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PART 1

a. A lease contract between Mr. A, owner of an agricultural (sugar) land, and Company
X, a sugar milling company.

Period of Lease. This contract of lease shall be for a period of seventy-five (75)
agricultural sugar crop-years (CY), to commence with CY 2016 up to and including
CY 2091.

Ans.: A period of 75 years for a lease of Agricultural land is invalid. To save the
provision of contract, the original period of lease agreement shall be reduced to 25
years subject for renewal of another 25 years and if improvements are made it can be
further renewed to 25 years subject to the approval of the Secretary of Agriculture and
Natural Resources as stated under:

ACT No. 2874 Section 37. Leases shall run for a period of not
more than twenty-five years, but may be renewed for another period of not
to exceed twenty-five years, at the option of the lessee. In case the lessee
shall have made important improvements which, in the discretion of the
Secretary of Agriculture and Natural Resources, justify a renewal of the
lease, a further renewal for an additional period not to exceed twenty-five
years may be granted.

Revised Period of Lease. This contract of lease shall be for a period of twenty-
five(25) agricultural sugar crop-years, to commence from CY2016 up to and
including CY 2041 and may be subject for renewal for a period of twenty-five(25)
agricultural sugar crop-years, to commence from CY2041 up to and including CY
2066 and if improvements are made subject to approval of the Secretary of
Agriculture and natural Resources, this contract of lease may be further renewed for a
period of twenty-five(25) agricultural sugar crop-years, to commence from CY2066
up to and including CY 2099.

b. A construction contract for a new factory building between Employer and Contractor.

Dispute Settlement. Should the parties not come to an amicable settlement, a


dispute arising out of or in connection with this agreement, including any questions
regarding its existence, validity or termination shall be referred to and finally settled
under the Rules of Conciliation and Arbitration of the Construction Industry
Arbitration Commission (CIAC) by one or more arbitrators appointed under such
rules. The place of arbitration shall be at Makati City, Philippines.

Ans.: The provision on dispute settlement is valid under Sec. 4 of E. O. no. 1008
Construction Industry Arbitration Commission (CIAC) has original and exclusive
jurisdiction over disputes arising from, or connected with, contracts entered into by
parties involved in construction in the Philippines, whether the dispute arises before
or after the completion of the contract, or after the abandonment or breach thereof.
These disputes may involve government or private contracts. However, to avoid
confusion on the appointment of arbitrators whether sole or 2 or more arbitrators the
contract shall state the manner on how to choose arbitrators in case dispute arises.
Also, the parties should not limit the place of arbitration at Makati City because under
the Rules of Conciliation and Arbitration of the Construction Industry Arbitration
Commission (CIAC) rule 12.1 The venue, date and time of the arbitral proceedings
shall be mutually agreed upon by the parties and the Arbitral Tribunal. In the event of
disagreement, the choice of venue made by the Arbitral Tribunal shall prevail.

Revised Dispute Settlement. Should the parties not come to an amicable


settlement, a dispute arising out of or in connection with this agreement, including
any questions regarding its existence, validity or termination shall be submitted by
either party to a board of arbitrators composed of Three (3) members chosen as
follows: One (1) member shall be chosen by the CONTRACTOR AND One (1)
member shall be chosen by the OWNER. The said Two (2) members, in turn, shall
select a third member acceptable to both of them. The place of arbitration can be
agreed upon when dispute arises.

c. An employment contract between Company S, a local subsidiary of a Singapore


corporation, and Mr. T, a Filipino citizen.

Governing Law. This Agreement shall be governed by, and construed in


accordance with, Singapore law, and with respect to this Agreement, each of the
Parties hereby irrevocably submits to the jurisdiction of the courts of Singapore.

Ans.: the provision on the jurisdiction in which law of the state will governed is
VOID. In the case of Pakistan International Airlines Corporation (G.R. No. 61594)
the Supreme Court ruled that:

PIA cannot take refuge in paragraph 10 of its employment


agreement which specifies, firstly, the law of Pakistan as the
applicable law of the agreement and, secondly, lays the venue for
settlement of any dispute arising out of or in connection with the
agreement "only [in] courts of Karachi Pakistan". The first clause
of paragraph 10 cannot be invoked to prevent the application of
Philippine labor laws and regulations to the subject matter of this
case.

The Contract of employment entered into by Pakistan International Airlines


and its employee is void because there was intent to circumvent the law when they
stipulate that shall governed in case of dispute arising of or in connection with the
contract of employment. In the present case since Company S is a local subsidiary of
Singapore Corporation and the employee is a Filipino Citizen the court that should
have jurisdiction over the contract is the Court of the Philippines.
Revised Governing Law. This Agreement shall be governed by, and construed in
accordance with, Philippine law, and with respect to this Agreement, each of the
Parties hereby irrevocably submits to the jurisdiction of the courts of Philippines.

d. A distribution contract between ABC Company and XYZ Corporation.

Miscellaneous. The Parties may execute this Agreement in any number of


counterparts. Each counterpart will be deemed an original and all counterparts will
constitute one agreement binding on the Parties. Facsimile signatures will be
considered binding for all purposes.

Ans.: the provision on validity of Facsimile signatures shall be omitted. Under


Section 5(e) of E- Commerce act of 2000 (REPUBLIC ACT NO. 8792) electronic
signature is defines as: any distinctive mark, characteristic and/or sound in electronic
form, representing the identity of a person and attached to or logically associated with
the electronic data message or electronic document or any methodology or procedures
employed or adopted by a person and executed or adopted by such person with the
intention of authenticating or approving an electronic data message or electronic
document based on the said definition for a signature to be considered as electronic
message a signature should be attached to an electronic data message which is
generated, sent, received or stored by electronic, optical or similar means. In the case
of MCC Industrial Corporation versus Ssangyon Corporation what E-commerce law
is referring in electronic data message is a paper-less transaction, however in this case
facsimile copies are not in a sense paper-less transaction. There might be disputes that
will arose if in the contract facsimile signature will be considered considering that
such consideration will bind all the parties because in the case of MCC corp. and
SSangyong the Supreme Court did not consider the Facsimile transaction as best
evidence to be used in court. Thats why in the present case such provision shall be
omitted.

Miscellaneous. The Parties may execute this Agreement in any number of


counterparts. Each counterpart will be deemed an original and all counterparts will
constitute one agreement binding on the Parties.

e. A professional service contract between Client and Consultant.

Suspension. The Client may suspend all or part of the Services or terminate the
Agreement with or without cause by giving notice to the Consultant, and the
Consultant shall immediately make arrangements to stop the Services, minimize
expenditure and, within 10 days of the notice, provide an electronic copy of all
documents prepared in the performance of the Services.

Ans.: The contract may be invalid, because in the provision parties can
unilaterally suspend or terminate the contract with or without cause. Based on the
principle of mutuality of contracts under Article 1308 of the Civil Code once a
contract is entered into, no party can renounce it unilaterally or without the consent of
the other. Also, under the law parties cannot terminate a perfected contract without
cause.

Revised Suspension. The Client may suspend all or part of the Services or
terminate the Agreement with cause by giving notice to the Consultant, and the
Consultant shall immediately make arrangements to stop the Services, minimize
expenditure and, within 10 days of the notice, provide an electronic copy of all
documents prepared in the performance of the Services.

Part 2.

A. Representations

1. Organization. The BORROWER represents that it has capacity to execute and


deliver and comply with its obligations under the loan agreement;

2. Authorization. The BORROWER represents that it, as an organization, has done


everything necessary to make sure it has corporate

3. Legal, Valid, and Binding. The BORROWER represents that the loan agreement
constitutes its valid and binding obligations which are enforceable against it in
accordance with its terms;

4. Government Authorizations. The BORROWER states that the execution and delivery
of, and compliance with its obligations under the loan agreement, do not contravene
any law or directive from a government body, its constitutional documents, any
agreement or instrument to which it is a party or any of its obligations to any other
person.

5. Correctness. The BORROWER represents that all information given to the lender in
relation to the loan agreement is correct, complete and not misleading and it has
disclosed to the lender all information which it has or has access to which is relevant
to the assessment by the lender of the nature and amount of the risks undertaken by
the lender becoming its creditor;

6. Financial Statement. The BORROWER attest that the statement of its financial
affairs and all other books and records given to the lender are a true, fair and accurate
statement of its financial position at the date on which they were prepared;

7. No Actions. The BORROWER states that except as notified to the lender in writing
prior to the date of the loan agreement, no litigation, arbitration or administrative
proceeding is current, pending or to its knowledge threatened which has or the
adverse determination of which would be likely to have a material adverse effect;

8. No Default. The BORROWER attests that no Event of Default or potential Event of


Default is continuing.

9. Insurance. The BORROWER has all necessary insurance in place should any harm
come to the asset; and

10. Taxes. The BORROWER agrees that the execution of the agreement will not be
subject to any tax or other charge imposed by a governmental authority.

B. COVENANTS

1. RULES AND REGULATIONS: LESSEE covenants and agrees to keep and


observe all rules and regulations stipulated in this Lease agreement.

2. FURTHER RULES AND REGULATIONS: LESSEE also covenants and agrees to


keep and observe such further rules and regulations as may later be promulgated by
Lessor for the necessary, proper and orderly care of the Apartment, Building, or
Property.

3. TENANTS USE OF APARTMENT: The Apartment shall be occupied solely for


residential purposes by LESSEE and if any, children of the LESSEE. Neither
LESSEE nor any of these persons shall perform nor permit any practice that may
disturb the peace and silence of the premise.

4. USE IN ILLEGAL ACTIVITIES. LESSEE also covenants and agrees to refrain


from using the apartment in illegal activities such as using it as drug den, or place for
prostitution.

5. TENANTS UPKEEP: LESSEE covenants to perform the following obligations


during the Term hereof:
(A) maintain the Apartment and appurtenances in a
clean, sanitary and safe condition;
(B) dispose of all rubbish, garbage and other waste in a clean, sanitary and
timely manner from the Apartment into the refuse receptacles provided;
(C) properly use and operate all appliances, electrical, gas and plumbing
fixtures;
(D) not place in the Apartment or Building any furniture,
plants, animals, or any other things which harbor insects, rodents, or other pests;
(E) keep out of the apartment or Building materials which cause a fire
hazard or safety hazard and comply with reasonable requirements of Lessors fire
insurance carrier;
(F) not destroy, deface, damage, impair, nor remove any part of the
Building.

LESSEE shall not suffer or commit any waste in or about the Apartment or Building, and
shall, at LESSEEs expense, keep the Apartment in good order and repair (except to the
extent Lessor has in this Lease agreed to do so). On termination of this Lease, LESSEE
shall return the Apartment to Lessor in like condition.

6. ALTERATIONS, ADDITIONS, FIXTURES, APPLIANCES, PERSONAL


PROPERTY: LESSEE shall make no alterations or additions nor install, attach,
connect, or maintain in the Apartment or any part of the Building, interior or exterior,
major appliances or devices of any kind without in each and every case the written
consent of Lessor and then, if granted, only upon the terms and conditions specified in
such written consent.

7. PAYMENT OF RENT. LESSEE also covenants and agrees to pay the monthly
rentals on or before the 15th of the month.

8. MISCELLANIOUS. The LESSEE also covenants and agrees that the LESSEE and
its children will not smoke anywhere in the property nor permit its guest to smoke in
the property.

9. The LESSEE will not allow minors to drink alcoholic beverages in the property
without the approval of the LESSOR.

10. No pets or animals are allowed to be kept in or about the property without the
permission of the LESSOR. The LESSOR may revoked the approval if the LESSOR
thinks that the animals is dangerous to the other tenants living in the said property.