Republic of the Philippines

First Judicial Region

REGIONAL TRAIL COURT
Baguio City
Branch 13

JOHNNY WALKER,
Plaintiff,

Civil Case No.

-versus- _____________

For: SPECIFIC PERFORMANCE

WITH DAMAGES
LUPA REALTY
INCORPORATED,
Defendant.
x--------------------------------------------x

ANSWER WITH AFFIRMATIVE DEFENSES

COMES NOW with utmost deference unto this Honorable

Court,

Defendant, through the undersigned counsel respectfully

states that:

ADMISSIONS

1. The defendant admits the allegations contained in

paragraphs 1, 2 and 3 of the complaint relative to
the personal circumstances and addresses of the
parties herein.

2. The defendant admits the allegations contained in

Paragraphs 9, 10 and 11of the complaint.

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 DENIALS

3. That defendant specifically denies under oath the

genuineness and due execution of the alleged board
resolution (Annex A) attached to said complaint;

4. That defendant denies paragraphs 4 and 6 is

disputed for lack of documents to support the claim
for unpaid salaries in the amount of Ten Million
Pesos (Php 10,000,000.00) and accounts receivable
in the amount of Seven Million and Five Hundred
Thousand Pesos (Php 7,500,000.00) for a total
amount of Seventeen Million and Five Hundred
Thousand Pesos (Php 17,500,000.00). The unpaid
salaries being merely self-declared and the accounts
receivable not supported by receipts;

5. That defendant denies the allegation contained in

Paragraphs 7 and 8 of the complaint for the reason
that they have no factual basis as it is baseless;

6. That defendant denies the allegation contained in

Paragraph 12 for the reason that it is baseless and
there is no proof that plaintiff was adamant in
communicating with the corporation after the tender
of his irrevocable resignation;

7. That defendant denies the allegations contained in

Paragraph 13 and 14 for the reason that plaintiff,
through fraudulent machinations, was able to obtain
the titles of the properties without knowledge of
respondent;

8. That defendant denies the allegation contained in

Paragraph 15 for the reason that respondent, as
lawful owner of the properties, has the right to lease
and sell its properties , for an equitable amount, and
for the reason that the board resolution is null and
void;

9. That defendant partially admits Paragraph 16 that

title under the formers name for the same is the
rightful owner and not plaintiff, there is no cause to
transfer said property to the latter;

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10. That defendant partially admits the allegation
contained in Paragraph17 but denies his right to
avail of the amenities of PGCC;

11. That defendant partially admits the allegation

contained in Paragraph 18 and 19 of receipt of
demand letter but denies its factual basis for lack of
cause of action since the board resolution is null and
void;

12. That defendant denies the allegation contained in

Paragraphs 20 to 30 for the reason that such
allegations are conclusions of law;

13. That defendant denies Paragraphs 31 and 32 for

lack of sufficient knowledge to form belief thereof. If
ever the Plaintiff incurred expenses for legal
services, the same is attributable to his own
misdoing of filing a totally baseless suit.

SPECIAL/AFFIRMATIVE DEFENSES

1. Granting arguendo that the Board Resolution is

valid, the properties included in the Board Resolution
comprise of all or substantially all of Lupa Realty
Incorporateds properties and assets at the time of
the alleged Board Resolution. That the properties
indicated in the Board Resolution are deemed to be
essential in the continuation of the business and that
the transfer thereof would be disruptive to the
corporations business. There was no Shareholders
Meeting held for the purpose of ratification of the
disposition or transfer of the properties stated in the
Board Resolution and due to the absence of the
required stockholders approval or ratification, the
Board Resolution is considered null and void;

2. That the plaintiff, in the execution of the Board

Resolution induced undue influence against the
former Board of Directors of Lupa Realty
Incorporated by unscrupulously causing the transfer
of the properties to himself in the guise of the Board
Resolution. The Board Resolution is invalid for it was
passed without the required convening of the Board
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 Members duly called for that particular purpose. The
Plaintiff, in different occasions, only induced his co-
members of the Board to affix their signature
thereon in a manipulative and deceptive manner. In
fact, no minutes of the meeting was recorded to
prove that the Board Members had convened on
such date for the purpose of paying the Plaintiff;

3. That defendant has an ongoing contract with Mr.

Uno Yasha and Mr. Dos Pordos, they have rightful
ownership and possession over said properties. In
fact such contracts have yet to be terminated;

4. That the truth of matter is plaintiff was only invited

by Joyce Jones, who is a rightful member of Pang-Ur
Golf and Country Club and who is allowed by the
Club to invite non-members to enjoy the Clubs
amenities. Plaintiff was a non-member invited by a
member.

PRAYER

WHEREFORE, premises considered, the defendant, through

the undersigned counsel, prays:

1. That the complaint be dismissed on the ground of lack of

cause of action based on the invalid Board Resolution which
is the subject matter of this case.

2. That the complaint be dismissed on the ground that

Plaintiffs claim has been barred by prescription granting
arguendo that the Board is valid.

3. That due to plaintiffs unfounded and baseless suit,

defendant was constrained to engage the services of a
counsel for the sum of at least Php. 500,000.00 as
attorneys fees and cost of suit in the amount of Php
100,000.00. Likewise, Appearance Fees are prayed for in the
amount of Php 10,000.00.

4. Other reliefs just and equitable are likewise prayed for.

Baguio City, April 15, 2016.

Page 4 of 6
 Aequitas Law Office
Counsel for the defendant
#53 Andres Bonifacio Street,
Baguio City 2600

Louie MM Dadat
IBP No. 966953/11-4-2014/Baguio City
Roll of Attorney No. 37288
PTR No. 0577671/Jan.74, 2018
MCLE IV-0020420

The Branch Clerk of Court

RTC-Branch 13

Sir:
Kindly submit the foregoing answer for the kind consideration of
the Honorable Court immediately upon receipt thereof. Thank
you.
Counsel

COPY FURNISHED:

KYRIE C.A. ELEISON

Roll of Attorneys No. 202020
IBP No. 983479 - 01/05/2017 Baguio City
PTR No. 4754507 - 01/06/2015 Baguio City City
MCLE Compliance No. IV-0016321 - May 28, 2016

EXPLANATION
Copy of the foregoing ANSWER was served to the plaintiffs
counsels by registered mail due to time and distance constraints
and for lack of the undersigneds staff who can serve the same in
person.
Counsel

Page 5 of 6
 VERIFICATION

That I, Joyce Jones, President and Chairman of the Board of

Directors of the Lupa Realty Incorporated, under oath deposes
and states:
1. That I represent the Defendant in the above entitled case;
2. That I, through the authority bestowed upon me by the
Board of Directors under the By-laws of Lupa Realty
Incorporated, have caused the preparation of the this
answer;
3. That I have read and understood to the best of my own
personal knowledge, belief and information, all the
allegations herein are correct and true and based on
authentic records.

JOYCE JONES
Affiant (for LUPA REALTY INCORPORATED)

Subscribed and sworn to before me this 15th day of April

2016 at Baguio City. Affiant personally appeared, known to me to
be the same person who executed the foregoing verification and
who signed it in my presence and she vouched to me that all the
foregoing declarations are true to the best of her personal
knowledge and based on authentic records. Affiant exhibiting to
me her SSS ID No. 123456.

Alexandra Cruz
Notary Public
Notarial Commission N0: 130-NC-13-R
Until December 31, 2017
PTR No: 000 000 / January 1, 2017
IBP Lifetime No: 000 000
Roll No: 123 456

Doc. No:11
Page No:11
Book No: VIII
Series of 2017

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