Republic of the Philippines

REGIONAL TRIAL COURT

BRANCH _____, MANILA
PEOPLE OF THE PHILIPPINES
,

XV-07-INQ-12A-00358
Plaintiff,
-versus-

CRIM. CASE NO_____

JUAN DELA CRUZ y REYES

Violation of SEC.5 and 11,
@ JONJON
RA 9165
794 HAMABAR ST. TONDO, MANILA
(UNDER ARREST)
Accused,
x----------------------------------------------------x
INFORMATION
The Arbitration Tribunal lacks jurisdiction over Global Minerals
because of the following reasons:
I.
The Counterclaim is unconscionable and unreasonable;
II.
Global Minerals is a non-signatory to the Arbitration Contract;
III. The Doctrine of Companies is inapplicable to the case; and
IV. There is an absence of fraud and agency.
1.
The Counterclaim is unconscionable and unreasonable.
The request to join Global Minerals as a party to the Arbitration
must fail since there are no grounds to support the counterclaim
raised by the Respondent. At the outset, there was never a loss
on the part of Global Minerals given that Coltan remains under
its ownership and possession. Neither has it deteriorated nor
losts its marketability. The alleged entitlement to damages is in
contrast to the well-settled elements of a valid claim for loss of profit
under New York Law1. First, the indemnities claimed were not
caused by the alleged breach of the purchase contract. (indicate
mo dito yummy kung eto ba yung galing dun sa New York Law or
application dun sa present arbitration case) The loss was due to a
lawful order granted by the Arbitral Tribunal whom, as previously
1 International Commercial Arbitration in New York edited by James
H. Carter, John Fellas citing Tom Doherty Assocs, Inc. v Saban Enter.,
60 F 3.d 27,38 (2d Cir.1995) 306-307

discussed, has valid authority to grant the Interim Relief. Second, the
claim is was also not also proven with reasonable certainty as the
alleged loss of profit wais merely anchored based on the supposed
improvement in the marketability of Coltan. Even the effect of the
developing situations in Xanadu, which, as claimed by Respondent,
would result to the decrease of the marketable price of the Coltan, is
purely speculative and self-serving 2. Still Assuming Arguendo to be
true (Even assuming said claim to be true kung same pa rin pa rin
ng thought kung gamitin mo tong phrase na to, mas ok kung gamitin
mo tong phrase na to ), the alleged development in Xanadu is
beyond the control and fault of the Claimant, the parent
company, as well as the Emergency Arbitrator. Lastly, there were no
previous stipulations between the parties that damages forrom loss of
profit may be claimed3.
Consequently, the RESPONDENT cannot hold the CLAIMANT or
Global Minerals liable for profit whichprofit was never realized. The
amount asserted is unconscionable, speculative and without basis.
Similarly, the joinder against Global Minerals wasis unnecessary for
the reason that Vulcan LTD has sufficient credit to cover the
Respondents claim in the event of a successful litigation. Vulcan has
a line of credit ( o credit line?) amounting to USD 5 million inwith a
bank in Equatoriana guaranteed by their parent company 4. As
defined, credit line is an arrangement between a financial
institution, usually a bank, and a customer that establishes a
maximum loan balance that the bank will permit the borrower to
maintain5. As a resultHence, the borrower, at any time, can draw
the line of credit ( credit line? O interchangeable sila?) at any time
for to whatever purpose as long as the debtor willdoes not exceed the
maximum amount set in the agreement6. Therefore,hus the joinder is
prematurely filed since the insolvency of the CLAIMANT which is
sought to be prevented is nonexistent.
2.Non-Signatory.
As oppose to the Respondents claim, Global Minerals is beyond the
jurisdiction of the Arbitral tribunal because it did not gave its consent
consent to the Arbitration Contract between Vulcan LTD and
Mediterraneo Mining SOE.

2 DamageClaim No. 38
3 Ibid. Page
4 Proclamation Order No. 2, No 9
5 http://www.investopedia.com/terms/l/lineofcredit.asp
6 Ibid

Global Minerals is a non-signatory not a signatory or party to the

Arbitration Contract, perfected on 28.03.2014 (March 28, 2014). The
Contract expressly provided for only two parties, as mentioned in
Article 1 therein;
Article 1: Contracting Parties:;
Seller: Mediterraneo Mining SOE, 5-6 Mineral Street, Capital City,
Mediterraneo
Buyer: Vulcan Coltan Ltd, 21 Magma Street, Oceanside ,
Equatoriana7
The Respondents position is runs violative of the well-settled
principle of privity of contracts, which maintains. Under this principle,
contracts give rights and imposes liabilities on the concerned parties.
Only they are given the right to sue each other according to the
contract terms8. The truth of the matter is Global Minerals merely
signed the purchase contract as an endorser whereto which it
bound itself to guarantee the fulfillment of the Claimants obligation to
pay. In fact, if Global Minerals intended to be bound by the contract it
would have easily done so. It could have named itself as one of the
contracting parties as mentioned.
In the case of Amalgamated Clothing Workers of America v. Ironall
Factories Co., it was ruledstated that Arbitration is a matter of
contract and, in spite of the strong policy in its favor, a party cannot
be compelled to arbitrate any dispute which he has not agreed to
submit.9
Hence, the cornerstone of the arbitration process 10 lies on the
mutual consent of the parties
therein who stipulated such
agreement. Consequently, the Arbitration agreement cannot be
extended to the parties of the principal contract who did not gave
their consent to be bound by the arbitration. (Consequently, the
Arbitration agreement cannot be extended to entities or personalities
who did not consent to be bound therein.- check mo kung same
thought to nung sayo mas appropriate ata pag ito ginamit mo )

7 Exhibit C 1
8 Black Law Dictionary http://thelawdictionary.org/privity-ofcontract/
9 Amalgamated Clothing Workers of America v. Ironall Factories Co.
(C.A. 6, 1967), 386 F.2d 586,
10 VARADY TIBOR ET AL., INTERNATIONAL COMMERCIAL
ARBITRATION: A TRANSNATIONAL PERSPECTIVE, (Thomson/West
2006)

Consistent with this is the Principle of Separability whichSeparability

wherein denotes that Arbitration clauses included in a contract are to
be treated as independent or separate contracts 11.
According to the UNCITRAL Model Law on International Commercial
Arbitration:;
Article 16. Competence of arbitral tribunal to rule on its jurisdiction
(1)The arbitral tribunal may rule on its own jurisdiction,
including any objections with respect to the existence or validity
of the arbitration agreement. For that purpose, an arbitration
clause which forms part of a contract shall be treated as an
agreement independent of the other terms of the contract. A
decision by the arbitral tribunal that the contract is null and void
shall not entail ipso jure the invalidity of the arbitration clause 12.
(alam ko may format yung pag quote ng ganito smaller font ata, di ko
lang sure kung same yun sa moot court)
According to Blacks Law dictionary, a contract of guarantee means
to undertake collaterally to answer for the payment of another's
debtor the performance of another's duty, liability, or obligation. It is
an independent contract to the Arbitration Agreement 13. (Check mo
yung quotation mo dito? Kasi yung footnote mo after nung phrase na
wala na sa quotation mark kung di siya magkasunod, pwede mo
lagyan ng ellipses if under same quote siya ) In Hanseat OLG
Hamburg, (eto nay ung ful title?) the court ruled that An arbitration
agreement is effective only between the parties and their successors,
however, does not bind a guarantor debt transferee and guarantors,
as their guilt is independently beside the principal debt and private
legal fate has 14. Same A similar ruling was applied in Grundstad v.
Ritt where , in which thatit was decided that a non-signatory
guarantor to an agreement containing the arbitration provision is not
bound by that provision15.
As in this case, Global Minerals only intended to be abound itself as a
mere guarantor and not a contracting party to the case. It was
11 UNCITRAL 2012 Digest of Case Law on the Model Law on
International Commercial Arbitration
12 Official Records of the General Assembly, Fortieth Session, Supplement
No. 17 (A/40/17), annex I; United Nations publication, Sales No. E.95.V.18

13 http://thelawdictionary.org/guaranty/
14 Hanseatisches Oberlandesgericht Hamburg, Germany, 6 Sch 04/01, 8
November 2001, available on the Internet at http://www.disarb.de/de/47/datenbanken/rspr/hanseat-olg-hamburg-az-6-sch-04-01datum-2001-11-08-id145. Zller / Geimer, Code of Civil Procedure, 22 ed.,
1029 para. 60

15 Grundstad v. Ritt, 106 F.3d 201 (7th Cir. 1997)

established , that even from the negotiations, Global Minerals was

consistent in insisting its position that Vulcan would becomebe the
sole party to the contract16. Nonetheless, as the parent company,
Global Minerals undertook to facilitate the accomplishment of the
Respondents demands. (what demands?) Accordingly (o as a
result?), Global Minerals opted to secure the Claimants payment by
arranging a letter of credit (credit line) with its standard bank, the RST
Trade Bank Ltd17, as response to the Respondents request that
Global Minerals guarantee the fulfillment of the payment obligations 18
. (Better ata na ganito: Nonetheless, as the parent company, Global
Minerals undertook to facilitate the accomplishment of the
Respondents demands that the former guarantee the fulfillment of
the obligation. As a result, Global Minerals opted to secure the
Claimants payment by arranging a letter of credit (credit line) with its
standard bank, the RST Trade Bank Ltd 19.) TThe RESPONDENT was
well aware that Global Minerals, from its deeds and express
declarations, only elected to act as a mere endorser or guarantor.
Conversely, Global Minerals cannot be deemed to be directly
involved in the negotiations and performance of the contract. From
the details of the case, it was shown that, as the parent company,
Global Minerals merely introduced the Claimant to the market.
Global Minerals assisted in the negotiations but did not engage itself
as a direct party. This can be inferred from the separate and distinct
obligations which that were tasked to the Subsidiary and Parent
Company- Vulcan, to pay the obligation and Global Minerals to
secure its line of credit. In light of the newness of CLAIMANT to the
market, it iss near impossible to enter into a contract without
additional securities20. There wasis also no indication that the parent
company is a third party beneficiary since the Claimant enjoys its
autonomy in all of its transactions and dealings.
*soy, check mo footnotes mo. Di ko alam kasi kung may format kayo
or what. In any case, pag nag cite ka ng website, ilagay mo kung
kelan mo na retrieve yung info tapos check mo lang din yung pag
quote mo di ko ginalaw quotations mo kasi alam ko namang
tama galing mo dude. mwah

16Proclamation Order No. 2, No 7

17 Proclamation Order No. 2, No 17
18 Stament of Facts, Respondent, No 7
19 Proclamation Order No. 2, No 17
20 Reply to Counterclaim, Statement of Facts, No 5.

* tapos be consistent pala sa name nung mga parties kung Global

lang or Global Minerals ba