14. Writing Trial Memoranda In trials by jury in the United States and other countries that have adopted that system of hearing and deciding cases, trial is usually followed by oral arguments from both sides. Counsel stands before a jury of ordinary men and women, orally sums up his case and tries to persuade them with evidence and arguments to accept his client’s point of view. In the Philippines, only one person—the judge who is trained and experienced in the law— sits to hear the case in its entirety and passes judgment on the dispute. Because cases are tried in installments over a period of time, usually a year or two, counsels often need to argue their cases at the end of trial. They do this by written memoranda As we said earlier, pre-work is indispensable to a substantial and convincing trial memorandum. It will do well for you, therefore, to go over the pleadings, the transcript of the testimonies of the witnesses, and the documentary exhibits. Working on these materials, identify the legal dispute involved and, based on it, draw up the principal issue in the case. From there, proceed to make an outline of the relevant facts that the opposing parties claim and pinpoint the issues that you need to address. After pre-work, write up your client’s memorandum in the case. Make sure that your memorandum embodies the following, indispensable parts: 1. A-summary of the nature of the action and the court proceedings so far had in it; i WRITING TRIAL MEMORANDA 19) 2, Asummary of the facts of the case—the transaction or ‘event that brought about the legal dispute and the lawsuit—as seen from the opposing points of view of the parties; 3. A statement of the relevant issues that the parties present for resolution; and 4, Anorderly presentation of the arguments that support your client's position. Illustrative Case: Maranan v. Gonzalo Realty Ina case, the president of a corporation, acting in his own name, leased one of the properties of his company toathird person ata fixed rent for 25 years. After the president left, the tenant brought a lawsuit to enforce the contract against his company. Following the trial, defendant company filed a memorandum in the case, reproduced below. It shows a species of such pleading Certain details have buen altered to preserve the privacy of the parties involved. ‘Republic of the Philippines REGIONAL TRIAL COURT ‘National Capital Judicial Region Mandaluyong City, Branch 156 RAMON C. MARANAN, Plaintiff, -versus- SCA No. CV 0341 GONZALO REALTY CORP, Defendant.v4 FUNDAMENTALS OF LEGAL WRITING DEFENDANT’S MEMORANDUM Defendant, by counsel, respecifully submits its memorandum in the case: The Case Plaintiff Ramon C, Maranan filed this action for declaratory relief and damages against defendant Gonzalo Realty Corporation, claiming that the Court needed to ascertain the rights of the parties under a contract of lease between them before its terms were violated. In its answer, Gonzalo Realty claimed that it did not authorize the contract of lease and that the action was improper for declaratory relief. The parties claimed moral damages and attorney's fees against each other. The Facts At the trial, Maranan gave his version of the events. He had been renting the land in question from Gonzalo Realty from April 2002 under a Contract of Lease, Exhibit A (Transcript of Stenographic Notes, August 27, 2012, p. 5). Ted Gonzalo, its president and director, represented Gonzalo Realty in that contract (id., p. 6). The contract was for twenty-five years at 3,000.00 rent per month, which he had always paid. At the beginning Ted or Celia, his secretary, gave Maranan unofficial receipts for the rents but from August2010 Gonzalo Realty began to give him official receipts (id., p. 13). From September 2011, however, Gonzalo Realty refused to take his monthly rents, insisting that he should increase this to P8,000.00 (id., p-14). Maranan went to Gonzalo Realty’s office and asked Edmund Gonzalo, its new president, to honor WRITING TRIAL MEMORANDA the contract signed by the former president, Ted Gonzalo. But Edmund and her sister, Juith Gonzalo, told him that the contract was void. Maranan had not since seen Ted Gonzalo. These events prompted ‘him to file the present action. A second witness, Fred Simon testified that he had been paying Maranan‘s sents to Susan, the secretary of Gonzalo Realty at its office and that, although Edmund knew of such payments, he did not object to them (Exh. H). Judith Gonzalo, a stockholder, a member of the board of directors, and the corporate secretary of Gonzalo Realty (TSN January 30, 2009, pp. 5-6), presented her company’s version. She served as company president from August 2010 to December 2011, succeeding her brother Ted (id, P- 7) who served from 2004 to July 2010. Later, her —_ other brother Edmund took over as president. Gonzalo Realty had been leasing lots and a building in San Dionisio, Baclaran and Tambo in Parafiaque (id., p. 8), including the two small lots subject of this case (id, p.9). Ju first learned of the lease of the two small lots to Maranan in 2010 when, 0” becoming, Gonzalo Realty’s president, she asked their secretary to instruct all the tenants to pay their rents directly to Gonzalo Realty and no longer to Ted: Beginning in August 2006 Maranan paid his rents to Gonzalo Realty, which issued him official receipts (id., p. 10; Exh. B to B-19). The company did not issue the other receipts that Maranan presented in court (Exh. D to D-34), some of which included official receipts issued by his brother Ted’s company, the TRG Enterprises, (id, p. 11). TRG stood for Ted R. Gonzalo. Gonzalo Realty did not authorize Ted to enter into the lease contract, Exh. A, with Maranan (id, p. 12). Judith first saw it only in August or SeptemberFUNDAMENTALS OF LEGAL WRITING 2011 while she was making her rounds of their properties. When Judith asked Maranan if they could already increase his rents, the latter produced a lease contract with Ted Gonzalo for twenty-five years at P2,000.00 rent per month with no escalation (id, p. 13). As soon as she saw the contract, Judith wrote Maranan, informing him of its invalidity and demanded an increase in his rent to P8,000.00 per month, subject to a 10% yearly increase (id., p. 14). According to Gonzalo Realty’s by-laws, its president's powers were purely managerial or administrative (id., p. 14; see Sections 4 and 5). This allowed him to lease corporate properties for not more than one year; for leases over one year, the contracts had to pass Judith and be approved by the board of directors of the company (id., p. 15). In this case, the board learned of Maranan’s contract with Ted only in August 2011. It neither authorized nor ratified that contract (id., p. 17). To defend itself against the suit, Gonzalo Realty had to hire the services of counsel for P100,000.00 and P3,000.00 for every hearing he attended (id., pp. 17-18). ‘The Issues The Court defined the issues in this case in its pre-trial order as follows: 1. Whether or not the Contract of Lease executed by and between Ted Gonzalo and Ramon Maranan binds Gonzalo Realty; and 2. Whether or not either party is entitled to damages and attorney's fees. WRITING TRIAL MEMORANDA Arguments IL TED GONZALO DID NOT HAVE AUTHO- RITY TO BIND GONZALO REALTY TO THE LONG-TERM LEASE AGREEMENT THAT HE SIGNED WITH MARANAN Maranan claims that Gonzalo Realty is bound by the contract that he entered into with Ted Gonzalo since, as president of Gonzalo Realty, the latter had the necessary authority to act for it. But the fact that ‘Ted was Gonzalo Realty’s president in 2002 did not mean that all his acts were the acts of the corporation. Consider the following: First. Ted did not enter into the subject contract of lease on behalf of Gonzalo Realty, either as its president or as its agent. The portion of the contract, Exhibit A, which identified who the parties were to that agreement, shows that Maranan contracted only with Ted in his personal capacity. Thus— This Contract is made and entered into by and between: TED R. GONZALO, of legal age, Filipino, married, with residence and postal address at 336 J.P. Rizal St, Mandaluyong City, hereinafter referred to as the LESSOR; -and- RAMON C. MARANAN, of legal age, Filipino with residence and postal address at 478 Tangco St, Mandaluyong City, hereinafter referred to as the LESSEE. Since the above contract specified Ted Gonzalo as the “lessor” of the property, Maranan cannot pretend thathe entered into that contract with Gonzalo RealtyFUNDAMENTALS OF LEGAL WRITING itself. The latter's name does not appear on the face of the contract at all. As a businessman, Maranan is intelligent and his eyes were open. He should be held bound by the representations in that contract that he had dealt only with Ted in his personal capacity. Second. The contract falsely claimed that Ted owned the subject lots. The “whereases” clause unmistakably states: WITNESSET! WHEREAS, the LESSOR [Ted Gonzalo] is the registered owner of two parcel of land, covered and embraced by Lot 25, containing an area of 102 square meters and Lot 26 with an area of 15 square meters, both situated at Banaba Subdivision, Poblacion, Mandaluyong City; WHEREAS, the LESSEE desires to lease the above mentioned two Lots and the Lessor is willing to lease the same unto said Lessee, under the following terms and conditions, to wit: Xxx Xxx XxX Maranan testified that he knew that the two Lots belonged to Gonzalo Realty even before he Jeased them (TSN, August 27, 2002, p. 29). He, therefore, acted with malice and bad faith when he nonetheless agreed to lease them from Ted under an understanding, which was a false one as Maranan very well knew, that Ted owned the property. A party who had acted in this way could not avail himself of any equitable relief from the consequences of his improper conduct. ‘Third. It does not help Maranan‘s case that he admitted in the course of re-cross that before he leased the property from Ted, he had seen the deed of WRITING TRIAL MEMORANDA exchange, Exhibit G, which Gonzalo Realty entered into with Acme Realty Corp. for a swap of the lots between them. Since that document was a sample of how Gonzalo Realty, a corporation, contracted with third persons, Maranan was familiar with the form used. Indeed, he admitted that he read the front portion of the deed of exchange and saw that, although the contracting party was Gonzalo Realty, the document declared that Ted, its president, represented it in the transaction. Still, when it came to the two Lots that Maranan allegedly leased from Gonzalo Realty, he went along with the idea that Ted would act on his own, in a personal capacity, rather than as Gonzalo Realty’s representative. Maranan could not, therefore, claim ignorance of what it took to bind a corporation to a contract. He knew that the lease contract did not bind Gonzalo Realty. Fourth. Even if Maranan and ‘Ted had wanted the latter to bind Gonzalo Realty into that contract, still Ted could not do so. Section 23 of the Corporation Code vests in the board of directors the corporate powers of a corporation, including the power of control over all its properties. Sec. 23. The board of directors or trus- tees. — Unless otherwise provided in this Code, the corporate powers of all corpora- tions formed under this Code shall be exer- cised, all business conducted and all prop- erty of such corporation controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock, from among, the members of the corporation, who shall hold office for one (1) year and until their successors are elected and qualified.FUNDAMENTALS OF LEGAL WRITING ‘As president, Ted only had powers of general administration under the corporation's by-laws (ISN, January 30, 2011, p. 14). Article 1877 of the Civil Code governs the scope of his authority. Thus: ‘Art, 1877. An agency couched in general terms comprises only acts of administration, even if the principal ‘should state that he withholds no power or that the agent may execute such acts as he ‘may consider appropriate, or even though the agency should authorize a general and unlimited management. Consequently, with his limited powers, Ted could not encumber the properties of the corporation for a twenty-five-year lease with no adjustments in rent, Such is not an act of general administration. Indeed, Article 1878(8) of the Civil Code provides that a person acting for his principal, like Ted acting, for Gonzalo Realty, needs a special power of attorney “to lease any real property to another for more than one year.” Thus: ‘Art. 1878. Special powers of attorney are necessary in the following cases: vx xx sox (8) To lease any real property to another person for more than one year; xxx xx sox Here, neither the complaint nor the contract of lease states that Ted had been empowered with 4 special power of attorney approved by the Board ‘of Directors of Gonzalo Realty to lease its two Lots to Maranan for twenty-five years with no change in rental. WRITING TRIAL MEMORANDA Fifth. Assuming that Ted had the authority to enter into long-term lease contracts on behalf of Gonzalo Realty even without a special power of attorney from its board of directors (a point that is not conceded), still he could not have bound Gonzalo Realty to the particular contract subject of this case. Article 1883 of the Civil Code provides that, if an agent “acts in his own name, the principal has no right of action against the persons with whom the agent has contracted; neither have such persons against the principal.” Here, clearly, Ted acted in his own name. ‘Consequently, Maranan had no right of action against Gonzalo Realty. 1. GONZALO REALTY HAS NOT RATIFIED THE CONTRACT OF LEASE BETWEEN TED GONZALO. AND MARANAN Maranan next claims that Gonzalo Realty should be considered as having ratified the contract in question considering how it had received monthly rents from him as evidenced by the receipts that it issued. But Gonzalo Realty could not ratify a contract that it did not know existed. Judith Gonzalo testified that they learned of the contract of lease between Ted and Maranan only in August 2010 and Gonzalo Realty lost no time to assail it. Indeed, neither Maranan nor his warehouseman, Fred Simon, testified to having previously discussed with Judith or Edmund Gonzalo, whom they knew were directors and later presidents of the company, the matter of the twenty- five-year contract of lease.FUNDAMENTALS OF LEGAL WRITING ‘Nor could Maranan capitalize on the fact that he had faithfully paid monthly rentals of P2,000.00 for the property from 2007 to August 2011. Consider the following: 1. As Judith Gonzalo testified, when she took over from Ted as president of Gonzalo Realty in August 2010, she simply continued to have the rentals collected from the known existing tenants on their properties. She had assumed, in the absence of any written contract in the files of the corporation, that these tenants were, consistent with Guillermo’s limited authority, on a month-to-month lease only since they were paying rents on a monthly basis. Consequently, Maranan cannot infer from the fact of Gonzalo Realty’s receipt of rentals from him beginning in August 2010 that it had knowledge and approved of his 2007 contract of lease. Only when Maranan invoked his alleged twenty-five-year contract with Ted and sent a copy of it to Gonzalo Realty around August 2011 did the latter learn of its existence. And Gonzalo Realty promptly informed ‘Maranan that the contract was void. 2. The receipts that Maranan got for the rents he paid are consistent with Gonzalo Realty’s lack of knowledge of the contract and his occupation of the property in 2007. The paper trail of receipts he offered is interesting and proves this point. Consider the following: First. The lease evidently ran for over two years from April 2007 to July 2010 as a secret, illicit agreement solely between Maranan and Ted. The receipts corresponding to this period were mostly unofficial, written on scratch papers of various sizes (Exh. D to D-34). In some cases, official receipts had been issued but these were in the name of TRG Enterprises, a business that belonged to Ted. TRG WRITING TRIAL MEMORANDA stood for Ted R. Gonzalo. For five years, therefore, Maranan and ‘Ted actually cheated Gonzalo Realty of earnings from its property. Second. Official receipts from Gonzalo Realty appeared only from August 2010, consistent with Judith Gonzalo’s testimony that only from that month did their company begin to collect rents from Maranan (Exh. B to B-19). She testified that they assumed that Maranan had been leasing the property ‘on a month-to-month basis and they collected rents from him in good faith on the basis of that belief. m. GONZALO REALTY IS ENTITLED TO DAMAGES For having instituted this baseless and malicious suit, Maranan should be held liable to Gonzalo Realty for moral damages and attorney's fees. WHEREFORE, defendant Gonzalo Realty Corporation respectfully prays the Court to render judgment: 1. Dismissing the petition for lack of merit; and 2. Ordering plaintiff Ramon C. Maranan to pay defendant moral damages of P1 million and attorney's fees of P100,000.00 plus appearance fee for counsel at P3,000.00 per hearing. [Explanation: A copy of this memorandum been served on the adverse party by registered mail in view of the distance and the absence of a messenger who could make a personal service.] Manila for Muntinlupa City, May 12, 2009.208 FUNDAMENTALS OF LEGAL WRITING ISABELA H. FONTILA Counsel for Gonzalo Realty Corp. 2nd Flr. Olympia Bldg. 445 Buendia Avenue Makati City j Atty. Roll No. 23456 : TBP 544498 12-21-09 | PTR 8723254 01-02-09 MCLE Compliance 111-295 | Email: ihfontilla@yahoo.com Copy furnished: Atty. Shaira A, Cruz 346 President Avenue Parafiaque City Writing Exercises ‘You will find in Appendix A of this book the important ‘ord of an actual carnapping case. The names wvolved have been changed to protect the .d. And, although the materialshave been 6 eliminate collateral discussions faithful to their substance portions of the rec of persons and places in’ privacy of those involve edited, the purpose is only t and control length. What remains are at the case has been submitted for decision and the court has required you to file a memorandum in support of your client's case, whether you choose to be lawyer for the prosecution or for the accused. Use what you have learned and go through the process suggested in this book. 1. _ Read the materials closely and determine the legal dis- pute by ascertaining what right of a party the other has violated. Assume thi 2. Make an outline of the relevant facts of the case, ar- ranging them in the order of time.