REPUBLIC OF THE PHILIPPINES

REGIONAL TRIAL COURT

NATIONAL CAPITAL JUDICIAL REGION
MAKATI CITY, BRANCH 111

BI LAND HOLDINGS INC.

Plaintiff,

Civil Case No. ​001001

- versus - For: ​Complaint for Specific
Performance and Damages

DMSI, INC.
Defendant.
x-----------------------------------------------------------------------------------------x

ENTRY OF APPEARANCE

The undersigned law firm respectfully enters its appearance as counsel for DMSI, Inc.,
and requests that all orders, notices, pleadings and other legal process intended for DMSI, Inc. be
sent to the undersigned counsel’s address indicated below.

Respectfully submitted.

Makati City/October 30, 2020.

SyLip, Salazar, Fernandez & Gonzaga

Counsel for Defendant
XYZ Street, Makati City, Philippines
Tel. No. +63 2 887-7777

By:
BOBBIE SALAZAR
IBP No. 67890 / 01-01-17 / Makati City
PTR No. 67890 / 01-01-17 / Makati City
MCLE Compliance No. 67890 / 04-01/19
Roll No. 67890

COPY FURNISHED:

JUAN MANUEL MORALES

No. 2 Makati Avenue, Makati City
 REPUBLIC OF THE PHILIPPINES
REGIONAL TRIAL COURT
NATIONAL CAPITAL JUDICIAL REGION
MAKATI CITY, BRANCH 111

BI LAND HOLDINGS, INC.

Plaintiff,

Civil Case No. ​2020-001

- versus - For: Specific Performance with
Damages

DMSI, INC.,
Defendant.
x---------------------------------------------------------------------------------------x

ANSWER

Defendant DMSI Inc. (“DMSI”), by counsel, respectfully states:

Denials

I. Specific Denials

1. For the reasons stated in the succeeding paragraphs, as well as in the Affirmative
Allegations and the Affirmative Defenses below, defendant DMSI Inc. (“DMSI”) specifically
denies the allegations in the following paragraphs of the complaint:

1.1. Paragraph 8 is denied, the truth being that stated in the affirmative and special
defenses hereunder.

II. For Lack of Knowledge or Information

2. Defendant DMSI Inc. (“DMSI”) specifically denies the allegations in the

following paragraphs of the complaint for lack of knowledge or information sufficient to form a
belief as to the truth of their allegations:

2.1. Paragraph 5 is denied for lack of knowledge or information for the Defendant DMSI
did not receive the letter dated September 11, 2020 which indicated Plaintiff BLHI’s
acceptance of the offer.​1

III. Conclusory and/or Speculative

1
See Juan Yala Affidavit (Annex A), at p. 3.
 3. The following paragraphs of the complaint are denied for being conclusory and/or
speculative:

3.1. Paragraph 9 is speculative insofar as it asserts that Defendant DMSI refused to

proceed with the transaction. Defendant DMSI has expressed its desire to communicate
with Plaintiff BLHI, the truth being that stated in the affirmative and special defenses
hereunder.

Affirmative Allegations

4. In support of her Specific Denials, Affirmative Defenses, and Compulsory

Counterclaim, Defendant DMSI Inc. (“DMSI”) respectfully states:

4.1. During negotiations, Defendant DMSI required Plaintiff BLHI to present an

authorization in favor of Mr. Dela Cruz.​2 However, Plaintiff BLHI was unable to present
any authorization given by the Board of Directors through a Board Resolution and
Secretary Certificate, to its alleged President and Chairman, Mr. Juan Dela Cruz.

4.2. In Defendant DMSI’s Letter​3 dated September 10, 2020, one of the agreed terms
was the payment of 20% of the purchase price upon the execution of the Deed of
Conditional Sale. Payment serves as a suspensive condition to the sale; non-performance
of which will prevent the obligation of Defendant DMSI to convey the property to
Plaintiff BLHI from arising.

4.3. Defendant DMSI sent a letter dated September 21, 2020 expressing its desire to
communicate in person the concerns of the plaintiff and to initiate negotiations for new
terms and conditions that would be more agreeable to both of the parties.​4

Affirmative Defenses

5. Defendant DMSI Inc. (“DMSI”) repleads the allegations in the preceding paragraphs.

5.1. The allegation in Paragraph 4 declaring that Mr. Juan Dela Cruz was authorized
by the Board of Directors of Plaintiff has no leg to stand on. The evidence presented was
only a copy of the Minutes of the Meeting and an Affidavit of Mr. Juan Dela Cruz. No
evidence was shown with regard to a Board Resolution or a Secretary’s Certificate.
According to Lim v. People​5​, the proper evidence of a Board resolution approving the
sale of a piece of land can only be the Secretary Certificate embodying such resolution. It
is the Secretary’s Certificate, not a mere Minutes of the Board Meeting, that serves as the
corporation’s official document showing the corporation’s actions have been approved by
its Board.

2
​See Juan Yala Affidavit (Annex A), at p. 4
3
A copy of the letter dated September 10, 2020 is attached Annex B.
4
​A copy of the letter dated September 21, 2020 is attached as Annex B; see also Juan Yala Affidavit
(Annex B), at p. 4.
5
Lim v. People, 862 SCRA 405 (2018)
 5.2. Plaintiff BLHI has not tendered payment of Php 200 Million which represents
20% of the purchase price. Because of Plaintiff BLHI’s failure to tender payment, the
condition, which would have obligated Defendant DMSI to convey the subject property,
did not arise. Therefore, there was no perfected Deed of Sale.

5.3. Since there is no perfected Deed of Sale, Plaintiff BLHI does not have any source of
right from which it can demand specific performance.

Counterclaim

6. Defendant DMSI Inc. (“DMSI”) respectfully reiterates, repleads, and incorporates by

reference here all the allegations in the preceding paragraphs.

6.1. Due to the malicious filing of this instant suit, Defendant DMSI was forced to litigate
and incur expenses to protect its interest. Defendant DMSI have hired the services of the
undersigned counsel for an agreed amount of Philippine Pesos: Five Hundred Thousand
(PHP 500,000.00).

PRAYER

WHEREFORE, Defendant DMSI Inc. (“DMSI”) respectfully prays that this Honorable
Court:
a. REQUIRING plaintiff to pay the amount of at least FIVE HUNDRED
THOUSAND PESOS (PhP 500,000.00) as attorney’s fee and costs of suit.

b. REQUIRING plaintiff to pay all other just and equitable relief that the Court may
require.

October 30, 2020.

SyLip, Salazar, Fernandez & Gonzaga

Counsel for Defendant
XYZ Street, Makati City, Philippines
Tel. No. +63 2 887-7777

By:
BOBBIE SALAZAR
IBP No. 67890 / 01-01-17 / Makati City
PTR No. 67890 / 01-01-17 / Makati City
MCLE Compliance No. 67890 / 04-01/19
Roll No. 67890
COPY FURNISHED:

JUAN MANUEL MORALES

No. 2 Makati Avenue, Makati City