REPUBLIC OF THE PHILIPPINES )

City of Tagbilaran, Bohol, Philippines ) S.S

JOINT COUNTER-AFFIDAVIT

This is the examination conducted over the persons of:

1. EMMA WATSON, of legal age, married, Filipino, a

businesswoman, and a resident of House 4, Poblacion 1,
Tagbilaran City, Bohol, Philippines, where summons and
notice may be served;

2. GRETA GERWIG, of legal age, married, Filipino, a

businesswoman, and a resident of No. 12, Poblacion 1,
Tagbilaran City, Bohol, Philippines, where summons and
notice may be served;

3. SHAYLA TWAIN, of legal age, single, Filipino, a financial

adviser, and a resident of House 3, Poblacion 1, Tagbilaran
City, Bohol, Philippines, where summons and notice may be
served; and

4. WAYNE BRUCE, of legal age, married, Filipino, a

businessman, and a resident of House 5, Poblacion 2,
Tagbilaran City, Bohol, Philippines, where summons and
notice may be served.

This examination was conducted by ACE NORMAN P.

ALVERO, counsel of the defendants, with law office address
at Fairy Tail Bldg., Poblacion 1, Tagbilaran City, Bohol,
Philippines.

The same examination was conducted in the English

language which is know to the defendants, at Fairy Tail
Bldg., Poblacion 1, Tagbilaran City, Bohol, Philippines, on
September 2, 2019.

Herein defendants collectively answered the questions asked

of them, fully conscious that they did so under oath, and
that they may face criminal liability for false testimony or
perjury.

1
 PURPOSE

This joint counter-affidavit is being executed and offered to

show and prove that:

1. The amount of one million pesos (P1,000,000.00) which

represents the revenues for April 2018, from the six million
pesos (P6,000,000.00) that is being claimed by Patrick
Swayze, the complainant, which were not remitted
immediately due to delay not attributable to defendants,
was only a product of a misunderstanding which has long
been settled by delivery of the same to the complainant;

2. The remaining amount of five million pesos (P5,000,000.)

from the six million pesos (P6,000,000.00) being claimed by
the complainant, was not received by the defendants in trust
of the former, as it was in fact payment for the purchase
price in a contract to sell between Christina Gaspay, the
common-law wife of complainant, and Emma Watson, the
buyer and the vendor respectively;

3. There was no misappropriation made by the defendants

as one cannot misappropriate funds which one actually
owns, and for funds which have been delivered already;

4. The appropriation made by the defendants, especially by

Emma Watson, was not prejudicial to the complainant, but
was in fact beneficial to the latter as it would comprise as
payment for the purchase price of the subject of the contract
to sell, as agreed;

5. No effective demand was made to the defendants as the

demand letters were sent to wrong addresses; the
addresses embodied in the demand letters are different and
incorrect to that of the actual and true addresses of the
defendants; and

6. Other matters relevant to this case.

2
 QUESTION AND ANSWER PROPER

1. Question: Do you swear to tell the truth and nothing

but the truth?

Answer: Yes.

2. Question: Are all the information that you will be

providing in this examination gained through
your personal knowledge and authentic
documents?

Answer: Yes.

3. Question: What is your relation to the persons being

charged in the complaint-affidavit filed by
MR. PATRICK SWAYZE?

Answer: We are the same persons to those being

charged in the said complaint.

4. Question: Regarding the amount being claimed by the

complainant, can you please shed light as to
this matter?

Answer: The said amount actually involves, and can

actually be classified, into two: one million
pesos (P1,000,000.00) and five million pesos
(P5,000,000.00). These amount pertains to
two different matters.

5. Question: As to what matter is the P1,000,000.00

involved?

Answer: Such amount pertains to the revenues of the

dive center for April 2018.

6. Question: What happened to this amount?

3
 Answer: Contrary to the allegation of the
complainant, this amount has been remitted
to him already. There was just actually a
misunderstanding between us and the
complainant.

7. Question: What was this misunderstanding all about?

Answer: There was actually only a delay as regards

the remittance of the same.

8. Question: What was the cause of this delay?

Answer: The cause of this delay was due to the work

suspension in the entire Panglao, Bohol from
April 22, 2018 to May 4, 2018. The work
resumed only on May 6, 2018. A copy of the
Executive Order suspending the work as
mentioned, is attached in this joint counter-
affidavit as “Annex 1”.

9. Question: What was the effect of this event?

Answer: This eventually caused delay to the

processes in the Accounting Department,
especially as to the computation of the
revenues for the month of April 2018, which
are to be remitted to the complainant.

10. Question: What was the reaction, if any, of the

complainant as regards this matter?

Answer: Complainant sent us a Demand Letter on

May 9, 2018, as it was the practice to remit
the revenues within the first week of the
month following the month to which such
revenues refer. A copy of this demand letter
is attached to this joint counter-affidavit as
“Annex 2”.

4
11. Question: What then was your reaction, if any, to this
demand letter?

Answer: We sent him a Reply, stating the reasons

previously mentioned. After complainant was
informed, he understood the situation. A
copy of this reply is attached to this joint
counter-affidavit as “Annex 3”.

12. Question: What happened to the revenues for April

2018?

Answer: Since computation for revenues of a month

usually takes one (1) week, the April 2018
revenues were only remitted on May 13,
2018.

13. Question: What was the reaction, if any, of complainant

after the remittance?

Answer: A Letter of Receipt was sent by

complainant to us, with an apology of the
misunderstanding. A copy of the letter of
receipt is attached to this joint counter-
affidavit as “Annex 4”.

14. Question: What happened to the remaining

P5,000,000.00 being claimed by the
complainant?

Answer: Said amount actually pertains to the

revenues for the months of May, June, and
July 2019. This amount is actually payment
to Emma Watson, and will form part of the
purchase price to be paid by the
complainant.

15. Question: Why is this amount considered as part of a

purchase price?

Answer: Because there is an existing Contract to

5
 Sell between Christina Gaspay,
complainant’s common-law wife, and Emma
Watson, executed on February 6, 2019. A
copy of this contract to sell is attached to
this joint counter-affidavit as “Annex 5”.

16. Question: What is this contract to sell all about?

Answer: Under this contract, it was agreed upon that

the beach-front property of Emma Watson,
which is currently being leased to the
Hayahay Beach Resort Corporation, will be
sold to Ms. Christina Gaspay, the common-
law wife of complainant, for a total
consideration of fifty million pesos
(P50,000,000). The payment for the
purchase price will be paid out of the
revenues from the dive center starting from
May 2019, as agreed, until May 2020, so that
revenues therefrom will no longer be
remitted to the complainant, but instead be
applied as payment to Emma Watson,
pursuant to the Authorization from the
complainant and a Board Resolution, both
to such effect and purpose. Such non-
remittance and application will last as long as
the purchase price is not paid in full, or if the
purchase price is fully paid prior to May
2020, then the remittance to the
complainant will again resume and any
excess amount collected will be returned to
the complainant. Meanwhile, the contract of
lease over said property will continue until
said purchase price is fully paid. Afterwards,
a Deed of Absolute sale transferring the
ownership to Ms. Gaspay will be executed.
Copies of the authorization and board
resolution are attached to this joint counter-
affidavit as “Annex 6 and “Annex 7”,
respectively.

17. Question: Why is it that instead of selling the beach-

front property to the complainant, the
contract to sell was executed in favor of this

6
 certain Ms. Christina Gaspay?

Answer: This is because complainant is still a British

national, and we believe that a real property
cannot be sold to a foreigner. That’s why we
agreed, with the initiative coming from
the complainant, that the property be sold
instead to Ms. Gaspay who is the common-
law wife of the complainant for about five (5)
years, in so far as we know. The contract to
sell also embodies the signature of the
complainant acknowledging the said sale to
Ms. Gaspay.

18. Question: How did you come to know that Ms. Gaspay
is the common-law wife of complainant?

Answer: It is actually of public knowledge. They live

in the same house, and in fact in the year
2017, Ms. Gaspay bore a child who is
acknowledged by the complainant. In fact,
both the couple were present when the
contract to sell was executed, and also, at
that time, the authorization previously
mentioned was also executed. Further,
during our conversation, the complainant
said that he doesn’t have any reservations as
to selling the property to Ms. Gaspay and but
paying the purchase price from his own
money as according to him, they will get
married soon anyway.

19. Question: What did you do, if any, after receipt of the
dive center’s revenues from May, June, and
July 2019?

Answer: Emma Watson would always give a Receipt

to the complainant and his common-law wife
for each time that she applies the said
revenues as payment for the purchase price.
Copies of said receipts for the months of
May, June, and July are attached to this joint
counter-affidavit collectively described as

7
 “Annex 8”.

20. Question: What was the reaction of the complainant, if

any?

Answer: In return, complainant would always send us

a Letter acknowledging that he has received
said receipts. Such letter also embodies the
price paid and the price remaining to be
paid, as computed by the complainant. This
helps us to be on track regarding the
purchase price paid and to be paid. Copies of
these letters for the months of May, June,
and July are attached to this joint counter-
affidavit collectively described as “Annex 9”.

21. Question: Regarding the demand letters mentioned by

the complainant, when did you come to know
about this?

Answer: We came to know about these demand

letters only upon receipt of the complaint
filed by the complainant. We received such
complaint only on August 31, 2019 at our
Hayahay Beach Resort Office, as copies
thereof were also sent there and addressed
to us.

22. Question: Why is it that despite these demand letters

being dated as August 5 and August 19,
2019, you only became aware of these on
August 31, 2019?

Answer: This is because upon examination of said

letters, the addresses therein were incorrect,
or at least, not updated. The addresses
therein were our previous ones and as of
January 2019, we have already changed our
addresses. Such change was even reflected
in our directory of board of directors in the
Hayahay Beach Resort Corporation. That is
why we are also surprised that complainant

8
 placed the wrong addresses. Copies of the
Demand Letters sent by complainant as
attached to his complaint, are attached to
this joint counter-affidavit collectively
described as “Annex 10”.

23. Question: Are you aware of any reason that compelled

complainant to file this complaint against
you?

Answer: There is none that we are aware of. Any

misunderstanding that we had were already
settled in so far as we know.

24. Question: Do you have anything to add?

Answer: Nothing more.

IN WITNESS WHEREOF, I have hereunto set my

hand this 2nd day of September 2019, in Tagbilaran City,
Bohol, Philippines.

(SGND.) (SGND.)
EMMA WATSON GRETA GERWIG
Affiant Affiant

(SGND.) (SGND.)
SHAYLA TWAIN WAYNE BRUCE
Affiant Affiant

SUBSCRIBED AND SWORN to before me this 2nd day

of September 2019, in Tagbilaran City, Bohol, Philippines,
affiants exhibiting to me their LTO issued Driver’s License as
follows:

Emma Watson DL No. VII-29184954 Issued on February

2018, valid until
January 2023
Greta Gerwig DL No. VII-29189482 Issued on April
2018, valid until
March 2023

9
Shayla Twain DL No. VII-58749381 Issued on March
2018, valid until
February 2023
Wayne Bruce DL No. VII-56473837 Issued on August
2018, valid until
July 2023

that the contents hereof were read by them, that they fully
understands the same, and that they freely and willingly
executed the same.

(SGND.)
RORONOA ZORO
NOTARY PUBLIC OF TAGBILARAN CITY
Notarial Commission No. 182684, Until December 2020
Roll of Attorneys No. 2771847
PTR No. 17637, February 2, 2020, Tagbilaran City
IBP No. 172738, February 2, 2020, Tagbilaran City
MCLE Compliance No. VIII-1973937, September 21, 2019
Room 28, One Bldg., Poblacion 1
Tagbilaran City, Bohol, Philippines
Tel. No. 323-5162 / Mobile No. 09358263754
roronoaoffice@gmail.com

Doc. No. 33
Page No. 53
Book No. IV
Series of 2020

ATTESTATION

The undersigned hereby certify under oath that he

faithfully recorded the questions he asked of the defendants
and the corresponding answers thereof, and that neither he
nor any other person present or assisting him coached the
witness regarding the latter’s answers, and that he is fully
aware that any false attestation hereof will subject him to
disciplinary actions, including disbarment.

September 2, 2020, Tagbilaran City, Bohol, Philippines.

10
 (SGND.)
ACE NORMAN P. ALVERO
Counsel for Defendants
Roll of Attorneys No. 2121456
PTR No. 757485, March 3, 2020, Tagbilaran City
IBP No. 848562, March 3, 2020, Tagbilaran City
MCLE Compliance No.VII-161211, January 22, 2020
Fairy Tail Bldg., Poblacion 1,
Tagbilaran City, Bohol, Philippines
Tel. No. 332-9801 / Mobile No. 09774874332
dragneelandassociates@gmail.com

SUBSCRIBED AND SWORN to before me this 2nd day

of September 2019, in Tagbilaran City, Bohol, Philippines,
affiants exhibiting to me his LTO issued Driver’s License with
numbers VII-22165646 issued at Tagbilaran City,
Philippines, on June 2018, valid until May 2023, that the
contents hereof were read by him, that he fully understands
the same, and that he freely and willingly executed the
same.

(SGND.)
RORONOA ZORO
NOTARY PUBLIC OF TAGBILARAN CITY
Notarial Commission No. 182684, Until December 2020
Roll of Attorneys No. 2771847
PTR No. 17637, February 2, 2020, Tagbilaran City
IBP No. 172738, February 2, 2020, Tagbilaran City
MCLE Compliance No. VIII-1973937, September 21, 2019
Room 28, One Bldg., Poblacion 1
Tagbilaran City, Bohol, Philippines
Tel. No. 323-5162 / Mobile No. 09358263754
roronoaoffice@gmail.com

Doc. No. 34
Page No. 54
Book No. IV
Series of 2020

Copy Furnished:

11
By Personal Service

ATTY. MIRA HYACINTH ALTAR

Counsel for Complainant
123 ABC Bldg., Poblacion I,
Tagbilaran CIty, Bohol, Philippines

PROOF OF SERVICE

I, XYRON CABUS, messenger of ACE NORMAN P. ALVERO,

herein counsel for the defendants, hereby certify that I
personally delivered the Joint Counter-Affidavit dated
September 2, 2019, to complainant’s counsel, ATTY. MIRA
HYACINTH ALTAR, with law office address 123 ABC Bldg.,
Poblacion I, Tagbilaran CIty, Bohol, Philippines. The counter-
affidavit was received by complainant’s counsel herself on
September 3, 2019.

(SGND.)
XYRON CABUS
Affiant

SUBSCRIBED AND SWORN to before me this 2nd day

of September 2019, in Tagbilaran City, Bohol, Philippines,
affiants exhibiting to me his LTO issued Driver’s License with
numbers VII-32165646 issued at Tagbilaran City,
Philippines, on Mayu 2018, valid until April 2023, that the
contents hereof were read by him, that he fully understands
the same, and that he freely and willingly executed the
same.

(SGND.)
RORONOA ZORO
NOTARY PUBLIC OF TAGBILARAN CITY
Notarial Commission No. 182684, Until December 2020
Roll of Attorneys No. 2771847
PTR No. 17637, February 2, 2020, Tagbilaran City
IBP No. 172738, February 2, 2020, Tagbilaran City
MCLE Compliance No. VIII-1973937, September 21, 2019
Room 28, One Bldg., Poblacion 1
Tagbilaran City, Bohol, Philippines

12
 Tel. No. 323-5162 / Mobile No. 09358263754
roronoaoffice@gmail.com

Doc. No. 35
Page No. 55
Book No. IV
Series of 2020

13