REPUBLIC OF THE PHILIPPINES REGIONAL TRIAL COURT 7TH Judicial Region Branch 57 Cebu City

X INCORPORATED, Plaintiff -versusY CORPORATION, RD and AY, Defendant. x-----------------------------------------------------------------------/ CIVIL CASE NO. 123456 FOR: Specific Performance with Damages

ANSWER WITH COUNTERCLAIM

DEFENDANT, through the undersigned counsel and unto this Honorable Court, by way of answer to the Complaint, most respectfully alleges: That

1. Defendant admits the allegations contained in paragraphs 1, 2, 3, and 4 of the Complaint. 2. Defendant, while admitting that plaintiffs sales representatives represented to defendant that the plaintiff is engaged in the business now alleged in paragraph 5 of the Complaint, defendant has no knowledge, aside from what the plaintiffs sales representatives said, of the truth and veracity of such allegation; hence denies the same; 3. Defendant denies the allegations contained in paragraphs 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 of the Complaint for the reasons pleaded by way of Special and Affirmative Defenses pleaded hereinbelow. 4. Defendant likewise denies paragraphs 18, 19 and 20 for the reasons pleaded below by way of Special and Affirmative Defenses and for the following reasons: 4.1 Plaintiff under the attendant circumstances of the case is not entitled to collect the amount of P200, 000 from Defendant. 4.2 Defendant has no knowledge or information sufficient as to form a belief as to the truth of the allegations contained in the same paragraph.

4.3 Likewise under the attendant facts and circumstances of the case, Plaintiff is not entitled to any award for damages, attorneys fees and/or litigation expenses. SPECIAL AND AFFIRMATIVE DEFENSES 5. Plaintiff has no valid cause of action against the Defendants; and the complaint does not state a valid cause of action; 6. Defendant has been in need of a Router for its business operations, especially that defendants business involves computer communications system with internet access to service its worldwide clients; 7. Having heard of defendants needs, plaintiffs sales representatives presented themselves to defendant RD and submitted the price quotation of a router equipment particularly described as AS5330 CISCO router, with a quoted price of P694, 551.40 with the specification as stated in paragraph 6 of the complaint; 8. After knowing defendants needs, plaintiffs sales representatives assured the defendants that the said AS5350 CISCO router will best fit to the needs of the defendant corporation, as a matter of fact, they also offered to send to defendant a similar equipment for test and trial by defendants; 9. Even before the plaintiff was able to send the promised similar equipment for trial and test by defendants, plaintiffs sales representatives asked the defendants to issue a purchase order to cover the AS5350 CISCO router for the amount of P694, 551.40. Defendant being in real need of a router asked plaintiffs sales representative for 5 days to convene the Board of Directors to approve the purchase of the router and for an authority to disburse the amount of P694, 551.40; 10. Defendants officers and Board of Directors in a meeting held on February 5, 2007 approved the purchase and the disbursement of the router equipment, relying on the assurances of the plaintiffs sales representatives that the equipment would fit the needs of the defendant corporation, and thus the purchase order dated February 8, 2007 was issued to plaintiff; 11. When the test equipment was delivered to defendant for testing and trial, it was discovered that said equipment does not meet the specifications of the equipment needed by defendants. That upon inspection by technical personal hired by defendant it was found out that the router equipment proposed by plaintiff does not meet even the minimum specification of router equipment needed by the defendant corporation, for which reason the defendant informed the sales representative of such findings. But however the sales representative informed the defendant that such purchase order can no longer be cancelled since such equipment was already ordered abroad by plaintiff.

12. The defendants were surprised because the plaintiff sales representative did not inform the defendants that they do not have the CISCO AS5350 available on their present stocks but have yet to be ordered abroad; 13. While paragraph 10 of the mentioned about a contract, no contract has been attached as an actionable document in the complaint, hence, said allegations and plaintiffs present cause of action has no legal and factual basis whatsoever; 14. The defendant, in a letter dated March 7, 2007 formally informed the plaintiff that the defendant is cancelling the purchase order dated February 8, 2007; 15. Plaintiff sales representatives assurances to defendant is false and mislead the defendant to issue the purchase order dated February 8, 2007. The router equipment presented by the plaintiffs sales representative does not even meet the minimum requirement of the defendant corporation, hence defendant has no use for such router equipment; 16. Plaintiff sales representatives made false representations and being agents of plaintiff as principal, and such acts of misrepresentation binds their principal, which is the plaintiff in this case; 17. Defendants issuance of the purchase dated February 8, 2007 was vitiated by false representation of plaintiffs sales representatives, which mislead defendants to issue said purchase order; 18. Plaintiff therefore has no right to force defendant to purchase the router equipment which has no use for defendant corporation and by way of COMPULSORY COUNTERCLAIM

DEFENDANT hereby incorporates by way of reference all the pertinent allegations contained in the preceding paragraphs; 19. Due to the filing of this malicious, baseless and unfounded complaint, defendants RD and AY suffered many sleepless nights, serious anxieties, worries and similar injuries which the amount of P100, 000 as moral damages for each defendant would hardly compensate. Defendant corporations good name likewise suffered and was besmirched, for which the amount of P100,000 would hardly compensate. That likewise, exemplary damages in the amount of P50,000 for each defendant should be assessed against plaintiff by way of an example for the public good, so that similar act of plaintiff in filing malicious and unfounded complaint will be supressed;

20. Due to the filing of the present malicious and unfounded action, defendant is compelled to hire the undersigned counsel, whom defendant agreed to pay P50,000 as attorneys fees. Likewise, defendant stands to incur litigation expenses in this action, which is conservatively estimated not to be less than P20,000;

PRAYER Wherefore this Honorable Court is most respectfully prayed, to render judgment, dismissing the complaint with costs and to order plaintiff to pay defendants the following 1. 2. 3. 4. 5. To pay P100,000 to each defendant as moral damages; To pay P50,000 to each defendant as exemplary damages; To pay P50,000 to defendant as attorneys fees; To pay litigation expenses not less than P20,000; To pay the cost of the suit;

And granting to the defendants such other reliefs and remedies as may be just and equitable under the premises. Cebu City for Cebu City, Philippines. (date)

ELOISE DANIOT
Counsel for the Defendant Juana Osmena, Cebu City 6000 Philippines PTR. No. 3376512 issued at Cebu City on jan. 2, 2012 IBP OR No. 878778 issued by the IBP Cebu Chapter on Jan 6, 2012 Attorneys Roll No. 27093 MCLE Compliance Certificate No. IV-0003490 Nov. 24, 2011

VERIFICATION AND CERTIFICATION We, RD and AY, Filipinos, of legal age, both married, and with postal address at Skyrise I, IT Park, Lahug Cebu City, after having been duly sworn to, do hereby depose and say: That RD is the President and AY is the Purchasing Officer of defendant Y CORPORATION in the case at bar; that we have caused the preparation of this Answer with Counterclaim; that we have read all the allegations contained therein and all are true to our own personal knowledge and/or culled from authentic records and documents. We hereby certify that we have not commenced any other action or proceedings involving the same issues herein subject-matter of defendants present Counterclaim with the Supreme Court, the Court of Appeals, or any tribunal or agency; that to the best of our knowledge, no other action or proceeding is pending with the Supreme Court, the Court of Appeals, or any division thereof, or in any tribunal or agency; and that should we thereafter learn that a similar action or proceeding has been filed or pending with the Supreme Court, the Court of Appeals, or any division thereof, or in any tribunal or agency; and that should we thereafter learn that a similar action or proceeding has been filed or pending with the Supreme Court, the Court of Appeals, or any division thereof, or in any tribunal agency, I undertake to report that fact within five (5) days to this Honorable Court. IN WITNESS WHEREOF, I hereby affix my signature on this date __________________ at the City of Cebu, Philippines RD Affiant AY Affiant