Republic of the Philippines

REGIONAL TRIAL COURT

7th Judicial Region
Branch 7
Cebu City

PENSHONE INCORPORATED, Civil Case No. : M-CEB-19-09475-

represented by Pepeng Cojuangco SC
Plaintiff,

-versus- FOR: Specific Performance with

prayer for damages
YUNGCHOW CORPORATION,
John Gokongwei and Teresita Sy,
Respondent.
x---------------------------------------------------x

ANSWER

COMES NOW, defendants, through the undersigned counsel unto

this Honorable Court, most humbly and respectfully avers and states the
following:

1. That defendants ADMITS the contents of paragraph 1 and 4 as to the

parties of herein case;

2. That defendants admits paragraphs five (5) to eight (8) as to the facts
of the dispute;

3. That defendant is without knowledge of information sufficient to

form a belief as to the veracity of the averments in paragraph 9 of
the complaint;

I. In fact, the aforestated contract is void, as the signatory

therein has no Board Resolution giving the President the
right to negotiate, and purchase the aforestated goods.
Such requirement was not complied with in clear
violation of the Articles of Incorporation and the Bylaws

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 (hereinafter respectively attached as Annex “A” and
“B”).

4. Par. thirteen (13) is hereby vehemently denied for gross ignorance

of the law of the counsel of herein plaintiff.

5. Par. Sixteen (16) is hereby vehemently denied as we have always in

good faith complied with our contractual obligation.

RESPONDENT’S ARGUMENTS

Contract is void

6. It is elementary in Obligations and Contracts that for contracts to be

valid it requires the consent of the parties, scilicet:

“Art. 1318. There is no contract unless the following requisites

concur:

(1) Consent of the contracting parties;

(2) Object certain which is the subject matter of the contract;
(3) Cause of the obligation which is established.”1 (emphasis ours)

7. That in the case at bar Consent is clearly absent as there is now Board
Resolution authorizing the same coming from the Board of
Directors. Whereby acceptance of the offer needs to be absolute,
thus:

“Art. 1319. Consent is manifested by the meeting of the offer and the acceptance
upon the thing and the cause which are to constitute the contract. The offer must
be certain and the acceptance absolute. A qualified acceptance constitutes a
counter-offer.” (emphasis ours)2

8. Manresa opined that consent is indispensable in a contract for it to

be valid, scilicet:

“The capacity of the contracting parties is, in effect, an essential element of a

contract, or to be more exact, it is an indispensable requisite of consent. Since it
is so intimately interwoven with the latter as an antecedent is to a consequent,
and since it is impossible in law to speak of an effective consent without
presupposing the capacity to give it, it is perfectly understandable why the Code
does not expressly mention capacity as one of the essential elements.”3

1
Art. 1318 New Civil Code.
2
Art. 1319 New Civil Code.
3
Jurado. Obligations and Contracts, p. 417.

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 9. Thus, our New Civil Code has made such contracts void, scilicet:

“Art. 1409. The following contracts are inexistent and void from the beginning:

xxx xxx xxx

(7) Those expressly prohibited or declared void by law.”

10.Verily the corporation being separate and distinct personality

should be held liable due to the ultra vires act of its President and
Head of Acquisition having verily exceeded the power imposed
upon themselves thereof. Hence, it should not have impleaded the
Corporation being a separate judicial entity;

11.It is elementary that the Coporation acts through its Board of

Directors and absence of any Board Resolution authorizing the
President to enter into a Purchase Agreement with herein petitioner
is clearly without authority and consent of herein defendant
Corporation and thus, the aforesaid contract is null and void as far as
the Corporation is concerned and clearly must be dismissed.

Counter-Claim

12.That the abovementioned suit has cost the corporation actual

damages of lost business interest as well as the drop of its stock
valuation due to a jittery market and clearly due to the herein suit
of plaintiff and thus as a matter of justice and equity be reimbursed
and paid the amount of One Hundred Thousand Pesos (Php
100,000.00) proofed by stock market data and letter of denial for
loan hereinafter respectively attached as Annex “C” and “D”;

13.That corporation had to take the services of herein undersigned

counsel due to this aforementioned suit and corporation had to pay
the acceptance fee of herein undersigned counsel in the amount of
thirty thousand pesos (Php 30,000.00);

14.That corporation had to pay for documentation, legal advise, and

the overtime of its employee’s to prepare for herein suit and that it
be paid the amount of fifty thousand pesos (Php 50,000.00).

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 PRAYER

WHEREFORE, premises considered, the defendants respectfully

prays that the complaint be dismissed with costs against the plaintiff.

Further, that the plaintiff be made to pay Atty’s fee be paid in the
amount of Thirty Thousand Pesos (Php 30,000.00).

Furthermore, that the plaintiff be made to pay the amount of fifty

thousand pesos (Php 50,000.00) for the cost of suit.

Provided further, that the plaintiff be made to pay moral damages

in the amount of (Php 50,000.00).

Provided further further, that the plaintiff be made to pay actual

damages in the amount of (Php 100,000.00).

Further further, that the plaintiff be made to pay for exemplary

damages in the amount of (Php 100,000.00).

Other relief and remedies as may be deemed just and equitable

under the premises are likewise prayed for.

City of Cebu, March 30, 2019

Ke-e Law Office

Counsel for the Defendants
WDC Bldg, 3rd Floor Room 356
Juan Luna cor. P. Burgos, Cebu City 6000

By:

ATTY. AIVE B. KE-E

Roll No. 1234232
MCLE Compliance No. VII-23133
PTR No. 879-64, 17th March 2019, Cebu City
Counsel for the defendant
Miami homes,
Talisay City, Cebu

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 NOTICE OF SUBMISSION

Branch Clerk of Court

Regional Trial Court
Branch 7, Cebu City

ATTY. IVANHOE BELLE C. SALA

3rd Floor USC Law Bldg., Pelaez St.
Cebu City 6000

Greetings:

Please take notice that the undersigned counsel will submit the
foregoing ANSWER for the kind consideration and resolution of this
Honorable Court on the 30th of March sans hearing.

Thank you.

ATTY. AIVE B. KE-E

EXPLANATION

Copy of the foregoing ANSWER was served to plaintiff's counsel

by registered mail due to time and distance constraints and for lack of
the undersigned's staff who can serve the same in person.

ATTY. AIVE B. KE-E

VERIFICATION/CERTIFICATION OF NON-FORUM
SHOPPING

I, John Gokongwei and Teresita Sy both of legal age, married,

Filipino, and are residents of White Road, Inayawan, Cebu City,
Philippines, after having been duly sworn to in accordance with law,
hereby depose and state:

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 1. That we are the complainant in the above entitled case;

2. That we have caused the preparation and filing of the instant

Answer;

3. That we have read and understood all the contents thereof and
hereby certify that the same are true and correct on the basis of our
personal knowledge and authentic records;

4. That we have not commenced any other action or proceedings in

the Supreme Court, the Court of Appeals or different divisions thereof, or
any other tribunal or agency, and to the best of our knowledge, no such
action or proceeding is pending in the Supreme Court, the Court of
Appeals or different divisions thereof, or any other tribunal or agency;

5. That if we should learn that a similar action or proceeding has

been filed or is pending before the Supreme Court, the Court of Appeals
or different divisions thereof, or any court, tribunal or agency, we would
undertake to inform this Honorable Court within five (5) days from such
notice.

Affiant further sayeth naught.

IN WITNESS WHEREOF, we have hereunto set my hand this 30th

day of March in the year of our Lord Two Thousand Nineteen, at Cebu
City, Philippines.

John Gokongwei Teresita Sy

Affiant Affiant

SUSBCRIBED AND SWORN TO BEFORE ME this 30th day of

March Two Thousand and Nineteen, at Cebu City, Philippines, affiant
exhibiting to me his Non-professional Driver’s License No. G01-94-
173840, and her Non-professional Driver’s License No. G06-92-020674 for
proper verification of his identity.

WITNESS MY HAND SEAL on the date and place first above-

written.

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Doc. No. ______; NOTARY PUBLIC
Page No. ______;
Book No. ______;
Series of 2019.

Copy furnished:

ATTY. IVANHOE BELLE C. SALA

3rd Floor USC Law Bldg., Pelaez St.
Cebu City 6000