governs the scope of his authority. Thus: Art. 1877. An agency couched in general terms comprises only acts of administration, even if the principal should state that he withholds no power or that the agent may execute such acts as he may consider appropriate, or even though the agency should authorize a general and unlimited management. Consequently, with his limited powers, Ted could not encumber the properties of the corporation for a twenty-five-year lease with no adjustments in rent. Such is not an act of general administration. Indeed, Article 1878(8) of the

Civil Code provides that a person acting for his principal, like acting for Gonzalo Realty, needs a special power of Attorney to lease any real property to another for more than one year. Thus: Art. 1878. Special powers of attorney are necessary in the following cases: xxx xxx xxx

(8) To lease any real property to another person for more than one year; xxx xxx xxx

Here, neither the complaint nor the contract of lease states that Ted had been empowered with a special power of attorney approved by the Board of Directors of Gonzalo Realty to lease its two lots to Maranan for twenty-five years with no change in rental.

Fifth. Assuming that Ted had the authority to enter into long-term lease contracts on behalf of Gonzalo Realty even without a special power of attorney from its board of directors (a point that is not conceded), still he could not have bound Gonzalo Realty to the particular contract subject of this case. Article 1883 of the Civil Code provides that, if an agent acts in his own name, the principal has no right of action against the persons with whom the agent has contracted; neither have such persons against the principal. Here, clearly, Ted acted in his own name. Consequently, Maranan had no right of action against Gonzalo Realty. II GONZALO REALTY HAS NOT RATIFIED THE CONTRACT OF LEASE BETWEEN TED GONZALO AND MARANAN Maranan next claims that Gonzalo Realty should be considered as having ratified the contract in question considering how it had received monthly rents from him as evidenced by the receipts that it issued.

But Gonzalo Realty could not ratify a contract it did not know existed. Judith Gonzalo testified that they learned of the contract of lease between Ted and Maranan only in August 2006 and Gonzalo Realty lost no time to assail it. Indeed, neither Maranan nor his warehouseman, Fred Simon, testified to having previously discussed with Judith or Edmund Gonzalo, whom they knew were directors and later presidents of the company, the matter of the twenty-five-year contract of lease. Nor could Maranan capitalize on the fact that he had faithfully paid monthly rentals of P2,000.00 for the property from 2003 to August 2007. Consider the following: 1. As Judith Gonzalo testified, when she took over from Ted as president of Gonzalo Realty in August 2006, she simply continued to have the rentals collected from the known existing tenants on their properties. She had assumed, in the absence of any written contract in the files of the corporation, that these tenants were consistent with Guillermos limited authority, on a month-to-month lease only since they were paying rents on a monthly basis.

Consequently, Maranan cannot infer from the fact of Gonzalo Realtys receipt of rentals from him beginning in August 2006 that it had knowledge and approved of his 2003 contract of lease. Only when Maranan invoked his alleged twenty-five-year contract with Ted and sent a copy of it to Gonzalo Realty around August 2007 did the latter learn of its existence. And Gonzalo Realty promptly informed Maranan that the contract was void. 2. The receipts that Maranan got for the rents he paid are consistent with Gonzalo Realtys lack of knowledge of the contract and his occupation of the property in 2003. The paper trail of receipts he offered is interesting and proves this point. Consider the following: First. The lease evidently ran for over two years from April 2003 to July 2006 as a secret, illicit agreement solely between Maranan and Ted. The receipts corresponding to this period were mostly unofficial, written on scratch papers of various sizes (Exhs. D to D-34) In some cases, official receipts had been issued but these were in the name of TRG Enterprises, a business that belonged to Ted. TRG stood for Ted R. Gonzalo. For five years, therefore, Maranan and Ted actually cheated Gonzalo Realty of earnings from its property.

Second. Official receipts from Gonzalo Realty appeared only from August 2006, consistent with Judith Gonzalos testimony that only from that month did their company begin to collect rents from Maranan (Exhs. B to B-19). She testified that they assumed that Maranan had been leasing the property on a monthto-month basis and they collected rents from him in good faith on the basis of that belief. III. GONZALO REALTY IS ENTITLED TO DAMAGES

For having instituted this baseless and malicious suit, Maranan should be held liable to Gonzalo Realty for moral damages and attorneys fees.
WHEREFORE, defendant Gonzalo Realty Corporation respectfully prays the Court to render judgment: 1. Dismissing the petition for lack of merit; and

2. Ordering plaintiff Ramon C. Maranan to pay defendant moral damages of P1 million and Attorneys fees of P 100,000.00 plus appearance fee for counsel at P 3,000.00 per hearing. [Explanation: A copy of this memorandum has been served on the adverse party by registered mail in view of the distance and the absence of a messenger who would make a personal service.] Manila for Muntinlupa City, May 12, 2009. ISABELA H. FONTILA Counsel for Gonzalo Realty Corp. 2nd Floor Olympia Bldg. 445 Buendia Avenue Makati City Atty. Roll No. 23456 IBP 544498 12-21-09 PTR 872325401-02-09 MCLE Compliance III-295 Email: ihfontilla@yahoo.com Copy furnished: Atty. Shaira A. Cruz 346 President Avenue Paraaque City

Writing Exercises You will be provided with the important portions of he record of an actual carnapping case. The names of person and places involved the been changed to protect the privacy if those involved. And, although the materials have been edited, the purpose is only to eliminate collateral discussions and control length. What remains are faithful to their substance. Assume that the case has been submitted for decision and the court has required you to file a memorandum in support of your clients case, whether you choose to be lawyer for the presecution or for the accused. Use what you have learned and go through the following is: 1. Read the materials closely and make on outline of the relevant facts of the case, arranging them in the order of time. 2. Determine the legal dispute by ascertaining what right of a party the other has violated. Afterwards, study the law and rules involved in such a dispute. 3. List down all the issues involved and identify the controlling issue or issues that, when resolved, will end the legal dispute. 4. Rough out your argument on a paper, using the balance sheet format. At the bottom of the balance sheet, write your closing statement, usually an appeal to the good sense of the reader.

5. Write up your memorandum, introducing the issue or issues, fleshing out your arguments, and making a closing statement. Finally, edit your work to rid it of needless words and improve its clarity. You cannot learn legal writing by just knowing its theories and techniques. You need to practice. And this practice case is such a good beginning.