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. ____________

-versus- FOR: Specific Performance
With Damages

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

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 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 defendant-
corporation 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:
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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: GOT.law@gmail.com

By:

GEAN PEARL PAO ICAO

Roll No. 930718

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 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: khaldrogo@gmail.com
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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