Strong Group and Bill Santos,

Applicant,

-versus- G.R. No. 2017-01

Nancy Jane,
Respondent.
X--------------------------X

RECORD

1. Strong Group is a multinational company registered in the Philippines. It is engaged in many

businesses within and without the country. Its portfolio includes a media subsidiary and
investments in real estate and with different ASEAN stock markets. Its cash cow is however its
financing and ownership of banks.

2. Bill Santos has been employed by Strong Group for the past 16 years. He is currently its Chief
Finance Officer and has been responsible for the success Strong Group has attained in the
domestic markets and in the international markets as well. Bill Santos is a media darling. He is
the public image of Strong Group when consumers see Bill Santos they think of Strong Group.

3. Nancy Jane is a law graduate but now works as a model. She has been gaining reputation as a
celebrity endorser of several companies which includes Strong Group. She was however being
investigated by the Bureau of Internal Revenue for non-payment of taxes. The BIR discovered an
unreported income in the amount of Php.15,000,000 which she earned in 2014. A notice of
Informal Conference was sent to her in 2016.

4. With advise of her lawyer, Nancy Jane decided to be candid and explained to the BIR that the
amount of Php.15,000,000 was received as an out-of-court settlement from a dispute and was
not earned from her profession as a model. She further claimed that she received the money
from Strong Group by way of settlement so she will not file any action or claim for the sexual
harassment she suffered in the hands of Bill Santos.

5. This response from Nancy Jane was leaked to the different news organizations in the country
and immediately thereafter Bill Santos was being referred to as the Chief Financial Groper.

6. Strong Group and Bill Santos sued Nancy for Damages in the amount of Php.100,000,000.00 for
(1) breach of contract and (2) defamation. The case was initially filed with the Regional Trial
Court which granted the suit for damages claiming that indeed there was breach of the Non-
Disclosure clause but it dismissed the cause of action for defamation holding that an admission
of liability has already been made in the settlement and therefore falls under damnum absque
injuria.

1
7. Pertinent provisions of the Settlement are quoted below:

SETTLEMENT, RELEASE, COVENANT NOT

TO SUE, WAIVER AND NON-DISCLOSURE AGREEMENT

WHEREAS, NANCY JANE, individually and on behalf of all her successors,

heirs, executors, administrators, legal representatives, and assigns (hereinafter
referred to collectively as Jane), and STRONG GROUP, on behalf of its parents,
subsidiaries divisions and affiliates, and their respective predecessors, successors,
assigns, representatives, officers, directors, shareholders, agents, employees and
attorneys (hereinafter referred to collectively as Strong Group), have reached
agreement with respect to all matters arising out of her relationship with Bill Santos;

NOW, THEREFORE, in consideration of the mutual covenants and

undertakings set forth herein, Jane and Strong Group agree as follows:

Payments and Benefits. Strong Group will pay Jane the amount of
Php.15,000,000.

Waiver. In consideration of the covenants and undertakings above, Jane

releases and discharges Strong Group from any and all liability, and waives any and
all rights of any kind and description that she has or may have against Strong Group
as of the date of this Agreement, including, but not limited to, any asserted and
unasserted claims arising from any employment relations laws, tort, tortious course
of conduct, contract, public policy, statute, common law, and equity, and claims for
wages and benefits, monetary and equitable relief, punitive and compensatory relief,
and attorneys fees and costs.

No Admission of Liability. By entering into this Agreement, the parties do not

admit to any liability, wrongdoing, breach of any contract, commission of any tort or
the violation of any statute or law alleged by the other to have been violated or
otherwise.

Entire Agreement and Severability. This Agreement constitutes the complete

settlement of all issues and disputes existing between Jane and Strong Group as of the
date hereof, and may not be modified except by a suitable writing signed by both Jane
and Strong Group. This Agreement has been entered into by Jane and Strong Group
voluntarily, knowingly, and upon advice of counsel. If any provision of this Agreement
is held to be invalid, the remaining provisions shall remain in full force and effect.

Breach of Agreement. Jane agrees that, without limiting Strong Groups

remedies, should she commence, continue, join in, or in any other manner attempt to
assert any claim released in connection herewith, or otherwise violate in a material
fashion any of the terms of this Agreement, Strong Group shall not be required to
make any further payments to Jane pursuant to this Agreement and that Strong

2
Group shall be entitled to recover all payments already made by it (including interest
thereon), in addition to all damages, attorneys fees and costs, Strong Group incurs in
connection with the Janes proven breach of this Agreement. Jane further agrees that
Strong Group shall be entitled to the repayments and recovery of damages described
above without waiver of or prejudice to the release granted by her in connection with
this Agreement, and that her proven violation or breach of any provision of this
Agreement shall forever release and discharge Strong Group from the performance of
its obligations arising from the Agreement.

Non-Disparagement. Jane and Strong Group each agree that except, for
truthful statements in any proceeding to enforce this Agreement, neither will make or
publish any statement (orally or in writing) that becomes or reasonably could be
expected to become publicly known, or instigate, assist or participate in the making
or publication of any such statement, which would libel, slander or disparage
(whether or not such disparagement legally constitutes libel or slander) the other or,
with respect to Strong Group, any of its affiliates or any other entity or person within
Strong Group or its affiliates, any of their affairs or operations, or the reputations of
any of their past or present officers, directors, agents, representatives and employees.

Unauthorized Disclosure. Without the prior written consent of Strong Group,

except to the extent required by an order of a court having jurisdiction or under
subpoena from an appropriate government agency, in which event, Jane shall use her
best efforts to consult with Strong Group prior to responding to any such order or
subpoena, Jane shall not disclose any confidential or proprietary trade secrets,
customer lists, drawings, designs, programs, software, protocols, information
regarding product development, marketing plans, sales plans, manufacturing plans,
management organization information, operating policies or manuals, business
plans, financial records, packaging design or other financial, commercial, business or
technical information (a) relating to Strong Group or any of its Affiliates or (b) that
Strong Group or any of its Affiliates may receive belonging to suppliers, customers or
others who do business with Strong Group or any of its Affiliates (collectively,
Confidential Information) to any third person unless such Confidential Information
has been previously disclosed to the public or is in the public domain (other than by
reason of Janes breach of this Section).

The parties further agree that the terms of this Agreement, and the
negotiations leading up to it shall not be disclosed by the parties to any person, other
than in a proceeding to enforce the terms of this Agreement or pursuant to valid
subpoena or court order, with the exception of the parties lawyers, and, with respect
to Jane, her immediate family, provided that the parties inform any such persons that
they must not disclose the same to any person and they agree to that condition. In
response to any inquiry from third parties, the parties and their attorneys may state
only that the parties have resolved the matter.

3
 Attorney Fees. The parties agree that, in any suit brought by either party for
breach of this Agreement by the other, the non-prevailing party will be liable for the
reasonable attorneys fees of the prevailing party.

Governing Law; Venue. This Agreement shall be governed by and construed

in accordance with the law of the State of the Philippines. An action for breach of this
Agreement may be brought in any court of competent jurisdiction located in Makati.

8. During the pendency of the suit before the Court of Appeals, Bill Santos was terminated by
Strong Group and was given US$5 Million as severance package.

9. On separate appeals by both parties, the Court of Appeals affirmed the decision of the Regional
Trial Court. Thus this appeal to the Supreme Court on the two issues:

a.) Whether or not Nancy Jane committed breach of the non-disclosure agreement
b.) Whether or not Bill Santos is entitled to damages for the defamation he suffered.

10. The applicant Strong Group and Bill Santos says that there was breach and therefore they are
entitled to Php.100,000,000.00 from Nancy Jane. Bill further says that because of this breach,
his reputation and the good will of Strong Group has now been tarnished beyond repair.

11. The respondent Nancy Jane claims that she committed no willful breach of the Agreement that
she was doing so because she was being ordered to tell the truth by the Bureau of Internal
Revenue. She also claims that she was not the one who besmirched Bills reputation and if that
was the case that it was an unintentional consequence in order to save herself from
imprisonment and payment of fine if found liable by the BIR. She belatedly claimed in her
Memorandum before the Court of Appeals that the Agreement was a contract of adhesion.

The Jurisdiction of this Honorable Court is admitted and all procedural matters are dispensed
with.