Republic of the Philippines

REGIONAL TRIAL COURT

THIRD JUDICIAL REGION
Branch ____
Angeles City

Xxxx
Petitioner,

Case No. _________________

-versus-

Xxxx,
Respondents.

x-------------------------------------------------x

Defendant, through counsel, answering plaintiff's complaint

alleges:

1. That defendant ADMITS the allegations in paragraph ___,

____ and ___ of complaint.

2. That defendant ADMITS the allegations in paragraph ____ of

complaint, to the effect that plaintiff purchased from him, for the price
of Php _________, the merchandise specified therein, which was
then loaded on the "Marine Vessel Banca De Oro", in transit from
Cebu City to Manila; but DENIES that defendant warranted that the
merchandise consisted of the exact and precise quantity and kind
specified therein. The truth being that defendant made clear, at the
time the contract was entered into, that he was not absolutely certain
of the precise specifications of the articles, because the invoices were
not yet on hand, but that he would duly inform plaintiff of said
specifications as soon as defendant received the invoices.

3. That defendant ADMITS the allegation in Paragraph ____ to

the effect that he made demand on plaintiff for the payment of Php
________ upon arrival of the "Marine Vessel Banca De Oro," in
Manila; however, DENIES that defendant did not present the
corresponding bills of lading and invoices, the fact being that he did.

4. That defendant ADMITS that the merchandise which arrived

through the "Marine Vessel Banca De Oro," consist of items
mentioned in Paragraph ____ of complaint; however DENIES that
there has been a breach of warranty, the fact being that there was no
warranty made.

5. That defendant is without knowledge or information sufficient

to form a belief as to the truth of the averments in Paragraphs ____,
____ and ____ complaint.

6. That defendant ADMITS the allegations in Paragraphs ____,

____ and ____ of complaint; and as

AFFIRMATIVE DEFENSE

1. That, at the time the contract of sale was entered into on 8

August 2008, defendant made it clear to plaintiff that defendant did
not, as yet, have the invoices, and consequently could not make any
definite assurance as to the exact amount and kind of the
merchandise arriving; and plaintiff entered into said contract with this
explicit understanding.

2. That, on 18 August 2008, defendant received the

corresponding invoices, and, on the same day, sent a letter to plaintiff
stating that the goods which would arrive do not tally exactly with the
specification in Annex "X" of complaint, but that the same were those
specified in Paragraph ___ of complaint, a copy of which letter of
defendant is attached hereto as Annex "Z".

3. That, on 21 August 2008, plaintiff wrote a letter to defendant, in

answer to Annex "Y," implicitly, but unmistakably, stating that plaintiff
agreed to purchase the merchandise specified in said letter, at the
same price and under the same terms and conditions as the original
contract, copy of which letter of plaintiff is attached hereto as Annex
"Z".

4. That the aforementioned agreement to the revised specification of

the merchandise was in accordance with the original understanding
mentioned in Paragraph __ hereof; and/or constitutes a valid novation
of the original contract.

COUNTERCLAIM
 1. That, in accordance with the contract between the parties,
plaintiff was to pay to defendant the balance of Php _________ upon
presentation to him of the corresponding bills of lading and invoices.

2. That defendant did present said bills of lading and invoices to

plaintiff and at the same time, demanded payment on 9 September
2008.

3. That plaintiff had refused, and still refuses, to pay said

balance of Php _______.

PRAYER

WHEREFORE, defendant prays for judgment:

1. Dismissing the complaint with costs against plaintiff; and

2. On the COUNTERCLAIM, ordering plaintiff to pay to

defendant the sum of Php_____________, with interest thereon at
12% per annum from 9 September 2008 until the amount is fully paid.