Answer.docx

REPUBLIC OF THE PHILIPPINES REGIONAL TRIAL COURT REGION VII JUDICIAL REGION BRANCH ___ CEBU CITY

PENSHONE INCORPORATED, Through Mr. Noah Santos in his Capacity as Company Sales Manager, Plaintiff CIVIL CASE NO. ____________ FOR: Specific Performance With Damages

-versus-

YUNGCHOW CORPORATION, Mr. Yung Chow and Zhen Zhu Chiu Defendant, x-------------------------------------------------------x ANSWER (In Re: SUMMONS received on February 25, 2018) Defendants, through the undersigned counsel, most respectfully file their Answer in response to the Complaint of the Plaintiff and interpose as well as their counterclaim against the latter, to wit: ADMISSIONS AND DENIALS 1. Defendants admit the contents from paragraphs 1to 6 of the Complaint with the additional averment that she may be served with all court processes through the undersigned counsel; 2. Defendants denies the contents in paragraph 7 that there was conformable price quotation entered into by Plaintiff and Defendant; 3. Defendants admit the contents in paragraph 8, but only where it states that a Contract of Sale of the CISCO routers and Purchase Orders were entered Page 1 of 6

into but specifically denies that the Contract reflects the true intent of the parties as explained in the Affirmative Defenses below. 4. Defendants specifically denies paragraph 9 and 10, that the contents in which provided that the conform letter and purchase order bound the parties to a perfected contract, and to the portion that the defendantcorporation have agreed to having the goods delivered in 30 to 50 days from the date of the purchase order, as further explained in the Affirmative Defenses below; 5. Defendants specifically denies the contents of paragraphs 10 and 11 for lack of knowledge or information sufficient to form a belief as to the veracity or falsity thereof, the allegations therein being matters known only to, and are within the control only, of the plaintiff but admit that the received a service unit of AS5300 for its temporary use pending the delivery of goods. 6. Defendants cannot possibly comment on the veracity of paragraph 12 and 13 for not having received the letter and specifically denies that it cancelled the contract without any valid reason, as further explained in the Affirmative Defenses below; 7. Defendants specifically denies the contents of paragraphs 14 to 16 for the failure of the contract to express the true intent of the parties, as further explained in the Affirmative Defenses below; 8. Paragraphs 17 and 18 of the Complaint due to lack of information and knowledge of the same, the truth being that Plaintiff’s alleged emotional suffering is personal to him and that Defendant has not been shown any proof to validate it; 9. Defendants specifically denies paragraph 19 and 20 for lack of knowledge and information sufficient to form a belief as to the veracity or falsity of the alleged amounts of attorney’s fees agreed upon between the plaintiff and her lawyer. The said paragraph is likewise denied insofar as it alleges that the defendant has no basis or justification to occupy the subject property, the truth being those alleged in the special and affirmative defenses part herein below.

AFFIRMATIVE DEFENSES 10. Defendants reiterates, repleads and incorporates by reference all the foregoing insofar as they are material and additionally submit that the Complaint should be dismissed because: Page 2 of 6

10.1 Plaintiff does not have a cause of action against co-defendant MR. YUNG CHOW. The latter merely acting in behalf of, and in his official capacity as Corporate President of YUNGCHOW Corporation, cannot sue co-defendant MR. YUNG CHOW, because YUNGCHOW Corporation is the only real party-in-interest, abiding by the principle that a corporation duly established and validly existing in accordance with law has a separate and distinct personality from that of its corporate officers; 10.2 That the upon the submission of Plaintiff of the price quotations for the purchase of CISCO routers, Plaintiff, a renowed corporation known for engaging in the business of computer services and network administration, made Defendant to truly believe and assured that the abovementioned items is readily available in the main branch of Plaintiff’s business in Metro Manila; 10.3 The Pleading does not state a cause of action against defendants, on the fact that plaintiffs have failed to allege that defendant-corporation have agreed with finality on the terms provided by plaintiff, thus plaintiff committed errors of judgment and must suffer the consequences by itself. 10.4 The claim on which the action is founded is unenforceable under the provisions of the Statute of Frauds. Clearly, Plaintiffs have not averred facts which tend to show an agreement to purchase, i.e. a contract of sale, goods on terms agreed by both parties, manifested in writing. The purchase order and letter to conform are not sufficient to show such facts. 10.5 Defendant-corporation have clearly manifested during negotiation phase that it wanted to purchase the goods immediately upon payment, but Plaintiff insisted on ordering said goods, upon its own damage and prejudice. 10.6 No contract was entered between the parties, since the parties have not reached beyond the negotiation stage on the purchase of such goods, thus the subsequent purchase of Plaintiff of the goods contented, does not hold defendant liable for such purchase price.

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COUNTERCLAIM 11. Defendant reiterates, repleads and incorporates by reference all the foregoing insofar as they are material and additionally submit that they are entitled to reliefs arising from the filing of this malicious and baseless suit, as follows: 11.1 Moral Damages amounting to Five Million Pesos (PHP5,000,000/00) because the name and reputation of defendants were besmirched by this malicious and baseless suit. 11.2 Attorney’s Fees amounting to Five Hundred Thousand Pesos (P500,000) because the defendants were compelled to secure the services of counsel to vindicate their legal rights. TIMELINESS 1.

That this ANSWER is submitted seasonably, or within the 15 days from the date of receipt on February 25, 2019, today being March 1, 2019. PRAYER WHEREFORE, premises considered, Defendants respectfully prays that judgment be rendered in their favor by dismissing the Complaint and granting defendant’s counterclaim by awarding defendant: (a) Five Million Pesos as Moral Damages, and (b) Five Hundred Thousand Pesos as Attorney’s Fees. The defendant respectfully prays for such and other reliefs as may be deemed just and equitable in the premises. Cebu City, Philippines. March 1, 2019.

GOT LAW OFFICE Counsel for the Defendant 7-C Crispina Ave., Sunflower Village, Pamplona III, 1740 Cebu City E-mail: [email protected] By: GEAN PEARL PAO ICAO Roll No. 930718 Page 4 of 6

PTR No. 10999105-J/01-04-2016 IBP No. 1017158/01-04-2016 MCLE Compliance No. V-0020347 dated April 11, 2020 Copy furnished: ATTY. ARYA STARK Counsel for the Plaintiff Penshone Incorporated EXPLANATION A copy of this ANSWER was sent to the Plaintiff and his Counsel through registered mail as personal service is impracticable.

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REPUBLIC OF THE PHILIPPINES ) CITY OF MANDAUE

) S.S. VERIFICATION

I, YUNG CHOW, of legal age, after having been duly sworn in accordance with law, depose and state that: 1. I am the co-defendant and officer of YUNGCHOW Corporation in the above-stated case; 2. I caused the preparation of the foregoing answer with counterclaim; 3. I have read the contents thereof and the facts stated therein are true and correct of my personal knowledge and/or on the basis of copies of documents and records in our possession;

YUNG COW Affiant

SUBSCRIBED AND SWORN to before me this 1ST day of March 2019 at the City of Mandaue. Affiant exhibiting to me his Community Tax Certificate Nos. 8956 and Nos. 2356 issued on January 5, 2018, respectively, at Cebu City, Philippines.

ATTY. JASON MOMOA 8th Flr., Park Tower, Cebu Business Park, Cebu City Tel No. (032) 132-9865 Email: [email protected] IBP No. 4593192(lifetime)/Cebu City PTR No. 7860456; 2/3/08 MCLE Compliance No. VI-0021435/2.01.19 ROLL No. 333888;

Doc No. 561; Page No. 35; Book No. 7; Series of 2019.

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