08/09




2nd
Semester


Legal
Forms
Manual


Submitted
by
Ateneo
Law
3D
SY
’08‐‘09

An
indispensible
tool
guide
for
the
law
student
and
the
practicing
lawyer,
this
manual

covers
the
different
basic
legal
forms
as
well
as
the
quintessential
legal
forms
used
in

both
corporate
and
litigation
practice.






Aguinaldo
 and
 Temprosa
 (ed.),
 Aquino,
 I.,
 Aquino,
 T.,
 Austria,
 Bandong,
 Bautist a , 

Bisnar,
 Chotrani,
 Concepcion,
 Cruz,
 Dino,
 Enriquez,
 Fernandez,
 Flores,
 Gan,
 G o , 

Gonzales,
 Hosaka,
 Labaguis,
 Laurente,
 Lee,
 Lim,
 Macasaet,
 Martinez,
 Nepomucen o , 

Oberio,
 Pano,
 Penaflorida,
 Reyes,
 Sabio,
 Salvahan,
 Sandico,
 Singson,
 Tan,
 E.,
 Ta n , 

L.,
Teehankee,
Verzosa,
Zuniga



 [LEGAL
FORMS
MANUAL]

ATENEO
LAW
3D
’08‐‘09
 2

CHAPTER 1: JURISDICTION



What
is
JURISDICTION?


 Authority
 given
 by
 law
 to
 a
 court
 or
 tribunal
 to
 hear
 and
 determine
 certain
 controversies

involving
rights
which
are
legally
demandable
and
enforceable

 It
is
the
legal
authority
to
hear
and
determine
a
cause
or
the
right
to
act
in
a
case.



What
is
its
SIGNIFICANCE
to
LEGAL
FORMS?

 It
is
important
to
know
which
court
has
jurisdiction
over
the
particular
case
a
lawyer
is
handling

in
order
to
determine
where
proceedings
should
be
initiated.





KINDS
OF
JURISDICTION





According
to
Types
of
Cases
Tried

 General
jurisdiction
‐
extends
to
all
controversies
which
may
be
brought
before
a
court
within

the
legal
bounds
of
rights
and
remedies

 Limited
or
Special
jurisdiction
‐
confined
to
particular
cases,
and
can
be
exercised
only
under
the

circumstances
prescribed
by
the
statute



According
to
Power
of
Review

 Original
‐
exercised
in
the
court
at
first
instance

 Appellate
 ‐
 power
 and
 authority
 conferred
 upon
 a
 superior
 court
 to
 re‐hear
 and
 determine

causes
which
have
been
tried
in
inferior
courts



According
to
Extent
of
Exercise

 Exclusive
 ‐
 confined
 to
 a
 particular
 tribunal
 or
 grade
 of
 courts
 and
 possessed
 by
 it
 to
 the

exclusion
of
others

 Concurrent
 ‐
 exercise
 by
 different
 courts
 at
 the
 same
 time
 over
 the
 same
 subject
 matter
 and

within
the
same
territory,
and
wherein
litigants
may,
in
the
first
instance,
resort
to
one
of
them

indifferently
(but
taking
into
consideration
the
doctrine
of
judicial
hierarchy)




According
to
Situs

 Territorial
Jurisdiction‐
exercised
within
the
limits
of
the
place
where
the
court
is
located

 Extra‐territorial
 Jurisdiction
 ‐
 exercised
 beyond
 the
 confines
 of
 the
 place
 where
 the
 court
 is

located



IMPORTANT
PRINCIPLES
TO
REMEMBER





Doctrine
of
Ancillary
Jurisdiction



 
 

 [LEGAL
FORMS
MANUAL]

ATENEO
LAW
3D
’08‐‘09
 3

 Involves
 the
 inherent
 or
 implied
 powers
 of
 the
 court
 to
 determine
 issues
 incidental
 to
 the

exercises
of
its
primary
jurisdiction

 Under
 its
 ancillary
 jurisdiction
 the
 court
 may
 determine
 all
 questions
 relative
 to
 the
 matters

brought
before
it,
regulate
the
manner
in
which
a
trial
shall
be
conducted,
determine
the
hours

at
which
the
witnesses
and
lawyers
may
be
heard,
appoint
a
receiver
etc.



Policy
of
Judicial
Hierarchy

 The
 higher
 court
 will
 not
 entertain
 direct
 resort
 to
 it
 unless
 the
 redress
 desired
 cannot
 be

obtained
 in
 the
 appropriate
 lower
 courts.
 For
 example,
 although
 the
 Supreme
 Court,
 Court
 of

Appeals
 and
 Regional
 Trial
 Courts
 have
 concurrent
 original
 jurisdiction
 to
 issue
 writs
 of

certiorari,
prohibition
and
mandamus,
the
application
should
still
be
filed
with
the
lower
court

unless
the
importance
of
the
issue
involved
deserves
action
of
the
court
of
higher
level.



Doctrine
of
Primary
Jurisdiction

 When
an
administrative
body
is
tasked
with
the
determination
of
facts
relating
to
a
special
or

technical
filed,
the
courts
must
give
such
body
the
opportunity
to
do
so
before
proceeding
with

judicial
action.



Doctrine
of
Adherence
of
Jurisdiction

 Once
jurisdiction
is
vested
in
a
court,
it
is
retained
by
such
until
the
end
of
litigation
regardless

of
circumstances
that
would
have
prevented
the
continued
exercise
of
jurisdiction
by
the
court.

Hence,
 a
 law
 enacted
 during
 the
 pendency
 of
 a
 case
 which
 transfers
 jurisdiction
 to
 another

court
does
not
affect
cases
already
pending
prior
to
its
enactment.



Exceptions:

1. When
the
law
expressly
provides
for
retroactive
application

2. When
the
change
of
jurisdiction
is
curative
in
nature

3. When
there
is
a
perfected
appeal,
here,
jurisdiction
is
transferred
to
the
appellate
court



Exclusionary
Principle

 The
court
first
acquiring
jurisdiction
exercises
it
to
the
exclusion
of
all
others.





JURISDICTION
OF
DIFFERENT
COURTS,
TRIBUNALS



AND
QUASI‐JUDICIAL
AGENCIES1





Jurisdiction
over
Civil
Cases




1

Feria
Noche,
Civil
Procedure
Annotated,
Volume
1,
2001
Ed.
Ateneo
Remedial
Law
Bar
Reviewer
2007.

1987
Constitution.





 
 

 [LEGAL
FORMS
MANUAL]

ATENEO
LAW
3D
’08‐‘09
 4

Civil
Cases
 Municipal
Trial
Courts
 Regional
Trial
Courts



 
 


 1.
 Civil
 actions
 and
 probate
 proceedings,
 1.
All
civil
actions
in
which
the
subject
of
the


 testate
 and
 intestate,
 including
 the
 litigation
 is
 incapable
 of
 pecuniary


 grant
 of
 provisional
 remedies
 in
 proper
 estimation


 cases,
 where
 the
 value
 of
 the
 personal
 


 property,
 estate,
 or
 amount
 of
 the
 2.
All
civil
actions
which
involve
the
title
to,


 demand
 does
 not
 exceed
 P300,000,
 or
 or
 possession
 of,
 real
 property,
 or
 any


 in
 Metro
 Manila,
 where
 such
 personal
 interest
 therein,
 where
 the
 assessed


 property,
 estate
 or
 amount
 of
 the
 value
 of
 the
 property
 involved
 exceeds


 demand
does
not
exceed
P400,000

 P20,000,
 or
 for
 civil
 actions
 in
 Metro


 
 Manila
 where
 such
 value
 exceeds


 N.B.Exclusive
 of
 interest,
 damages
 of
 P50,000,
except
actions
for
forcible
entry


 whatever
kind,
attorney's
fees,
litigation
 into
 and
 unlawful
 detainer
 of
 lands
 or


 expenses,
 and
 costs,
 the
 amount
 of
 buildings,
 original
 jurisdiction
 over
 which


 which
 must
 be
 specifically
 alleged:
 is
 conferred
 upon
 Metropolitan
 Trial

Original
&
 Provided,
 That
 where
 there
 are
 several
 Courts,
 Municipal
 Trial
 Courts,
 and

Exclusive
 claims
 or
 causes
 of
 action
 between
 the
 Municipal
Circuit
Trial
Courts

Jurisdiction
 same
 or
 different
 parties
 embodied
 in
 

the
 same
 complaint,
 the
 amount
 of
 the
 3.
 All
 actions
 in
 admiralty
 and
 maritime

demand
 shall
 be
 the
 totality
 of
 the
 jurisdiction
 where
 the
 demand
 or
 claim

claims
 in
 all
 the
 causes
 of
 action,
 exceeds
 P300,000,
 or
 in
 Metro
 Manila,

irrespective
 of
 whether
 the
 causes
 of
 where
 such
 demand
 or
 claim
 exceeds

action
arose
out
of
the
same
or
different
 P400,000

transactions
 


 4.
 All
 matters
 of
 probate,
 both
 testate
 and

2.
Admiralty
and
maritime
cases
where
the
 intestate,
 where
 the
 gross
 value
 of
 the

demand
 or
 claim
 does
 not
 exceed
 estate
 exceeds
 P300,000,
 or
 in
 probate

P300,000,
 or
 in
 Metro
 Manila,
 where
 matters
 in
 Metro
 Manila,
 where
 such

such
 demand
 does
 not
 exceed
 gross
value
exceeds
P400,000

P400,000.
 Where
 there
 are
 several
 

claims
 or
 causes
 of
 action
 between
 the
 5.
 Corporate
 suspension
 of
 payments
 and

same
 or
 different
 parties
 embodied
 in
 rehabilitation
 proceedings
 in
 pursuance

the
 same
 complaint,
 the
 amount
 of
 the
 of
 the
 Securities
 Regulation
 Code


demand
 shall
 be
 the
 totality
 of
 the
 

claims
 in
 all
 the
 causes
 of
 action
 N.B.
 The
 Securities
 and
 Exchange

irrespective
 of
 whether
 the
 causes
 of
 Commission
 shall
 retain
 jurisdiction
 over

action
 arose
 out
 of
 the
 same
 or
 pending
 suspension
 of
 payment
 cases
 or

different
transactions
 rehabilitation
 cases
 filed
 on
 or
 before


 June
 30,
 2000
 until
 finally
 disposed
 of
 or

3.
 Forcible
 entry
 and
 unlawful
 detainer:
 until
 the
 termination
 of
 the
 liquidation

Provided,
 That
 when
 in
 such
 cases,
 the
 proceedings.
(R.A.
No.
8799)

defendant
 raises
 the
 question
 of
 

ownership
 in
 his
 pleadings
 and
 the
 6.
 All
 cases
 not
 within
 the
 exclusive

question
 of
 possession
 cannot
 be
 jurisdiction
 of
 any
 court,
 tribunal,
 person

resolved
 without
 deciding
 the
 issue
 of
 or
 body
 exercising
 jurisdiction,
 or
 any

ownership,
 the
 issue
 of
 ownership
 shall
 court,



 
 

 [LEGAL
FORMS
MANUAL]

ATENEO
LAW
3D
’08‐‘09
 5


 
 


 1.
 Civil
 actions
 and
 probate
 proceedings,
 1.
All
civil
actions
in
which
the
subject
of
the


 testate
 and
 intestate,
 including
 the
 litigation
 is
 incapable
 of
 pecuniary


 grant
 of
 provisional
 remedies
 in
 proper
 estimation


 cases,
 where
 the
 value
 of
 the
 personal
 


 property,
 estate,
 or
 amount
 of
 the
 2.
All
civil
actions
which
involve
the
title
to,


 demand
 does
 not
 exceed
 P300,000,
 or
 or
 possession
 of,
 real
 property,
 or
 any


 in
 Metro
 Manila,
 where
 such
 personal
 interest
 therein,
 where
 the
 assessed


 property,
 estate
 or
 amount
 of
 the
 value
 of
 the
 property
 involved
 exceeds


 demand
does
not
exceed
P400,000

 P20,000,
 or
 for
 civil
 actions
 in
 Metro


 
 Manila
 where
 such
 value
 exceeds


 N.B.Exclusive
 of
 interest,
 damages
 of
 P50,000,
except
actions
for
forcible
entry


 whatever
kind,
attorney's
fees,
litigation
 into
 and
 unlawful
 detainer
 of
 lands
 or


 expenses,
 and
 costs,
 the
 amount
 of
 buildings,
 original
 jurisdiction
 over
 which


 which
 must
 be
 specifically
 alleged:
 is
 conferred
 upon
 Metropolitan
 Trial

Original
&
 Provided,
 That
 where
 there
 are
 several
 Courts,
 Municipal
 Trial
 Courts,
 and

Exclusive
 claims
 or
 causes
 of
 action
 between
 the
 Municipal
Circuit
Trial
Courts

Jurisdiction
 same
 or
 different
 parties
 embodied
 in
 

the
 same
 complaint,
 the
 amount
 of
 the
 3.
 All
 actions
 in
 admiralty
 and
 maritime

demand
 shall
 be
 the
 totality
 of
 the
 jurisdiction
 where
 the
 demand
 or
 claim

claims
 in
 all
 the
 causes
 of
 action,
 exceeds
 P300,000,
 or
 in
 Metro
 Manila,

irrespective
 of
 whether
 the
 causes
 of
 where
 such
 demand
 or
 claim
 exceeds

action
arose
out
of
the
same
or
different
 P400,000

transactions
 


 4.
 All
 matters
 of
 probate,
 both
 testate
 and

2.
Admiralty
and
maritime
cases
where
the
 intestate,
 where
 the
 gross
 value
 of
 the

demand
 or
 claim
 does
 not
 exceed
 estate
 exceeds
 P300,000,
 or
 in
 probate

P300,000,
 or
 in
 Metro
 Manila,
 where
 matters
 in
 Metro
 Manila,
 where
 such

such
 demand
 does
 not
 exceed
 gross
value
exceeds
P400,000

P400,000.
 Where
 there
 are
 several
 

claims
 or
 causes
 of
 action
 between
 the
 5.
 Corporate
 suspension
 of
 payments
 and

same
 or
 different
 parties
 embodied
 in
 rehabilitation
 proceedings
 in
 pursuance

the
 same
 complaint,
 the
 amount
 of
 the
 of
 the
 Securities
 Regulation
 Code


demand
 shall
 be
 the
 totality
 of
 the
 

claims
 in
 all
 the
 causes
 of
 action
 N.B.
 The
 Securities
 and
 Exchange

irrespective
 of
 whether
 the
 causes
 of
 Commission
 shall
 retain
 jurisdiction
 over

action
 arose
 out
 of
 the
 same
 or
 pending
 suspension
 of
 payment
 cases
 or

different
transactions
 rehabilitation
 cases
 filed
 on
 or
 before


 June
 30,
 2000
 until
 finally
 disposed
 of
 or

3.
 Forcible
 entry
 and
 unlawful
 detainer:
 until
 the
 termination
 of
 the
 liquidation

Provided,
 That
 when
 in
 such
 cases,
 the
 proceedings.
(R.A.
No.
8799)

defendant
 raises
 the
 question
 of
 

ownership
 in
 his
 pleadings
 and
 the
 6.
 All
 cases
 not
 within
 the
 exclusive

question
 of
 possession
 cannot
 be
 jurisdiction
 of
 any
 court,
 tribunal,
 person

resolved
 without
 deciding
 the
 issue
 of
 or
 body
 exercising
 jurisdiction,
 or
 any

ownership,
 the
 issue
 of
 ownership
 shall
 court,

be
resolved
only
to
determine
the
issue
 




tribunal,
 person
 or
 body
 exercising

of
possession
 judicial
or
quasi‐judicial






 




functions


 4.
 Civil
 actions
 which
 involve
 title
 to,


 or
 
 

possession
 of,
 real
 property,
 or
 any
 7.
 All
 other
 cases
 in
 which
 the
 demand,

interest
 therein,
 where
 the
 assessed
 exclusive
 of
 interest,
 damages
 of

 [LEGAL
FORMS
MANUAL]

ATENEO
LAW
3D
’08‐‘09
 6


 
 

Special
 Petition
 for
 Habeas
 Corpus
 or
 application
 The
 Supreme
 Court
 may
 designate
 certain

for
 bail
 in
 criminal
 cases
 in
 the
 city
 or
 branches
 of
 the
 Regional
 Trial
 Court
 to
 try

province
 where
 the
 Regional
 Trial
 Court
 exclusively
 criminal
 cases,
 juvenile
 and

judge
is
absent
 domestic
 relations
 cases,
 and
 agrarian
 and

urban
 land
 reform
 cases
 not
 falling
 within

the
 jurisdiction
 of
 any
 quasi‐judicial
 body

and
 other
 special
 cases
 in
 the
 interest
 of

justice


 
 

Appellate
 Cases
 decided
 by
 the
 lower
 courts
 in
 their

respective
territorial
jurisdiction



Jurisdiction
over
Criminal
Cases



Criminal
 Municipal
Trial
Court
 Regional
Trial
Court

Cases


 
 


 1.
 Those
 offenses
 punishable
 with
 1.
 Criminal
 cases
 not
 within
 the
 exclusive


 imprisonment
 not
 exceeding
 six
 (6)
 jurisdiction
 of
 any
 court,
 tribunal
 or


 years
 regardless
 of
 the
 fine,
 accessory
 body,
more
particularly:


 penalties
and
civil
liability
 




a.
 Those
 offenses
 punishable
 by


 
 imprisonment
exceeding
six
(6)



 2.
 Those
 involving
 criminal
 negligence
 








years
 regardless
 of
 the
 fine,


 resulting
to
damage
to
property
 accessory
penalties
and
civil
liability


 
 




b.
 Criminal
 cases
 not
 falling
 within
 the

Original
 3.
 Those
 offenses
 where
 a
 fine
 not
 exclusive
jurisdiction
of




and
Exclusive
 exceeding
P4,000
is
the
only
penalty
 








the
 Sandiganbayan
 where
 none
 of

Jurisdiction
 
 the
accused
are
occupying



4.

Those
offenses
covered
by
the
Rules
on
 








positions
 in
 the
 government

Summary
Procedure:
 corresponding
to
salary
grade
27

a. Violations
 of
 traffic
 laws,
 rules
 

and
regulations
 2.
 Cases
 where
 the
 only
 penalty
 is
 a
 fine

b. Violations
of
rental
laws
 exceeding
P4,000

c. Violations
 of
 city
 or
 municipal
 

ordinances
 3.
 Other
 laws
 which
 specifically
 lodge

d. Violations
 of
 the
 Bouncing
 Check
 jurisdiction
 in
 the
 Regional
 Trial
 Court,

Law
(B.P.
Blg.
22)
 more
particularly:

e. All
 other
 criminal
 cases
 where
 a.
 Law
 on
 written
 defamation
 or
 libel

the
 penalty
 is
 imprisonment
 not
 (Revised
Penal
Code)

exceeding
 six
 (6)
 months
 and/or
 
b.
Decree
on
Intellectual
Property

P1,000
 fine
 irrespective
 of
 other
 c.
 Violations
 of
 the
 Dangerous
 Drug
 Act

penalties
 or
 civil
 liabilities
 there
 except
when
the
offenders
are
under

from
 and
 offenses
 involving
 16
 years
 of
 age
 and
 there
 are

damage
 to
 property
 through
 Juvenile
 and
 Domestic
 Relations

criminal
 negligence
 where
 the
 Courts
in
the
province



 
 

 [LEGAL
FORMS
MANUAL]

ATENEO
LAW
3D
’08‐‘09
 7

imposable
 fine
 does
 not
 exceed
 


P10,000
 4.
Cases
falling
under
the
Family
Courts
in

areas
where
there
are
no
Family
Courts



Appellate
 
 All
 cases
 decided
 by
 lower
 courts
 in
 their

respective
territorial
jurisdictions



Jurisdiction
of
the
Court
of
Appeals
and
the
Supreme
Court




 Court
of
Appeals
 Supreme
Court


 Actions
 for
 annulment
 of
 judgment
 of
 Petitions
 for
 certiorari,
 prohibition
 or


 the
Regional
Trial
Court
 mandamus
against:

Exclusive
and
 
 a. Court
of
Appeals

Original
 b. Commission
on
Elections

c. Commission
on
Audit

d. Sandiganbayan


 With
the
Supreme
Court

 With
the
Court
of
Appeals


 1. Petitions
 for
 certiorari,
 1. Petitions
 for
 certiorari,
 mandamus


 mandamus
 or
 prohibition
 or
 prohibition
 against
 the
 Regional


 against
the
Regional
Trial
Court
 Trial
Court


 2. Petitions
 for
 certiorari,
 2. Petitions
 for
 certiorari,
 mandamus


 mandamus
 or
 prohibition
 or
 prohibition
 against
 the
 National


 against
 the
 National
 Labor
 Labor
 Relations
 Commission
 but
 it


 Relations
 Commission
 but
 it
 should
 be
 filed
 with
 the
 Court
 of


 should
be
filed
with
the
Court
of
 Appeals
 first
 (St.
 Martin
 Funeral

Concurrent
 Appeals
 first
 (St.
 Martin
 Funeral
 Home
vs.
CA,
GR
No.
130866,

Sept.

Home
 vs.
 CA,
 GR
 No.
 130866,

 16,
1998)

Sept.
16,
1998)
 3. Petitions
 for
 certiorari,
 mandamus

3. Petitions
 for
 certiorari,
 or
 prohibition
 against
 the
 Civil

mandamus
 or
 prohibition
 Service
 Commission,
 
 Central
 Board

against
 the
 Civil
 Service
 of
Assessment
Appeals,
Court
of
Tax

Commission,
 
 Central
 Board
 of
 Appeals
 and
 quasi‐judicial
 agencies,

Assessment
 Appeals,
 Court
 of
 but
it
should
be
filed
with
the
Court

Tax
 Appeals
 and
 quasi‐judicial
 of
Appeals
first

agencies,
 but
 it
 should
 be
 filed
 

with
the
Court
of
Appeals
first
 With
 the
 Court
 of
 Appeals
 and
 Regional


 Trial
Courts

With
 the
 Supreme
 Court
 and
 Regional
 1. Petitions
 for
 certiorari,
 mandamus

Trial
Courts
 or
 prohibition
 against
 lower
 courts

1. Petitions
 for
 certiorari,
 and
other
bodies

mandamus
 or
 prohibition
 2. Petitions
 for
 Quo
 Warrant
 to
 and

against
 lower
 courts
 and
 other
 habeas
corpus

bodies
 

2. Petitions
 for
 Quo
 Warrant
 to
 With
the
Regional
Trial
Courts

and
habeas
corpus
 






Actions
 affecting
 ambassadors,
 public

ministers
and
consuls


 Ordinary
Appeal
by
Notice
of
Appeal
 By
Notice
of
Appeal



 
 

 [LEGAL
FORMS
MANUAL]

ATENEO
LAW
3D
’08‐‘09
 8


 1. Appeals
 from
 the
 Regional
 Trial
 1. From
 the
 Regional
 Trial
 Court
 or


 Court
 except
 those
 appealable
 Sandiganbayan
 in
 all
 criminal
 cases


 to
 the
 Supreme
 Court
 or
 involving
 offenses
 for
 which
 the


 Sandiganbayan
 penalty
 imposed
 is
 reclusion


 2. Appeals
 from
 the
 Regional
 Trial
 perpetua
 or
 life
 imprisonment,
 and


 Court
 on
 constitutional,
 tax
 and
 those
 involving
 other
 offenses,

Appellate
 jurisdictional
questions
involving
 although
not
so
punished,
arose
out

questions
 of
 fact
 which
 should
 of
 the
 same
 occurrence
 or
 were

be
appealed
first
to
the
CA
 committed
 by
 the
 offender
 on
 the

3. Appeals
from
decisions
and
final
 same
occasion

orders
of
the
Family
Courts
 2. Automatic
 Review
 in
 criminal
 cases


 where
 death
 penalty
 is
 imposed
 by


 the
 Regional
 Trial
 Court
 or
 the

Petition
for
Review
 Sandiganbayan

1. Appeals
 from
 the
 Civil
 Service
 

Commission
 Petition
for
Review
on
Certiorari

2. Appeals
 from
 the
 Regional
 Trial
 1. Appeals
from
the
Court
of
Appeals

Court
 in
 the
 exercise
 of
 its
 2. Appeals
from
the
Sandiganbayan
on

appellate
 jurisdiction
 which
 are
 pure
questions
of
law
except
where

not
a
matter
of
right

 the
 penalty
 imposed
 is
 reclusion

3. Appeals
 from
 the
 Court
 of
 Tax
 perpetua,
 life
 imprisonment
 or

Appeals
 and
 quasi‐judicial
 death

agencies
 3. Appeals
 from
 the
 Regional
 Trial

4. Appeal
 from
 the
 National
 Court
 exercising
 original
 jurisdiction

Commission
 on
 Indigenous

 in
the
following
cases:

Peoples
 a. All
 cases
 in
 which
 the

5. Appeals
 from
 the
 Office
 of
 the
 constitutionality
 or
 validity
 of

Ombudsman
 in
 administrative
 any
 treaty,
 agreement,
 law,

disciplinary
cases

 presidential
 decree,

proclamation,
 order,
 instruction

or
regulation
is
in
question

b. All
cases
involving
the
legality
of

any
tax,
imposition,
assessment,

or
 toll,
 or
 any
 penalty
 imposed

in
relation
thereto

c. All
 cases
 in
 which
 the

jurisdiction
 of
 any
 lower
 courts

is
in
issue

d. Cases
 involving
 only
 an
 error
 or

question
of
law



Special
 Civil
 Action
 of
 Certiorari
 within
 30

days

1. Against
 the
 Commission
 on

Elections

2. Against
the
Commission
on
Audit





 
 

 [LEGAL
FORMS
MANUAL]

ATENEO
LAW
3D
’08‐‘09
 9



Jurisdiction
of
the
Sandiganbayan



Sandiganbayan


 


 1. Violations
of
the
Anti‐Graft
and
Corrupt
Practices
Act
(R.A.
No.
3019)


 


 2. Proceedings
for
the
Forfeiture
of
Ill
Gotten
Wealth
(R.A.No.
1379)


 

Exclusive
and
 3. Violations
of
Chapter
2,
Section
2,
Title
7,
Book
2
of
the
Revised
Penal
Code

Original
Jurisdiction
 (Crimes
Committed
by
Public
Officers
in
Relation
to
their
Office)



4. Civil
and
criminal
cases
filed
pursuant
to
and
in
connection
with
EO
Nos.
1,

2,
14
and
14‐A
(Sequestration
Cases)



5. Other
offenses
committed
by
public
officials
and
employees
in
relation
to

their
office



Provided:
That
the
offended
is
a
public
official
occupying
a
position
classified
as

salary
 grade
 27
 or
 higher
 and
 the
 offense
 was
 committed
 in
 connection
 with

his
office



Appellate
 Appellate
 jurisdiction
 
 over
 appeals
 from
 final
 judgments,
 resolutions
 and

orders
 of
 regular
 courts
 where
 all
 the
 accused
 are
 occupying
 positions
 lower

than
salary
grade
27
or
not
otherwise
covered
by
the
preceding
enumeration



Jurisdiction
of
the
Court
of
Tax
Appeals



Court
of
Tax

Appeals


 


 1. Decisions
of
the
Bureau
of
Internal
Revenue
in
cases
involving
disputed


 assessments,
 refunds
 of
 internal
 revenue
 taxes,
 fees
 or
 other
 charges,


 penalties
 imposed
 in
 relation
 thereto,
 and
 other
 matters
 arising
 under


 the
 National
 Internal
 Revenue
 Code
 or
 other
 laws
 or
 part
 of
 law

ExclusiveAppellate
 administered
by
the
Bureau
of
Internal
Revenue

Jurisdiction
 

2. Decisions
of
the
Commissioner
of
Customs
in
cases
involving
liability
for

customs
duties,
fees
or
other
money
charges;
seizure,
detention,
release

of
 property
 affected,
 fines,
 forfeitures
 or
 other
 penalties
 imposed
 in

relation
thereto;
or
other
matters
arising
under
the
Tariff
and
Customs

Code
 or
 other
 laws
 or
 part
 of
 law
 administered
 by
 the
 Bureau
 of

Customs





3. Decisions
 of
 the
 Secretary
 of
 Finance
 in
 automatic
 review
 of
 the

decisions
 of
 the
 Commissioner
 of
 Customs
 that
 are
 adverse
 to
 the

government
in
cases
involving
the
assessment
of
duties
and
matters
of

imposition
of
anti‐dumping
duties.




 
 

 [LEGAL
FORMS
MANUAL]
 1
ATENEO
LAW
3D
’08‐‘09
 0





Jurisdiction
of
the
Family
Courts




Family
Courts
 Civil
Cases
 Criminal
Cases


 
 


 1.
 Petitions
 for
 Guardianship,
 Custody
 of
 1.
One
or
more
of
the
accused
is
below
18


 Children
and
Habeas
Corpus
in
relation
 years
old
but
not
less
than
15
years
old

Exclusive
 to
the
latter
 

and
Original
 
 2.
One
of
the
victims
is
a
minor
at
the
time

Jurisdiction
 2.
 Petitions
 for
 Adoption
 of
 Children
 and
 of
the
commission
of
the
crime

the
Revocation
thereof
 


 3.
 Cases
 against
 minors
 under
 the

3.
Annulment
and
Declaration
of
Nullity
of
 Dangerous
Drugs
Act


Marriage
 and
 those
 relating
 to
 marital
 

status
 and
 property
 relations
 of
 4.
 Violations
 of
 the
 Special
 Protection
 of

husband
 and
 wife
 and
 of
 those
 living
 Children
 Against
 Child
 Abuse,

together
 under
 different
 status
 and
 Exploitation
 and
 Discrimination
 Act,

agreements
 R.A.
No.
7610,
as
amended
by
R.A.
No.


 7658

4.
 Petitions
 for
 Support
 and/or
 

Acknowledgment
 5.
 Cases
 of
 domestic
 violence
 against


 women
and
children

5.
 Summary
 judicial
 proceedings
 under
 

the
Family
Code



6.
 Declaration
 of
 Status
 of
 Children
 as

Abandoned,
 Dependent,
 or
 Neglected,

Petitions
 for
 Voluntary
 or
 Involuntary

Commitment
 of
 Children,
 matters

relating
to
Parental
Authority
and
other

cases
 under
 P.D.
 No.
 603
 and
 other

related
laws



7.
 Disputes
 arising
 from
 the
 Constitution

of
a
Family
Home

























 
 

 [LEGAL
FORMS
MANUAL]
 1
ATENEO
LAW
3D
’08‐‘09
 1

CHAPTER 2: THE BASICS





JURAT

 It
is
that
part
of
an
affidavit
where
the
officer
certifies
that
the
same
was
“sworn”
before
him.

It

is
used
in
affidavits,
certifications,
verifications
or
whenever
the
person
executing
a
document

or
instrument
makes
a
statement
of
facts
or
attests
to
the
truth
of
an
occurrence
of
an
event

under
oath.

 It
refers
to
an
act
in
which
an
individual
on
a
single
occasion
(a)
appears
in
person
before
the

notary
 public
 and
 presents
 an
 instrument
 or
 document;
 (b)
 is
 personally
 known
 to
 the
 notary

public
 or
 identified
 by
 the
 notary
 public
 through
 competent
 evidence
 of
 identity;
 (c)
 signs
 the

instrument
 or
 document
 in
 the
 presence
 of
 the
 notary;
 and
 (d)
 takes
 an
 oath
 or
 affirmation

before
 the
 notary
 public
 as
 to
 such
 instrument
 or
 document.2
Briefly,
 it
 is
 that
 part
 of
 the

affidavit
in
which
the
notary
public
certifies
that
the
instrument
was
sworn
to
before
him.



 Sec.
163
(a)
of
the
Local
Government
requires
the
presentation
of
the
community
tax
certificate

on
certain
occasions.
According
to
the
law,
these
occasions
are“[w]hen
an
individual
subject
to

the
community
tax
acknowledges
any
document
before
a
notary
public,
takes
the
oath
of
office

upon
election
or
appointment
to
any
position
in
the
government
service;
receives
any
license,

certificate,
 or
 permit
 from
 any
 public
 authority;
 pays
 any
 tax
 or
 fee;
 receives
 any
 money
 from

any
public
fund;
transacts
other
official
business;
or
receives
any
salary
or
wage
from
any
person

or
corporation.”

 Additionally,
the
community
tax
certificate
is
required
for
transfer
of
land,
or
for
the
registration

of
any
transaction
affecting
land,
in
the
civil
registrar
of
a
given
local
government
unit.

 When
 the
 Local
 Government
 Code
 and
 the
 2004
 Notarial
 Rules
 are
 taken
 together,
 there
 is
 a

requirement
for
the
community
tax
certificate
to
be
presented
to
the
notary
public,
especially
in

documents
affecting
land,
the
title
thereto
or
any
interest
therein.





SAMPLE:
Jurat






 SUBSCRIBED
AND
SWORN
to
before
me
this
day
of
____,
2009
the
affiant
[is
personally
known

to
 me
 and
 exhibiting
 to
 me
 his
 Passport
 No.(competent
 proof
 of
 identity)
 _____________________

issued
 at
 _________________
 on
 __________
 and
 his
 CTC
 No.
 __________issued
 at
 __________
 on

_________.






 NAME
OF
NOTARY
PUBLIC

Notary
Public
for
the
Province/City
of
____

Address

Appointment
No.
___
until
December
___

Roll
of
Attorney
No.
________


2

Section
6,
Rule
II
of
the
Notarial
Rules.



 
 

 [LEGAL
FORMS
MANUAL]
 1
ATENEO
LAW
3D
’08‐‘09
 2

PTR
No.________;

IBP
No.
________;

MCLE
Compliance
No.
_________

Doc
No.


___;
 

Page
No.
___;

Book
No.

__;

Series
of
20__.



ACKNOWLEDGEMENT

 It
is
the
act
of
one
who
has
executed
a
deed,
in
going
before
some
competent
officer
or
court

and
 declaring
 it
 to
 be
 his
 act
 or
 deed.
 An
 acknowledgement
 is
 to
 authenticate
 an
 agreement

between
two
or
more
persons,
or
where
the
document
contains
a
disposition
of
property.

 It
refers
to
an
act
in
which
an
individual
on
a
single
occasion
(a)
appears
in
person
before
the

notary
 public
 and
 presents
 an
 integrally
 complete
 instrument
 or
 document;
 (b)
 is
 personally

known
 to
 the
 notary
 public
 or
 identified
 by
 the
 notary
 public
 through
 competent
 evidence
 of

identity;
 and
 (c)
 represents
 to
 the
 notary
 public
 that
 the
 signature
 on
 the
 instrument
 or

document
 was
 voluntarily
 affixed
 by
 him
 for
 the
 purposes
 stated
 in
 the
 instrument
 or

document,
declares
that
he
has
executed
the
instrument
or
document
as
his
free
and
voluntary

act
and
deed,
and
if
he
acts
in
a
particular
representative
capacity,
that
he
has
authority
to
sign

in
 that
 capacity.3
Simply,
 it
 the
 act
 of
 one
 who
 has
 executed
 a
 deed
 in
 going
 before
 some

competent
officer
or
court
and
declaring
it
to
be
his
act
or
deed.4

 Two‐fold
 function
 of
 an
 acknowledgment:
 (1)
 To
 authorize
 the
 deed
 to
 be
 given
 in
 evidence

without
further
proof
of
its
execution;
and
(2)
To
entitle
it
to
be
recorded.
The
same
purposes

may
be
accomplished
by
a
subscribing
witness
going
before
the
officer
or
court
and
making
oath

to
the
fact
of
the
execution,
which
is
certified
in
the
same
manner.





SAMPLE:
Acknowledgement






 BEFORE
 ME,
 this
 ___
 day
 of
 ___________,
 20__
 in
 the
 Municipality/City
 of
 _________,

Philippines,
 personally
 appeared
 ____________________,
 with
 Passport
 No.(competent
 proof
 of

identity)
_______________
issued
at
______________________,
on
_________
and
his
Community
Tax

Certificate
No.
__________
issued
at
______________________,
on
_________,
known
to
me
to
be
the

same
person
who
executed
the
foregoing
instrument,
and
he
acknowledged
to
me
that
the
same
is
his

free
act
and
deed.




 IN
WITNESS
WHEREOF,
I
have
hereunto
set
my
hand
and
affixed
my
notarial
seal,
the
day
and

place
above
written.




 NAME
OF
NOTARY
PUBLIC

Notary
Public
for
the
Province/City
of
____


3

Section
1,
Rule
II
of
the
Notarial
Rules.

4

Tigno,
et
al.
v.
Spouses
Aquino,
et
al.,
G.R.
No.
129416,
25
November
2004.



 
 

 [LEGAL
FORMS
MANUAL]
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ATENEO
LAW
3D
’08‐‘09
 3

Address

Appointment
No.
___
until
December,
___

Roll
of
Attorney
No.
________

PTR
No.________;

IBP
No.
________;

MCLE
Compliance
No.
_________


 



Doc
No.


___;

Page
No.
___;

Book
No.

__;

Series
of
20__.



DEED

 A
 deed
 is
 a
 legal
 instrument
 used
 to
 grant
 a
 right.
 Deeds
 are
 part
 of
 the
 broader
 category
 of

documents
 under
 seal.
 Deeds
 can
 be
 described
 as
 contract‐like
 as
 they
 require
 the
 mutual

agreement
of
more
than
one
person.

 See
Chapter
6
on
Contract
Drafting
for
an
in‐depth
discussion
and
for
samples
of
Deeds.



AFFIDAVIT

 An
 affidavit
 is
 a
 formal
 sworn
 statement
 of
 fact,
 signed
 by
 the
 declarant
 called
 an
 affiant
 and

witnessed
 by
 a
 taker
 of
 oaths
 such
 as
 a
 notary
 public.
 The
 name
 is
 Medieval
 Latin
 for
 he
 has

declared
upon
oath.

 Uses
of
affidavits
include:
(1)
To
allow
evidence
to
be
gathered
from
witnesses
or
participants

who
may
not
be
available
to
testify
in
person
before
the
court,
or
who
may
otherwise
fear
for

their
safety
if
their
true
identities
are
revealed
in
court;
and
(2)
To
obtain
a
declaration
on
a
legal

document
 that
 the
 information
 provided
 by
 the
 applicant
 is
 truthful
 to
 the
 best
 of
 the

applicant's
 knowledge.
 If,
 after
 signing
 such
 a
 declaration,
 the
 information
 is
 found
 to
 be

deliberately
untrue
with
the
intent
to
deceive,
the
applicant
may
face
perjury
charges.

 If
an
affidavit
is
notarized
or
authenticated,
it
will
also
include
a
caption
with
a
venue
and
title
in

reference
to
judicial
proceedings.

 Affidavits
may
be
written
in
the
first
or
third
person,
depending
on
who
drafted
the
document.

If
in
the
first
person,
the
document's
component
parts
are:


1. A
commencement
which
identifies
the
affiant;

2. The
 individual
 averments,
 almost
 always
 numbered
 as
 mandated
 by
 law,
 each
 one

making
a
separate
claim;

3. A
conclusion
generally
stating
that
everything
is
true,
under
penalty
of
perjury,
fine,
or

imprisonment;
and

4. An
attestation,
usually
a
jurat,
at
the
end
certifying
the
affiant
made
oath
and
the
date.


Important!!!

Parts
of
an
Affidavit.

The
 VENUE
 is
 the
 designation
 of
 the
 place
 where
 the
 affidavit
 was
 taken
 to
 show
 whether
 the
 notary

public
has
acted
within
his
jurisdiction.5


5

Section
2,
Rule
IV
of
A.M.
No.
02‐8‐13‐SC
(2004
Rules
on
Notarial
Practice;
hereinafter
“Notarial
Rules”)

states:

“A
notary
public
shall
not
perform
a
notarial
act
outside
his
regular
place
of
work
or
business
x
x



 
 

 [LEGAL
FORMS
MANUAL]
 1
ATENEO
LAW
3D
’08‐‘09
 4



The
 SCILICET/SUBSCRIPSI
 (SS)
 is
 used
 to
 particularize
 a
 general
 statement,
 i.e.
 Republic
 of
 the

Philippines,
 SS,
 City
 of
 Pasig
 means:
 in
 the
 Republic
 of
 the
 Philippines,
 more
 particularly
 in
 the
 City
 of

Pasig.6
 
 



The
BODY
consists
of
the
facts
attested
to
by
the
affiant,
who
should
have
actual
knowledge
of
the
same

and
not
merely
a
belief
thereof.



The
allegations
therein
should
be
full,
certain
and
exact.
In
short,
accuracy
of
the
statements
in

the
affidavit
is
indispensable.




Drafting
an
affidavit
is
just
like
story‐telling,
making
a
narration
of
the
events
that
transpired.




The
body
of
an
affidavit
may
be
in
the
form
of:
(a)
a
narration
or
(b)
question
and
answer.




The
SIGNATURE
OF
THE
AFFIANT
which
is
found
below
the
body
of
the
affidavit.



The
JURAT
(as
abovedefined).





SAMPLE:
Affidavit
of
One
and
the
Same
Person







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.






JOINT
AFFIDAVIT
















We,
Mc
Steamy
and
Eric
Cartman,
both
Filipinos,
of
legal
ages,
and
residents
of
No.
1
Rockwell

Drive,
Rockwell
Center,
Makati
City
and
No.
2
Rockwell
Drive,
Rockwell
Center,
Makati
City,
respectively,

having
been
duly
sworn
in
accordance
with
law,
hereby
depose
and
state:



1. That
we
have
personally
known
the
person
of
MARIA
CLARA
for
a
long
period
of
time

having
been
her
long
time
friend;

2. That
we
know
for
a
fact
that
the
person
by
the
name
of
"MARIA
CLARA"
appearing
in

some
 documents
 and
 records
 or
 specifically
 in
 her
 Certificate
 of
 Live
 Birth
 and
 the

name
 "MARA
 CLARA"
 as
 appearing
 in
 the
 records
 of
 the
 Social
 Security
 System
 (SSS),


x”
 while
 Section
 11,
 Rule
 II
 of
 the
 Notarial
 Rules
 reads:
 “The
 term
 “regular
 place
 of
 work
 or
 business

refers
to
a
stationary
office
in
the
city
or
province
wherein
the
notary
public
renders
legal
and
notarial

services.



6

Supra
note
2
at
p.
771.



 
 

 [LEGAL
FORMS
MANUAL]
 1
ATENEO
LAW
3D
’08‐‘09
 5

refer
to
one
and
the
same
person
and
that
her
true
and
correct
name
is
MARIA
CLARA;

and

3. As
such,
we
execute
this
Affidavit
or
attest
to
the
truth
of
the
foregoing
facts
and
for

whatever
legal
purpose
that
this
Affidavit
may
serve.
















IN
WITNESS
WHEREOF,
we
have
set
our
hands
this
12th
day
of
April
2009
at
Makati
City,
Metro

Manila,
Philippines.



MC
STEAMY

 ERIC
CARTMAN

Affiant
 
 Affiant







(JURAT)




 
 



SAMPLE:
Affidavit
Attesting
to
the
Death
of
a
Person







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.





JOINT
AFFIDAVIT















We,
Mc
Steamy
and
Eric
Cartman,
both
Filipinos,
of
legal
ages,
and
residents
of
No.
1
Rockwell

Drive,
 Rockwell
 Center,
 Barangay
 Poblacion,
 Makati
 City
 and
 No.
 2
 Rockwell
 Drive,
 Rockwell
 Center,

Barangay
Poblacion,
Makati
City,
respectively,
having
been
duly
sworn
in
accordance
with
law,
hereby

depose
and
state:



1. That
 we
 are
 Barangay
 Officials
 of
 the
 aforementioned
 Barangay
 being
 the

barangay
chairman
and
barangay
tanod,
respectively;

2. That
 we
 know
 the
 person
 of
 Maria
 Clara
 because
 she
 was
 a
 resident
 of
 the

aforementioned
Barangay
of
which
we
are
officials;

3. That
we
know
for
a
fact
said
Maria
Clara
died
on
April
12,
2009
at
Powerplant

Mall,
Rockwell
Center,
Barangay
Poblacion,
Makati
City
due
to
heart
attack;
and

4. That
 we
 are
 executing
 this
 affidavit
 to
 attest
 to
 the
 truthfulness
 of
 the
 fact
 of

death
 of
 the
 person
 of
 Maria
 Clara
 and
 for
 whatever
 legal
 purposes
 that
 this

statement
may
serve.














IN
WITNESS
WHEREOF,
we
have
hereunto
set
our
hands
this
12th
day
of
April
2009,
in
the
City
of

Makati,
Metro
Manila,
Philippines.




MC
STEAMY

 ERIC
CARTMAN



 
 

 [LEGAL
FORMS
MANUAL]
 1
ATENEO
LAW
3D
’08‐‘09
 6

Affiant
 
 Affiant







(JURAT)



SAMPLE:
Affidavit
of
Doctor
to
Establish
the
Birth
of
a
Person
for
Late
Registration
with

the
Civil
Registrar





REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.



AFFIDAVIT















I,
Dr.
Eric
Cartman,
Filipino,
of
legal
age,
single,
and
a
resident
of
No.
1
Rockwell
Drive,
Rockwell

Center,
 Makati
 City,
 Philippines,
 having
 been
 duly
 sworn
 in
 accordance
 with
 law,
 hereby
 depose
 and

state:



1. That
 I
 am
 a
 duly‐licensed
 medical
 doctor,
 practicing
 at
 the
 Makati
 Medical

Center
 with
 Professional
 License
 No.
 122333
 issued
 on
 January
 1,
 2009
 at

Manila;

2. That
 on
 or
 about
 12:00
 noon
 of
 February
 1,
 2009,
 I
 personally
 attended
 to
 a

patient
 named
 Maria
 Clara
 in
 giving
 birth
 by
 normal
 delivery
 to
 a
 baby
 girl

whom
they
named
as
Mara
Clara;
and

3. That
I
execute
this
Affidavit
to
attest
to
the
truth
of
the
foregoing
facts
and
for

any
other
legal
purpose
that
this
Affidavit
may
serve.




IN
WITNESS
WHEREOF,
I
have
hereunto
set
my
hand
this
12th
day
of
April
2009
at
Makati
City,

Metro
Manila,
Philippines.




 ERIC
CARTMAN

Affiant







(JURAT)



SAMPLE:
Affidavit
of
Illegitimacy
of
a
Child







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.





 
 

 [LEGAL
FORMS
MANUAL]
 1
ATENEO
LAW
3D
’08‐‘09
 7

AFFIDAVIT
OF
ILLEGITIMACY















I,
 Maria
 Clara,
 Filipino,
 of
 legal
 age,
 single,
 and
 a
 resident
 of
 No.
 1
 Rockwell
 Drive,
 Rockwell

Center,
 Makati
 City,
 Philippines,
 having
 been
 duly
 sworn
 in
 accordance
 with
 law,
 hereby
 depose
 and

state:



1. That
I
am
the
mother
of
Mara
Clara
who
was
born
on
February
1,
2009
at
the

Makati
Medical
Center,
Makati
City,
Metro
Manila,
Philippines;

2. That
 as
 appearing
 in
 the
 records
 of
 Office
 of
 the
 Civil
 Registrar
 of
 the
 City
 of

Makati,
 Philippines,
 the
 father
 of
 the
 said
 child
 is
 Eric
 Cartman,
 who
 is
 an

American
citizen.

The
same
is
certified
by
the
attached
Certificate
of
Live
Birth

of
the
said
child;

3. That
 I
 hereby
 affirm
 and
 attest
 to
 the
 truth
 of
 the
 fact
 that
 the
 father
 of
 the

above‐mentioned
child
is
indeed
Eric
Cartman;

4. That
I
also
declare
that
under
the
laws
of
the
Philippines
or
of
the
United
States

of
America,
I
and
Eric
Cartman
were
not
incapacitated
to
marry
each
other
at

the
time
of
the
conception
or
birth
of
the
said
child,
nor
are
we
incapacitated

to
marry
each
other
now
or
in
the
future;
and

5. That
I
am
executing
this
affidavit
to
attest
to
the
truth
of
the
foregoing
facts.


IN
WITNESS
WHEREOF,
I
have
hereunto
set
my
hand
this
12th
day
of
April
2009
at
Makati
City,

Metro
Manila,
Philippines.




 
 
 
 
 



MARIA
CLARA


 
 
 
 
 
 
 
 
 Affiant





(JURAT)





SAMPLE:
Affidavit
of
Late
Registration
of
Marriage
Contract







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.





JOINT
AFFIDAVIT















We,
Mc
Steamy
and
Eric
Cartman,
both
Filipinos,
of
legal
ages,
both
single,
and
residents
of
No.

1
Rockwell
Drive,
Rockwell
Center,
Makati
City
and
No.
2
Rockwell
Drive,
Rockwell
Center,
Makati
City,

respectively,
having
been
duly
sworn
in
accordance
with
law,
hereby
depose
and
state:





 
 

 [LEGAL
FORMS
MANUAL]
 1
ATENEO
LAW
3D
’08‐‘09
 8

1. That
 we
 know
 the
 person
 of
 Mara
 Clara
 as
 the
 same
 has
 been
 a
 close

acquaintance
for
a
long
period
of
time;

2. That
we
know
for
a
fact
that
Mara
Clara
and
Juan
de
Dios
were
lawfully
joined

together
 on
 April
 1,
 2009
 in
 a
 marriage
 ceremony
 solemnized
 by
 Rev.
 Fr.

Joaquin
G.
Bernas,
SJ;

3. That
 we
 are
 likewise
 aware
 that
 the
 date
 of
 marriage
 appearing
 in
 the

Certificate
 of
 Live
 Birth
 issued
 for
 their
 child,
 March
 28,
 2009,
 is
 not
 the
 true

and
correct
one
as
they
have
not
yet
taken
each
other
as
husband
and
wife
at

the
time
of
his
birth;

4. That
 it
 was
 discovered
 but
 recently
 when
 Mara
 Clara
 requested
 for
 a
 copy
 of

their
Marriage
Contract
from
the
Civil
Registrar
that
the
said
document
has
not

yet
 been
 registered
 probably
 through
 oversight
 and
 so
 the
 said
 Marriage

Contract
was
only
registered
last
April
10,
2009;
and

5. As
 such,
 we
 execute
 this
 Affidavit
 to
 certify
 or
 attest
 to
 the
 truth
 of
 the

foregoing
facts
and
for
whatever
any
and
all
legal
purposes
that
this
Affidavit

may
serve.














 IN
 WITNESS
 WHEREOF,
 we
 have
 set
 our
 hands
 this
 12th
 day
 of
 April
 2009at
 Makati
 City,
 Metro

Manila,
Philippines.




MC
STEAMY

 ERIC
CARTMAN

Affiant
 
 Affiant







(JURAT)





SAMPLE:
Affidavit
of
Legitimation
of
a
Child







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.





JOINT
AFFIDAVIT
OF
LEGITIMATION















We,
Eric
Cartman
and
Maria
Clara
Cartman,
both
Filipinos,
of
legal
ages,
spouses,
and
residents

of
No.
1
Rockwell
Drive,
Rockwell
Center,
Makati
City,
having
been
duly
sworn
in
accordance
with
law,

hereby
depose
and
state:





 
 

 [LEGAL
FORMS
MANUAL]
 1
ATENEO
LAW
3D
’08‐‘09
 9

1. That
we
have
been
legally
married
to
each
other
on
April
1,
2009at
a
wedding

ceremony
solemnized
by
Rev.
Fr.
Joaquin
G.
Bernas,
SJ.
A
copy
of
our
marriage

certificate
is
attached
hereto
and
made
an
integral
part
of
this
affidavit;

2. That
prior
to
our
marriage
and
outside
of
wedlock,
a
child,
named
Mara
Clara,

was
conceived
and
born
on
March
28,
2009
at
Makati
City;

3. That
 at
 the
 time
 of
 the
 conception
 of
 said
 child,
 we
 were
 not
 disqualified
 by

any
 impediment
 to
 marry
 each
 other,
 and,
 therefore,
 by
 virtue
 of
 our

subsequent
 marriage,
 the
 said
 child
 is
 now
 legitimated
 by
 operation
 of
 law,

particularly
Article
177
of
the
Family
Code;
and

4. That
we
execute
this
affidavit
to
declare
the
truth
of
the
foregoing
facts.


IN
 WITNESS
 WHEREOF,
 we
 have
 hereunto
 set
 our
 hands
 this
 12th
 day
 of
 April
 2009
 at
 Makati

City,
Metro
Manila,
Philippines.






MARIA
CLARA
CARTMAN
 ERIC
CARTMAN

Affiant
 
 Affiant







(JURAT)





SAMPLE:
Affidavit
of
Supplemental
Report
for
the
Office
of
the
Civil


Registrar






REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.





AFFIDAVIT
OF
SUPPLEMENTAL
REPORT















I,
 Pedro
 Cartman,
 Filipino,
 of
 legal
 age,
 single,
 and
 resident
 of
 No.
 1
 Rockwell
 Drive,
 Rockwell

Center,
Makati
City,
having
been
duly
sworn
in
accordance
with
law,
hereby
depose
and
state:



1. That
I
was
born
on
April
1,
1985
at
Makati
City
to
spouses
Maria
Clara
Cartman

and
Earl
Cartman;

2. That
since
I
was
young,
I
have
always
been
known
and
called
by
the
first
name

"PEDRO"
 and
 that
 it
 is
 the
 same
 first
 name
 that
 I
 have
 been
 using
 in
 all
 my

documents
and
identification
papers;

3. However,
 it
 appears
 from
 the
 records
 of
 the
 Office
 of
 the
 Civil
 Registrar
 of

Makati

City
that
I
was
registered
therein
without
a
given
first
name;



 
 

 [LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 0

4. That
it
is
my
desire
to
be
registered
with
the
said
Office
of
the
Civil
Registrar
of

Makati
City
with
the
first
name
"PEDRO";

5. That
 the
 failure
 to
 state
 my
 first
 name
 was
 purely
 the
 inadvertence
 of
 my

parents
who
failed
to
do
so
because
of
their
uncertainty
at
first
as
to
what
name

would
be
given
me
at
the
time
of
the
registration
of
the
facts
of
my
birth
with

the
said
office;
and

6. As
such,
I
execute
this
Affidavit
to
certify
or
attest
to
the
truth
of
the
foregoing

facts
and
for
whatever
legal
purpose
that
this
Affidavit
may
serve.


IN
WITNESS
WHEREOF,
I
have
hereunto
set
my
hand
this
12th
day
of
April
2009
at
Makati
City,

Metro
Manila,
Philippines.





 PEDRO
CARTMAN

Affiant







(JURAT)





SAMPLE:
Affidavit
in
Support
of
Reckless
Imprudence


Complaint
for
Damage
to
Vehicle







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.





AFFIDAVIT















I,
 Pedro
 Cartman,
 Filipino,
 of
 legal
 age,
 single,
 and
 resident
 of
 No.
 1
 Rockwell
 Drive,
 Rockwell

Center,
Makati
City,
having
been
duly
sworn
in
accordance
with
law,
hereby
depose
and
state:




1. That
I
am
a
duly
licensed
driver
with
Driver's
License
No.
1223333,
which
is
valid

until
the
year
2011
and
that
I
usually
drive
a
vehicle
in
bringing
my
son
to
school

at
Ateneo
de
Manila
University
in
Loyola
Heights,
Quezon
City,
which
vehicle
is

specifically
 described
 as
 a
 Mercedes
 Benz
 Kompressor
 with
 Motor
 No.
 12222,

Chassis
No.
12222
and
with
Plate
No.
XXX
123
issued
by
the
Land
Transportation

Office
 of
 the
 City
 of
 Makati
 and
 is
 registered
 in
 my
 name,
 with
 Certificate
 of

Registration
 No.
 122222
 issued
 on
 April
 1,
 2009
 and
 with
 MVMRR
 No.
 122223

dated
March
11,
2009;



 
 

 [LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 1

2. That
on
April
10,
2009
at
around
two
o’clock
in
the
afternoon,
when
I
brought

my
 son
 to
 school
 and
 when
 the
 said
 vehicle
 was
 parked
 at
 the
 Grade
 School

parking
 lot
 of
 the
 school,
 another
 vehicle,
 identified
 as
 a
 Ford
 Expedition
 with

Plate
No.
XXX
124
and
red
in
color,
stopped
in
front
of
my
vehicle
to
also
bring

an
a
student
to
school;

3. That
after
the
student
who
alighted
from
the
said
Ford
Expedition
had
entered

the
 school
 gate,
 the
 driver
 of
 the
 said
 Ford
 Expedition,
 recklessly
 and

impudently,
tried
to
make
a
U‐Turn
and
hit/bumped
my
vehicle
and
that
when
I

instantaneously
 blew
 my
 horn,
 the
 driver
 of
 the
 said
 Ford
 Expedition
 quickly

accelerated
 and
 feloniously
 fled
 away
 in
 the
 direction
 going
 to
 Katipunan

Avenue;

4. That
as
a
result
of
the
incident,
the
Mercedes
Benz
that
I
was
driving
sustained

damage
in
its
bumper;

5. That
the
said
incident
was
witnessed
by
many
persons,
most
of
whom
are
also

parents
of
students
who
were
likewise
bringing
their
children
to
school,
and
has

been
duly
documented
in
the
Blotter
of
the
Traffic
Division
of
Quezon
City;

6. That
upon
inquiry
with
the
Security
Office
of
the
school,
it
was
discovered
that

the
 said
 Ford
 Expedition
 has
 been
 issued
 a
 Car
 Pass
 by
 the
 school
 upon

application
of
a
certain
Ian
Cruz,
a
Grade
7
student
of
the
school,
with
residence

at
No.
25
Dorothy
St.,
Loyola
Heights,
Quezon
City;
and

7. That
I
am
executing
this
Affidavit
to
attest
to
the
truth
of
the
foregoing
and
in

support
 of
 charges
 for
 "RECKLESS
 IMPRUDENCE"
 against
 the
 driver
 of
 the
 said

Ford
Expedition
or
for
whatever
other
action
that
may
be
filed
against
the
driver

and/or
registered
owner
of
the
said
vehicle
and
in
support
of
claims
against
the

insurer
for
the
repair
of
the
damage
caused
to
the
vehicle
I
was
driving.














 IN
 WITNESS
 WHEREOF,
 I
 have
 hereunto
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009
 in
 Makati
 City,

Metro
Manila,
Philippines.




 PEDRO
CARTMAN

Affiant







(JURAT)



SAMPLE:
Affidavit
of
Denial
of
Criminal
Cases







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.





 
 

 [LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 2



AFFIDAVIT















I,
 Pedro
 Cartman,
 Filipino,
 of
 legal
 age,
 single,
 and
 resident
 of
 No.
 1
 Rockwell
 Drive,
 Rockwell

Center,
Makati
City,
having
been
duly
sworn
in
accordance
with
law,
hereby
depose
and
state:



1. That
 I
 am
 NOT
 the
 same
 person
 as
 one
 Pedro
 Cartman
 a.k.a.
 Pedro
 Penduko


who
was
charged
under
Criminal
Case
No.
12333
before
the
Regional
Trial
Court

of
Makati
City
for
the
crime
of
Rape;

2. That
 I
 have
 never
 been
 the
 subject
 of
 any
 criminal
 complaint,
 charge
 or

proceeding
before
any
prosecutor
or
court;
and

3. As
 such,
 I
 am
 executing
 this
 Affidavit
 to
 certify
 or
 attest
 to
 the
 truth
 of
 the

foregoing
facts
and
for
purpose
of
denying
that
I
am
the
Pedro
Cartman
who
is

the
subject
of
the
aforementioned
case
and
for
whatever
legal
purpose
that
this

Affidavit
may
serve.
















IN
 WITNESS
 WHEREOF,
 I
 have
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009,
 in
 Makati
 City,
 Metro

Manila,
Philippines.




 PEDRO
CARTMAN

Affiant







(JURAT)



SAMPLE:
Affidavit
of
Damage
to
Warehouse
Building
by
Fire


for
Fire
Insurance
Claim





REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.





AFFIDAVIT















I,
 Earl
 Cartman,
 Filipino,
 of
 legal
 age,
 single,
 and
 resident
 of
 No.
 1
 Rockwell
 Drive,
 Rockwell

Center,
Makati
City,
having
been
duly
sworn
in
accordance
with
law,
hereby
depose
and
state:



1. That
I
am
the
Manager
of
Colgate
Palmolive,
a
domestic
corporation
engaged
in

the
distribution
of
a
variety
of
commercial
products;

2. That
the
said
company
maintains
a
warehouse
for
its
products
at
J.P.
Rizal
St.,

Poblacion,
Makati
City,
Metro
Manila,
Philippines;



 
 

 [LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 3

3. That
sometime
on
April
1,
2009
at
around
ten
o'clock
in
the
evening,
a
big
fire

broke
out
in
the
said
warehouse
which
caused
damage
on
its
main
warehouse,

and
destroyed/damaged/spoiled
many
of
the
assorted
stocks
and
merchandise

stored
in
the
said
warehouse;

4. That
the
said
fire
was
controlled
and
put
off
only
about
ten
hours
later
by
the

efforts
of
the
different
fire
brigades
which
responded
to
our
call
for
assistance;

and

5. That
I
am
executing
this
Affidavit
to
attest
to
the
truth
of
the
foregoing
and
in

support
 of
 the
 company's
 claim
 on
 the
 fire/building
 insurance
 of
 the
 said

warehouse/building.


IN
 WITNESS
 WHEREOF,
 I
 have
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009,
 in
 Makati
 City,
 Metro

Manila,
Philippines.




 EARL
CARTMAN

Affiant







(JURAT)



SAMPLE:
Affidavit
of
Death
Due
to
Vehicle
Accident
for
Insurance
Claim








REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.





AFFIDAVIT















I,
Earl
Cartman,
Filipino,
of
legal
age,
widower,
and
resident
of
No.
1
Rockwell
Drive,
Rockwell

Center,
Makati
City,
having
been
duly
sworn
in
accordance
with
law,
hereby
depose
and
state:



1. That
I
am
the
widower
of
Maria
Clara
Cartman;

2. That
 my
 wife
 died
 on
 April
 1,
 2009
 because
 of
 head
 injuries
 sustained
 in
 a

vehicular
accident
as
per
the
results
of
the
autopsy
conducted
by
Dr.
Vicki
Belo;

3. That
per
investigation
of
the
Makati
Police
Station,
my
wife
died
as
a
result
of
a

vehicular
accident
at
Rockwell
Drive,
Rockwell
Center,
Makati
City.Whenshe
was

driving,
she
was
bumped/hit
by
a
truck
coming
from
the
opposite
direction;

4. That
 my
 wife
 was
 a
 duly
 licensed
 driver
 at
 the
 time
 of
 the
 incident
 and
 was

carrying
Driver's
License
No.
12333
and
was
riding
on
a
BMW,
white
in
color
and

with
Plate
No.
XYH
123
owned
by
me
with
Certificate
of
Registration
No.
12333;

and



 
 

 [LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 4

5. That
I
am
executing
this
affidavit
to
attest
to
the
truth
of
the
foregoing
and
for

whatever
legal
purposes
that
this
statement
may
serve.














IN
 WITNESS
 WHEREOF,
 I
 have
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009,
 in
 Makati
 City,
 Metro

Manila,
Philippines.





 EARL
CARTMAN

Affiant







(JURAT)



SAMPLE:
Affidavit
of
Loss
(ATM
cards
and
Driver’s
License)







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.





AFFIDAVIT
OF
LOSS















I,
Earl
Cartman,
Filipino,
of
legal
age,
widower,
and
resident
of
No.
1
Rockwell
Drive,
Rockwell

Center,
Makati
City,
having
been
duly
sworn
in
accordance
with
law,
hereby
depose
and
state:



1. That
 I
 am
 an
 employee
 of
 GMA
 Network,
 Inc.
 at
 Makati
 City,
 Metro
 Manila,

Philippines
and
at
the
same
time
a
duly‐licensed
driver;

2. That
on
April
1,
2009
at
around
seven
o’clock
in
the
evening,
while
I
was
at
the

bus
station
at
Cubao,
I
lost
my
wallet
which
I
usually
place
in
my
back
pocket;


3. That
 inside
 the
 said
 wallet
 are
 my
 Driver's
 License
 and
 ATM
 Card
 issued
 by

Malayan
Bank,
Kamuning
Branch;


4. That
despite
diligent
search
and
efforts
to
locate
the
said
wallet
and
my
Driver's

License
 and
 my
 ATM
 Card,
 I
 could
 not
 find
 them
 such
 that
 I
 now
 believe
 that

they
are
now
lost
beyond
recovery;

5. That
 my
 Driver's
 License
 has
 not
 been
 confiscated
 by
 the
 LTO,
 Police
 or
 other

Traffic
Enforcers
for
any
traffic
violation;
and

6. As
 such,
 I
 am
 executing
 this
 Affidavit
 of
 Loss
 to
 attest
 to
 the
 truth
 of
 the

foregoing
 and
 to
 support
 my
 application
 for
 the
 issuance
 of
 a
 new
 Driver's

License
and
a
new
ATM
Card,
in
lieu
of
the
ones
that
were
lost.




IN
 WITNESS
 WHEREOF,
 I
 have
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009,
 in
 Makati
 City,
 Metro

Manila,
Philippines.



 
 

 [LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 5


 EARL
CARTMAN

Affiant







(JURAT)





SAMPLE:
Affidavit
of
Loss
(Passport)







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 
 )

S.S.





AFFIDAVIT
OF
LOSS















I,
Earl
Cartman,
Filipino,
of
legal
age,
widower,
and
resident
of
No.
1
Rockwell
Drive,
Rockwell

Center,
Makati
City,
having
been
duly
sworn
in
accordance
with
law,
hereby
depose
and
state:



1. That
on
April
1,
2009,
I
was
issued
a
Philippine
Passport
by
the
Department
of

Foreign
Affairs
in
Manila;

2. That
recently
I
had
tried
to
look
for
the
said
passport
but
the
same
could
not
be

found;


3. That
despite
diligent
search
and
efforts
to
locate
the
said
passport,
I
could
not

find
the
same
such
that
I
now
believe
that
it
is
now
lost
beyond
recovery;
and

4. As
 such,
 I
 am
 executing
 this
 Affidavit
 of
 Loss
 to
 attest
 to
 the
 truth
 of
 the

foregoing
and
to
support
the
application
for
the
issuance
of
new
one
in
lieu
of

the
one
which
was
lost.




IN
 WITNESS
 WHEREOF,
 I
 have
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009,
 in
 Makati
 City,
 Metro

Manila,
Philippines.





 EARL
CARTMAN

Affiant







(JURAT)







 
 

 [LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 6

SAMPLE:
Marine
Protest
(An
Affidavit
under
the
Code
of
Commerce)







REPUBLIC
OF
THE
PHILIPPINES)

Province
of
Sulu
































)
S.S.

Municipality
of
Jolo


























)



MARINE
PROTEST





Name:
Marvin
Lee
 
 Age:
50

 
 
 Civil
Status:
Married

Address:
No.
6
Naranghita
St.,
Project
2,
Quezon
City,
Metro
Manila,
Philippines

Position:
Ship
Captain

 Type/Cargo/Burden:
Tuna
Meat
(goods)

Home
Port:
Manila

Registry
Number:
123333332323232

Gross
Tons:
20.5
 
 Net
Tons:
15.8













After
being
duly
sworn
to
in
accordance
with
law,
do
hereby
declare
and
state
on

protest:



1. That
 on
 (continue
 with
 the
 facts
 and
 circumstances
 that
 transpired
 in

theincident);

2. That
I,
as
Master,
(Indicate
what
actions
the
master
initiated);

3. That
I
as
Master
(Indicate
the
respondents
and
their
address
if
any);

4. That
the
prevailing
weather
at
the
time
was
as
follows:

General
Description:
____________________________

Wind
Direction:
_______Velocity:
____
Kits:
_________

Height
of
Seas:
_________Feet:
____________

















Tide:
__________________
Flood
____________

Visibility:
___________________________

Other
Remarks:
_____________________

5. That
the
incident
resulted
injuries
to
___________________
persons
and
death

to
_____________
persons,
whose
names
are
listed
in
Exhibit
"A"
of
this

PROTEST

6. That
 this
 incident
 likewise
 resulted
 to
 loss
 or
 slight
 damage
 to
 the

_____________
 belonging
 to
 _____________
 in
 the
 estimated
 amount
 of

______________________________
 (P____________)
 and
 detailed
 in
 Exhibit

"B"
of
this
PROTEST:

7. That
my
organization
/
shipping
company
is
as
follows:



 
 

 [LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 7

Company:___________________________

Address:
__________________________

Telephone(s):
_______________________

Fax:
_____________________________

8. That
further/additional
information/data
is
appended
hereto
as
Exhibit
"1"
of

this
PROTEST.




MARVIN
LEE

Ship
Captain



(JURAT)



NOTE:
When
SUMMARY
OF
CASES
WHERE
PROTEST
IS
REQUIRED


(cf.
Code
of
Commerce)

1. Under
612,
when
the
vessel
makes
an
arrival
under
stress


2. Under
612,
624
and
843,
where
the
vessel
is
shipwrecked


3. Under
624,
where
the
vessel
has
gone
through
a
hurricane
or
when
the
captain
believes
that
the

cargo
has
suffered
damages
or
averages


4. Under
835,
in
case
of
maritime
collisions





SAMPLE:
Judicial
Affidavit

(As
an
attachment
to
a
Petition
for
Writ
of
Amparo
and
Habeas
Corpus)





REPUBLIC
OF
THE
PHILIPPINES)

Quezon
City,
Metro
Manila














)
S.S.





AFFIDAVIT















I,
Vicente
de
Ramos,
Filipino
citizen,
of
legal
age,
married
to
Angelina
de
Ramos
and
a
resident
of

123
 Cotabato
 Street,
 New
 Manila,
 Quezon
 City,
 after
 having
 been
 duly
 sworn
 in
 accordance
 with
 law,

hereby
depose
and
say:



Q:
What
is
your
name?



A:
I
am
Vicente
de
Ramos.



Q:
Where
do
you
live?



A:
I
live
at
123
Cotabato
Street,
New
Manila,
Quezon
City.



Q:
Are
you
related
to
Danielle
de
Ramos?



 
 

 [LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 8



A:
Yes.





Q:
How
are
you
related
to
her?



A:
She
is
my
daughter.



Q:
Where
does
your
daughter
live?



A:
She
lives
with
me.



Q:
What
is
the
nature
of
work
of
your
daughter?



A:She
 is
 actively
 an
 officer
 of
 the
 Human
 Rights
 Organization,
 an
 organization
 engaged
 in

advocating
human
rights.



Q:
Where
is
the
Human
Rights
Organization
located?



A:
It
is
located
in
Unit
201
Siete
Remedios
Tower,
New
Manila,
Quezon
City.



Q:
How
does
your
daughter
go
to
work?



A:
She
brings
her
own
car
to
work.

On
seldom
occasions,
especially
when
she
cannot
use
her

own
car,
I
bring
her
to
work.





Q:
 Thank
 you
 Mr.
 de
 Ramos.
 
 Let’s
 focus
 on
 the
 date
 of
 your
 daughter’s
 alleged
 forced


 disappearance.

Do
you
remember
the
happenings
on
5
September
2008?



A:
Yes.



Q:
On
5
September
2008,
when
did
you
last
see
and
talked
to
your
daughter?





A:
I
last
saw
her
during
breakfast,
before
we
headed
to
our
respective
workplaces.



Q:
Did
you
bring
your
daughter
to
work
that
day?



A:
No,
she
drove
herself
to
work.



Q:
How
are
you
sure
that
your
daughter
was
able
to
go
to
work
that
day?



A:
She
called
me
up
and
told
me
that
she
has
already
arrived
at
her
office.



Q:
Let
us
fast
forward
to
the
evening
of
the
same
date.

Can
you
narrate
your
daughter’s
regular

practice
when
she
goes
home
from
work?



A:
She
regularly
calls
me
or
sends
me
a
text
message,
informing
me
that
she
is
on
her
way
home.





 
 

 [LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 9

Q:
On
the
evening
of
5
September
2008,
did
she
contact
you?



A:
Yes,
she
did.



Q:
What
time
did
she
contact
you
that
night?



A:
I
received
a
text
message
at
around
8:00pm.

She
said
that
she
was
on
her
way
home
from

work.



Q:
Did
she
arrive
home
that
night?



A:
She
did
not.



Q:
What
did
you
do
when
she
did
not
go
home
after
she
contacted
you?



A:
I
waited
for
a
few
hours
for
her
to
go
home.

I
tried
to
contact
her
but
she
was
not
answering

her
phone.

I
really
got
worried.

I
decided
to
drive
down
to
her
office
to
see
if
she
was
there.





Q:
When
you
arrived
at
her
office,
what
happened?



A:
I
saw
her
car
was
still
parked
in
the
parking
lot.

I
approached
the
security
guard
on
duty
to

inquire
about
the
whereabouts
of
my
daughter.



Q:
Do
you
know
the
name
of
this
security
guard?



A:
Yes,
he
is
Christopher
Nepomuceno
and
was
the
one
on
duty
that
night.



Q:
What
did
the
security
guard
tell
you?



A:
 He
 told
 me
 that
 my
 daughter
 was
 on
 her
 way
 to
 her
 car
 when
 a
 van
 blocked
 her
 way
 and

three
large‐built
men
came
down
the
van
and
took
forcibly
my
daughter
inside.

The
men
had

holstered
pistons
and
one
was
wearing
fatigue
pants.

After
taking
my
daughter,
the
van
swiftly

drove
away.

My
daughter
dropped
her
things
on
the
parking
lot.



Q:
What
did
you
do
next
after
the
guard
told
you
that
your
daughter
was
abducted?



A:
 I
 immediately
 contacted
 the
 authorities
 and
 asked
 them
 for
 help
 but
 Christopher

Nepomuceno
 previously
 have
 reported
 the
 matter
 to
 them
 right
 after
 the
 abduction
 of
 my

daughter.



Q:
Were
they
able
to
help
you
locate
your
daughter?





A:
No
but
it
was
found
out
that
a
day
before
the
date
of
her
disappearance,
men
who
identified

themselves
as
ISAFP
agents
had
asked
about
my
daughter
and
has
been
noticed
to
have
been

conducting
activities
in
her
office
premises
for
weeks.





Q:
Why
do
you
think
ISAFP
agents
would
be
asking
about
your
daughter?





 
 

 [LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 0



A:
My
daughter
has
recently
told
me
that
she
was
currently
working
on
an
investigative
project

on
certain
officials
of
the
Armed
Forces
of
the
Philippines
and
the
ISAFP
on
alleged
corruption

and
abusive
practices.



Q:
Another
thing,
just
to
make
it
clear.

Did
you
have
any
altercation
with
your
daughter
last
5

September
 2008
 or
 days
 before
 that
 might
 have
 caused
 her
 to
 run
 away
 or
 just
 spend
 time

somewhere
else?



A:
No.

My
daughter
and
I
didn't
have
any
altercation.

And
knowing
my
daughter’s
personality

and
 being
 close
 to
 her,
 she
 is
 not
 the
 type
 to
 run
 away
 or
 go
 somewhere
 without

communicating
with
her
family
or
friends.



Q:
Has
your
daughter
contacted
you
or
any
members
of
your
immediate
family
ever
since
her

forced
abduction?



A:
No.





Q:
 Since
 her
 disappearance,
 and
 after
 searching
 the
 usual
 places
 she
 visits,
 were
 you
 able
 to

locate
her
whereabouts?



A:
No.



Further
Affiant
sayeth
none.






IN
 WITNESS
 WHEREOF,
 I
 have
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009,
 in
 Quezon
 City,
 Metro

Manila,
Philippines.





 VICENTE
DE
RAMOS

Affiant







(JURAT)



SAMPLE:
Affidavit
of
Ownership
of
Personal
Properties
for
Contract
of
Pledge







REPUBLIC
OF
THE
PHILIPPINES)

Quezon
City,
Metro
Manila














)
S.S.





AFFIDAVIT
OF
OWNERSHIP





 
 

 [LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 1













I,
Vicente
de
Ramos,
Filipino
citizen,
of
legal
age,
married
to
Angelina
de
Ramos
and
a
resident
of

123
 Cotabato
 Street,
 New
 Manila,
 Quezon
 City,
 after
 having
 been
 duly
 sworn
 in
 accordance
 with
 law,

hereby
depose
and
say:



1. That
I
am
the
true
and
absolute
owner
of
the
following
personal
properties,
to

wit:

2 Pieces
of
Gold
Rings
with
18‐karat
Diamond
Stones


4



Pieces
of
Platinum
Bracelets

2. That
I
intend
to
deliver
the
said
personal
properties
as
a
collateral
to
secure
the

loan
that
I
am
applying
for
from
Banco
Filipino
Ongpin
Branch;

3. That
I
hereby
warrant
title
and
ownership
over
the
above‐mentioned
personal

properties
and
I
will
defend
the
possession
of
the
Pledge
from
eviction;
and

4. That
 I
 execute
 this
 Affidavit
 of
 Ownership
 to
 attest
 to
 the
 truth
 of
 the

aforementioned
 facts
 and
 in
 support
 of
 my
 application
 for
 a
 loan
 and
 for
 any

other
legal
purposes
that
this
Affidavit
could
serve.




IN
 WITNESS
 WHEREOF,
 I
 have
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009,
 in
 Quezon
 City,
 Metro

Manila,
Philippines.





 VICENTE
DE
RAMOS

Affiant







(JURAT)





SAMPLE:
Adverse
Claim
for
Deed
of
Conditional
Sale







REPUBLIC
OF
THE
PHILIPPINES)

Quezon
City,
Metro
Manila














)
S.S.





AFFIDAVIT
OF
ADVERSE
CLAIM















I,
Vicente
de
Ramos,
Filipino
citizen,
of
legal
age,
married
to
Angelina
de
Ramos
and
a
resident
of

123
 Cotabato
 Street,
 New
 Manila,
 Quezon
 City,
 after
 having
 been
 duly
 sworn
 in
 accordance
 with
 law,

hereby
depose
and
say:



1. On
 April
 1,
 2009,
 I
 have
 entered
 into
 a
 Deed
 of
 Conditional
 Sale
 which
 was

acknowledged
 on
 the
 same
 date
 before
 Notary
 Public
 Roderick
 Paulate
 of



 
 

 [LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 2

Makati
City
and
entered
in
his
Notarial
Register
as
Doc.
No.
1;
Page
No.
1;
Book

No.
1,
Series
of
2009.
A
copy
of
the
said
Deed
is
hereto
attached
and
made
an

integral
part
of
this
Affidavit;

2. That
in
the
said
Deed
of
Conditional
Sale,
I
was
the
VENDEE
of
a
certain
parcel
of

land
 covered
 by
 Transfer
 Certificate
 of
 Title
 No.
 T‐8911,
 more
 particularly

described
as
follows:


Transfer
Certificate
of
Title
No.
T‐8911


A
 PARCEL
 OF
 LAND
 (Lot
 45
 of
 the
 consolidation‐subdivision
 plan


(LRC)
Pcs‐4111,
being
a
portion
of
the
consolidation
of
Lots
4
and
7,

Psu‐112287
 Amd.,
 LRC
 (GLRO)
 Rec.
 No.
 N‐17511),
 situated
 in
 the

Dist.
 Of
 Concepcion,
 City
 of
 Sta.
 Rosa,
 Laguna,
 Island
 of
 Luzon.

Bounded
on
the
NE.,
points
3
to
6,
by
Lot
95;
on
the
S.,
points
6
to
1

by
Lot
40;
on
the
SW.,
points
1
to
2,
by
Lot
41;
and
on
the
N.,
points

2
to
3
by
Lot
45,
all
of
the
consolidation‐subdivision
plan.
Beginning

at
a
point
marked
"1"
on
plan,
being
N.
51
deg.
36'
E.,
1321.76
m.

from
 B.L.L.M.
 No.1,
 Sta.
 Rosa,
 Laguna
 xxx
 containing
 an
 area
 of

2,000
 square
 meters,
 more
 or
 less
 (a
 copy
 of
 which
 title
 is
 hereto

attached
as
Annex
"A")

3. That,
because
I
still
have
a
balance
on
the
purchase
price
in
the
amount
of
ONE

MILLION
 PESOS
 (P1,000,000.00)
 which
 is
 payable
 within
 TWO
 YEARS
 from
 the

date
of
signing
thereof,
it
was
stipulated
in
the
aforementioned
Deed
that
title

and
 ownership
 over
 the
 subject
 property
 will
 only
 be
 transferred
 upon
 full

payment
of
the
same;

4. That
 the
 VENDOR
 in
 the
 said
 Deed
 of
 Conditional
 Sale
 agreed
 that
 upon
 its

execution,
 said
 Deed
 shall
 be
 annotated
 in
 the
 Title
 with
 the
 Office
 of
 the

Register
of
Deeds
of
Sta.
Rosa,
Laguna;


5. However,
since
the
said
Deed
of
Conditional
Sale
per
se
could
not
be
annotated

on
 the
 Title
 with
 the
 Office
 of
 the
 Register
 of
 Deeds,
 I
 am
 therefore
 executing

this
 Affidavit
 for
 the
 purpose
 of
 attesting
 to
 the
 truthfulness
 of
 the
 foregoing

allegations
and
in
support
of
my
request
for
the
annotation
of
an
adverse
claim

over
the
parcel
of
land
covered
by
the
Transfer
Certificate
of
Title
No.
T‐8911.




IN
 WITNESS
 WHEREOF,
 I
 have
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009,
 in
 Quezon
 City,
 Metro

Manila,
Philippines.





 VICENTE
DE
RAMOS

Affiant







 
 

 [LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 3



(JURAT)





SAMPLE:
Affidavit
for
Cancellation
of
Entries
in
the
TCT







REPUBLIC
OF
THE
PHILIPPINES)

Quezon
City,
Metro
Manila














)
S.S.



AFFIDAVIT














I,
Vicente
de
Ramos,
Filipino
citizen,
of
legal
age,
married
to
Angelina
de
Ramos
and
a
resident
of

123
 Cotabato
 Street,
 New
 Manila,
 Quezon
 City,
 after
 having
 been
 duly
 sworn
 in
 accordance
 with
 law,

hereby
depose
and
say:



1. That
 I
 am
 the
 true
 and
 registered
 owner
 of
 a
 certain
 parcel
 of
 land
 which
 is

covered
 by
 Transfer
 Certificate
 of
 Title
 No.T‐8911,
 more
 particularly
 described

as
follows:


Transfer
Certificate
of
Title
No.
T‐8911



A
 PARCEL
 OF
 LAND
 (Lot
 45
 of
 the
 consolidation‐subdivision
 plan

(LRC)
Pcs‐4111,
being
a
portion
of
the
consolidation
of
Lots
4
and
7,

Psu‐112287
 Amd.,
 LRC
 (GLRO)
 Rec.
 No.
 N‐17511),
 situated
 in
 the

Dist.
 Of
 Concepcion,
 City
 of
 Sta.
 Rosa,
 Laguna,
 Island
 of
 Luzon.

Bounded
on
the
NE.,
points
3
to
6,
by
Lot
95;
on
the
S.,
points
6
to
1

by
Lot
40;
on
the
SW.,
points
1
to
2,
by
Lot
41;
and
on
the
N.,
points

2
to
3
by
Lot
45,
all
of
the
consolidation‐subdivision
plan.
Beginning

at
a
point
marked
"1"
on
plan,
being
N.
51
deg.
36'
E.,
1321.76
m.

from
 B.L.L.M.
 No.1,
 Sta.
 Rosa,
 Laguna
 xxx
 containing
 an
 area
 of

2,000
 square
 meters,
 more
 or
 less
 (a
 copy
 of
 which
 title
 is
 hereto

attached
as
Annex
"A")

2. That
 annotated
 on
 said
 Transfer
 Certificate
 of
 Title
 No.
 8911
 is
 a
 notice
 of
 lis

pendens
dated
March
18,
2008;


3. That
the
effectivity
and
efficacy
of
said
entries
have
since
expired
as
shown
by

the
 dates
 thereon
 and/or
 were
 correspondingly
 superseded
 by
 other
 entries

which
are
also
being
caused
to
be
cancelled
in
view
of
the
fact
that
the
party
to

said
annotation
has
registered
no
opposition
to
its
cancellation;
and

4. That
I
am
executing
this
affidavit
purposely
requesting
the
Register
of
Deeds
to

cause
 the
 cancellation
 of
 the
 above‐mentioned
 entries
 in
 the
 aforementioned

Transfer
Certificate
of
Title.



 
 

 [LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 4



IN
 WITNESS
 WHEREOF,
 I
 have
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009,
 in
 Quezon
 City,
 Metro

Manila,
Philippines.





 VICENTE
DE
RAMOS

Affiant







(JURAT)





SAMPLE:
Affidavit
of
Consolidation
of
Ownership







REPUBLIC
OF
THE
PHILIPPINES)

Quezon
City,
Metro
Manila














)
S.S.





AFFIDAVIT
OF
CONSOLIDATION
OF
OWNERSHIP














I,
Vicente
de
Ramos,
Filipino
citizen,
of
legal
age,
married
to
Angelina
de
Ramos
and
a
resident
of

123
 Cotabato
 Street,
 New
 Manila,
 Quezon
 City,
 after
 having
 been
 duly
 sworn
 in
 accordance
 with
 law,

hereby
depose
and
say:



1. That
in
the
public
auction
sale
conducted
by
the
City
Sheriff
of
Quezon
City

on
 April
 1,
 2008
 pursuant
 to
 the
 provisions
 of
 Act
 3135
 as
 amended,
 the

undersigned
Affiant
became
the
purchaser
of
a
certain
foreclosed
property

with
all
its
improvements,
more
particularly
described
as
follows:


Transfer
Certificate
of
Title
No.
T‐8911



A
 PARCEL
 OF
 LAND
 (Lot
 45
 of
 the
 consolidation‐subdivision
 plan

(LRC)
Pcs‐4111,
being
a
portion
of
the
consolidation
of
Lots
4
and

7,
 Psu‐112287
 Amd.,
 LRC
 (GLRO)
 Rec.
 No.
 N‐17511),
 situated
 in

the
Dist.
Of
Concepcion,
City
of
Sta.
Rosa,
Laguna,
Island
of
Luzon.

Bounded
on
the
NE.,
points
3
to
6,
by
Lot
95;
on
the
S.,
points
6
to

1
by
Lot
40;
on
the
SW.,
points
1
to
2,
by
Lot
41;
and
on
the
N.,

points
 2
 to
 3
 by
 Lot
 45,
 all
 of
 the
 consolidation‐subdivision
 plan.

Beginning
at
a
point
marked
"1"
on
plan,
being
N.
51
deg.
36'
E.,

1321.76
 m.
 from
 B.L.L.M.
 No.1,
 Sta.
 Rosa,
 Laguna
 xxx
 containing

an
area
of
2,000
square
meters,
more
or
less
(a
copy
of
which
title

is
hereto
attached
as
Annex
"A")



 
 

 [LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 5



2. That
 the
 said
 Sheriff
 sold
 the
 above‐described
 property
 with
 all
 the

improvements
 and
 buildings
 thereon
 to
 the
 undersigned
 Affiant
 as
 the

highest
 bidder
 for
 the
 sum
 of
 ONE
 MILLION
 PESOS
 (P1,000,000.00),

Philippine
Currency;

3. That
a
Certificate
of
Sale
at
Public
Auction
was
issued
by
the
said
Sheriff
in

favor
of
the
undersigned
Affiant
and
the
same
was
duly
registered
with
the

office
of
the
Registry
of
Deeds
of
Quezon
City
on
April
10,
2008
as
Entry
No.

123
on
the
aforementioned
title;
and

4. That
the
one
(1)
year
period
for
redemption
has
already
expired
without
the

Mortgagor
 or
 any
 person
 in
 his
 representation
 having
 exercised
 their
 right

of
 redemption
 over
 the
 said
 property
 and
 therefore,
 the
 consolidation
 of

title
 and
 ownership
 over
 the
 said
 property
 in
 favor
 of
 the
 undersigned

Affiant
is
proper
and
in
accordance
with
law.


WHEREFORE,
 by
 failure
 of
 the
 Mortgagor
 to
 redeem
 the
 said
 property,
 I
 am
 executing
 this

Affidavit
for
the
purpose
of
consolidating
title
and
ownership
over
the
above‐described
property
with
all

improvements
 and
 buildings
 thereon,
 as
 provided
 for
 by
 law,
 and
 I
 hereby
 request
 the
 Office
 of
 the

Register
of
Deeds
to
register
the
same
and
issue
a
new
title
in
the
name
of
the
undersigned
Affiant.



IN
 WITNESS
 WHEREOF,
 I
 have
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009,
 in
 Quezon
 City,
 Metro

Manila,
Philippines.





 VICENTE
DE
RAMOS

Affiant







(JURAT)





SAMPLE:
Affidavit
of
Declaration
of
Ownership
of
Real
Property







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila















)
S.S.





DECLARATION
OF
OWNERSHIP















 I,
 EARL
 CARTMAN,
 of
 legal
 age,
 Filipino,
 single,
 Manager
 of
 ABC
 Corporation,
 after
 having
 been

duly
sworn
to
in
accordance
with
law,
hereby
depose
and
state:





 
 

 [LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 6

1. That
 the
 said
 Corporation
 is
 the
 owner
 of
 certain
 parcel
 of
 land,
 more

particularly
described
as
follows:



Transfer
Certificate
of
Title
No.
T‐8911




A
 PARCEL
 OF
 LAND
 (Lot
 45
 of
 the
 consolidation‐subdivision
 plan

(LRC)
Pcs‐4111,
being
a
portion
of
the
consolidation
of
Lots
4
and

7,
 Psu‐112287
 Amd.,
 LRC
 (GLRO)
 Rec.
 No.
 N‐17511),
 situated
 in

the
Dist.
Of
Concepcion,
City
of
Sta.
Rosa,
Laguna,
Island
of
Luzon.

Bounded
on
the
NE.,
points
3
to
6,
by
Lot
95;
on
the
S.,
points
6
to

1
by
Lot
40;
on
the
SW.,
points
1
to
2,
by
Lot
41;
and
on
the
N.,

points
 2
 to
 3
 by
 Lot
 45,
 all
 of
 the
 consolidation‐subdivision
 plan.

Beginning
at
a
point
marked
"1"
on
plan,
being
N.
51
deg.
36'
E.,

1321.76
 m.
 from
 B.L.L.M.
 No.1,
 Sta.
 Rosa,
 Laguna
 xxx
 containing

an
area
of
2,000
square
meters,
more
or
less
(a
copy
of
which
title

is
hereto
attached
as
Annex
"A")



2. That
 the
 said
 aforementioned
 Transfer
 Certificate
 of
 Title
 over
 said
 property

includes
 and
 contains
 all
 the
 permanent
 improvements
 and
 buildings
 located

and
situated
thereon;
and

3. That
I
execute
this
Affidavit
to
attest
and
declare
the
truth
of
the
foregoing
facts

and
for
whatever
legal
purposes
that
this
Affidavit
may
serve.
















IN
 WITNESS
 WHEREOF,
 I
 have
 set
 my
 hand
 this
 12th
 day
 of
 April
 2009,
 in
 Quezon
 City,
 Metro

Manila,
Philippines.





 EARL
CARTMAN

Affiant







(JURAT)





SAMPLE:
Affidavit
of
Consent
and
Support
for
Travel
of
a
Minor







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila















)
S.S.



JOINT
AFFIDAVIT
OF
SUPPORT





 
 

 [LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 7

We,
 Maria
 Clara
 Cartmanand
 Eric
 Cartman,
 both
 Filipinos,
 of
 legal
 ages,
 and
 both
 residents
 of

No.
 1
 Rockwell
 Drive,
 Rockwell
 Center,
 Makati
 City,
 with
 Residential
 Telephone
 No.
 (632)
 912332
 and

with
 Tax
 Identification
 Nos.
 (T.I.N.)
 12345
 and
 67890,
 respectively,
 after
 having
 been
 duly
 sworn
 in

accordance
with
law,
hereby
depose
and
state:



1. That
we
are
the
parents
of
Mara
Clara
Cartman
who
is
of
legal
age
and
a
citizen

of
the
Republic
of
the
Philippines
and
a
holder
of
valid
Philippine
Passport
with

No.
123456
and
who
is
going
for
a
trip
abroad
specifically
to
the
United
States

this
20th
day
of
April
2009;

2. That
 we
 are
 giving
 our
 full
 consent
 to
 our
 said
 daughter
 to
 travel
 abroad
 or

specifically
to
the
United
States;

3. That
 for
 this
 purpose,
 we
 have
 sufficient
 and
 adequate
 financial
 capacity
 to

support
and
defray
the
said
travel
and
do
hereby
undertake
to
finance
her

trip

abroad
 from
 the
 application
 fees,
 airline
 tickets,
 board
 and
 lodging,
 pocket

money
 and
 such
 other
 expenses
 that
 she
 may
 incur
 so
 that
 she
 would
 neither

be
a
burden
to
the
state
nor
at
their
place
of
destination
at
any
time
during
her

trip
abroad;


4. That
 there
 is
 no
 criminal
 case
 pending
 in
 court
 against
 her
 nor
 has
 she
 been

charged
of
subversion,
rebellion,
insurrection
or
any
crime
or
offense
involving

moral
turpitude
in
any
court
of
the
Philippines;
and

5. That
 we
 are
 executing
 this
 affidavit
 to
 declare
 the
 truth
 of
 the
 foregoing
 facts

and
for
whatever
legal
purpose
it
may
serve.
















 IN
 WITNESS
 WHEREOF,
 we
 have
 set
 our
 hands
 this
 12th
 day
 of
 April
 2009at
 Makati
 City,
 Metro

Manila,
Philippines.






MARIA
CLARA
CARTMAN
 EARL
CARTMAN

Affiant
 Affiant







(JURAT)







SAMPLE:
Bulk
Sales
Affidavit







BULK
SALES
AFFIDAVIT





 
 

 [LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 8

Note:
A
Bulk
Sales
Affidavit
is
not
an
agreement/contract,
but
is
needed
when
a
corporation
sells
all
or

substantially
all
of
its
assets.



REPUBLIC
OF
THE
PHILIPPINES)

MAKATI
CITY

 
 
 )
S.S.





BULK
SALES
AFFIDAVIT



KNOW
ALL
MEN
BY
THESE
PRESENTS:




 The
 undersigned
 individual,
 residing
 at
 234
 Rockwell
 Drive,
 Makati
 City,
 after
 being
 duly

sworn,
deposes:




 1.
I
am
the
President
of
the
Corporation
known
as
SANTO
REALTY
INC.
hereinafter
referred
to

as
 the
 "Corporation"
 and
 I
 am
 the
 person
 who
 executed
 the
 attached
 bill
 of
 sale
 on
 behalf
 of
 the

Company.




 2.
The
Corporation
is
the
sole
owner
of
the
property
described
in
the
attached
bill
of
sale
and

has
full
right
to
sell
and
transfer
the
property
involved.




 3.
All
of
the
property
described
in
the
attached
bill
of
sale
is
free
and
clear
of
all
obligations

and
encumbrances.




 4.
There
are
no
existing
court
judgments,
nor
any
liens,
replevin,
attachments
or
executions,

nor
 any
 petition
 in
 bankruptcy,
 nor
 has
 any
 arrangement
 proceeding
 been
 filed
 by
 or
 against
 the

Corporation.
In
addition,
the
Corporation
has
not
taken
advantage
of
any
law
relating
to
insolvency.




 This
affidavit
is
made
to
induce
the
Purchaser
to
accept
the
transfer
of
the
goods
described
in

the
attached
invoice.
It
is
also
to
assure
compliance
with
the
bulk
transfer
provisions
of
the
Act
No.
3952

or
 The
 Bulk
 Sales
 Law
 to
 assure
 the
 Purchaser
 that
 there
 are
 no
 creditors
 of
 the
 Company
 who
 are

entitled
to
the
statutory
notice
of
sale.



IN
WITNESS
WHEREOF,
I
have
hereunto
set
my
hand
this
04th
day
of
January
2009
at
the
City
of

Makati,
Philippines.




 
 
 
 
 _____________________________


 
 
 
 
 Jonathan
Francis
Nepomuceno


 
 
 
 
 President


 
 
 
 
 SANTO
REALTY
INC.





SUBSCRIBED
 AND
 SWORN
 to
 before
 me
 this
 04th
 day
 of
 January
 2009
 at
 the
 City
 of
 Makati,

Philippines
affiant
exhibiting
his
Passport
with
number
SSO
1234567
issued
on
01
October
2008
at
the

City
of
Manila,
Philippines.





 
 

 [LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 9



NOTARY
PUBLIC



Doc.
No.
______;

Page
No.
______;

Book
No.
______;

Series
of
2______

















































































 
 

 [LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
 0

CHAPTER 3: CONTRACTS AND DEEDS





CONTRACT

 A
contract
is
a
meeting
of
minds
between
two
persons
whereby
one
agrees
to
give
something
or

render
some
service
to
another
for
a
consideration.
(Article
1318,
Civil
Code)





ELEMENTS
OF
A
CONTRACT

 There
 is
 no
 contract
 unless
 the
 following
 requisites
 concur:
 (1)
 consent
 of
 the
 contracting

parties;
 (2)
 an
 object
 certain
 which
 is
 the
 subject
 of
 the
 contract;
 and
 (3)
 the
 cause
 of
 the

obligation
which
is
established.
(ABS‐CBN
Broadcasting
Corp.
v.
Court
of
Appeals,
301
SCRA
572)





UNILATERAL
DEED/CONTRACT
(APPLICABLE
TO
SALES)

 Vendee
assumes
no
obligation.

 No
need
for
the
vendee
or
the
other
party
to
sign
the
deed/contract
or
for
an
acknowledgment

thereof.





BILATERAL
DEED/CONTRACT
(APPLICABLE
TO
SALES)

 Vendee
is
obliged
to
do
something.

 Vendee
or
the
other
party
must
sign
both
the
deed
and
the
acknowledgment.





OPERATIVE
WORDS
TO
REMEMBER

 Deed
of
Sale:
SELL,
TRANSFER
AND
CONVEY
(In
case
of
sale
under
pacto
de
retro,
state
such
a

fact
with
the
operative
words
REPURCHASE
AND
RESELL.)

 Deed
of
Assignment:
ASSIGN,
TRANSFER
AND
CONVEY

 Deed
of
Exchange:
CEDE,
TRANSFER
AND
CONVEY

 Deed
of
Donation:
for
and
in
consideration
of
love
and
affection

 Power
of
Attorney:
name,
constitute
and
appoint,
HEREBY
GIVING
AND
GRANTING



Cardinal
Rules
in
Drafting
Contracts
as
Legal
Documents7



Rule
1

The
usual
commencement
of
a
contract
should
be:



“This
Agreement”
or
“An
Agreement”
or
“Articles
of
Agreement”




7

San
Beda
College
of
Law
Reviewer
2008,
citing
Guevara,
15th
Revised
Edition.





 
 

 [LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
 1

Although
it
is
better
to
state
the
particular
kind
of
contract
or
agreement
to
be
drafted
such
as
“This

Mortgage”,
“This
Contract
of
Sale”,
“This
Contract
of
Lease”



Rule
2

The
FULL
NAMES
of
the
parties,
their
capacity,
civil
status,
and
their
residences,
should
come
next.

The
logical
order
in
which
the
parties
are
to
be
named
in
the
document
must
be
observed.



Example:

 Deed
of
Conveyance:

Name
of
seller,
mortgagor,
or
grantor
must
first
be
stated



 Employment
Contract:

Name
of
employer
usually
comes
first



Rule
3

The
 principal
 or
 operational
 clauses
 of
 the
 document
 should
 be
 stated
 in
 separate,
 numbered

paragraphs.
The
purpose
is
to
facilitate
ready
reference
thereto



Rule
4

Verbosity
should
be
avoided.



Rule
5

Specific
 or
 technical
 terms,
 which
 have
 special
 meanings
 in
 the
 document,
 should
 be
 especially

defined.



Rule
6

Names
of
parties
should
be
repeated.
The
use
of
PRONOUNS
would
give
rise
to
AMBIGUITY.



Rule
7

The
 document
 must
 be
 NEAT,
 FREE
 FROM
 ERASURES,
 INTERLINEATIONS,
 or
 SUSPICIONS
 OF

ALTERATIONS.



Rule
8

A
clause
may
be
inserted
at
the
end
of
an
agreement
that:



“This
contract
shall
extend
and
be
binding
upon
the
parties
thereto,
their
executors,
administrators,

and
assigns”



Rule
9

The
place
and
date
of
execution
of
the
document
usually
come
LAST,
and
may
be
stated
thus:



“Signed
in
the
City
of
Manila,
Philippines,
this

 
day
of


 
 ,
20
 .”





Important
Requirements
for
Specific
Deeds/Contracts



DEED
OF
SALE



 
 

 [LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
 2

 The
property
must
be
stated
in
its
particularity
(re:
technical
description)





CHATTEL
MORTAGE

 It
must
include
an
affidavit
of
good
faith.





SALE
UNDER
THE
BULK
SALES
LAW

 It
must
include
an
affidavit
of
vendor
stating
that
at
the
time
of
sale,
he
had
no
creditors,
or
if

there
 was
 creditor/s,
 copy
 of
 notice
 to
 them
 regarding
 the
 sale.
 (Sec.
 3,
 Act.
 3952,
 “The
 Bulk

Sales
Law”)
See
affidavit
for
bulks
sales
in
Chapter
2
for
a
sample
form.






What
shall
be
deemed
to
be
a
sale
and
transfer
in
bulk?


 A
sale
and
transfer
in
bulk
is
any
sale,
transfer,
mortgage
or
assignment:

1. Of
a
stock
of
goods,
wares,
merchandise,
provisions,
or
materials
otherwise
than
in
the

ordinary
course
of
trade
and
the
regular
prosecution
of
the
business
of
the
vendor,

mortgagor,
transferor,
or
assignor,
or

2. Of
all,
or
substantially
all,
of
the
business
or
trade
theretofore
conducted
by
the
vendor,

mortgagor,
transferor,
or
assignor,
or

3. Of
all,
or
substantially
all,
of
the
fixtures
and
equipment
used
in
and
about
the
business
of

the
vendor,
mortgagor,
transferor,
or
assignor.
(Sec.
2,
Bulk
Sales
Law.)




What
are
the
exceptions
to
this
rule?

 It
will
not
be
deemed
a
sale
and
transfer
in
bulk
in
contemplation
of
the
Bulk
Sales
Law:

1. If
such
vendor,
mortgagor,
transferor,
or
assignor
produces
and
delivers
a
written
waiver
of

the
provisions
of
this
Act
from
his
creditors
as
shown
by
verified
statements
(Sec.
2,
Bulk

Sales
Law),
or


2. If
such
vendor,
mortgagor,
transferor,
or
assignor
is
an
executor,
administrator,
receiver

assignee
in
insolvency,
or
public
officer,
acting
under
judicial
process.
(Sec.
8,
Bulk
Sales

Law.)






BASIC
TEMPLATE
OF
A
CONTRACT/AGREEMENT





SAMPLE:
Basic
Template
of
a
Contract/Agreement







N.B.
This
is
a
basic
template.
The
sample
forms
presented
after
may
vary
in
form,
but
should
contain
the

same
essential
elements
–
parties,
object,
consideration,
consent.
Templates
for
Parties
1
and
2
can
be

interchanged
 depending
 on
 the
 role
 of
 each
 party
 in
 the
 contract/agreement.
 Also,
 it
 is
 possible
 that



 
 

 [LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
 3

both
parties
are
corporations.
If
this
is
the
case,
apply
the
template
of
party
1
for
both
parties.
It
is
also

possible
that
they
are
both
natural
persons.
In
that
case,
apply
the
template
of
party
2
for
both
parties.





[TITLE
OF
CONTRACT/AGREEMENT]



KNOW
ALL
MEN
BY
THESE
PRESENTS:



 This
 [type
 of
 contract/agreement],
 made
 and
 entered
 into
 this
 [__]
 day
 of
 [Month],
 [Year]
 in

[Place],
Philippines,
by
and
between:


 
 


 [Name
 of
 Corporation]
 a
 corporation
 duly
 organized
 and
 existing
 under

Philippine
law
with
offices
at
[Postal
Address]
hereinafter
collectively
referred
to
as
the

“[Indicate
a
label
for
party
1
for
easy
identification,
example
“VENDOR”]”represented
by

its
[Representative’s
Position],
[Representative’s
Name];




=
and
=



[Full
Name],
[Nationality},
of
legal
age,
[Civil
Status
(if
married,
indicate
name
of

spouse;
if
property
is
co‐owned,
indicate
the
name
of
both
spouses
together
under
Full

name,
 example:
 SPOUSES
 RALPH
 and
 ANGELA
 CLEANONE)],
 with
 postal
 address
 and

presently
residing
at
[Postal
Address]
hereinafter
referred
to
as
the
“[indicate
a
label
for

party
2
for
easy
identification,
example
“VENDEE”]”;





WITNESSETH:



WHEREAS
 [The
 WHEREAS
 clauses
 contain
 the
 object
 and
 consideration/s
 of
 the

contract/agreement];



THEREFORE
[The
THEREFORE
clause
contains
the
consent
of
both
parties].



[Terms
and
Conditions
of
the
Contract/Agreement]




[__]th
day
of
[Month],
[Year]
in
[Place],
Philippines.







 


 

[Name
of
Corporate
Representative]
 [Name
of
Party
2]

[Name
of
Corporation]
 [Label]

[Label]



WITH
MARITAL
CONSENT:
[When
Necessary]







 
 

 [LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
 4


 

[Spouse’s
Name]



SIGNED
IN
THE
PRESENCE
OF:





 

[Name
of
Witness
1]
 [Name
of
Witness
2]




(ACKNOWLEDGMENT)




COMMON
CONTRACTS
AND
DEEDS





SAMPLE:
Contract
of
Lease
(Real
Property)





CONTRACT
OF
LEASE



KNOW
ALL
MEN
BY
THESE
PRESENTS:



This
CONTRACT
LEASE,
made
and
entered
into,
by
and
between
–




Loida
T.
Garcia,
of
legal
age,
Filipino,
married
and
with
residence
at
21B
Rajah
Matanda

St.
Project
4
Quezon
City,
Philippines,
hereinafter
referred
to
as
“Lessor”,



‐
and
‐



Fernando
 P.
 Zamora,
 of
 legal
 age,
 Filipino,
 married,
 and
 with
 residence
 at
 161
 Rosalia

Compound,
 Tandang
 Sora,
 Quezon
 City,
 Philippines,
 hereinafter
 referred
 to
 as
 the

“Lessee”.



WITNESSETH:



Whereas,
the
Lessor
is
the
registered
owner
of
a
certain
property
located
at
256
White
Plains,

Quezon
City,
Philippines
with
TCT
No.
457291
of
the
Property
of
Deeds
for
Quezon
City
and
the
building

thereon
built;
and



Whereas,
the
Lessor
desires
to
let
the
said
property
and
the
Lessee
desires
to
lease
the
same.



NOW,
 THEREFORE,
 for
 and
 consideration
 of
 the
 covenants
 and
 stipulations
 herein,
 the
 Lessor

agrees
to
lease
said
property
to
the
Lessee
under
the
following
terms
and
conditions:

1. The
 term
 of
 the
 lease
 shall
 be
 for
 a
 period
 of
 five
 (5)
 years,
 beginning
 January
 1,

2009
and
ending
on
January
1,
2014,
unless
sooner
terminated
as
herein
provided.



 
 

 [LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
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2. The
 Lessee
 agrees
 to
 pay
 monthly
 rentals
 of
 Forty
 Five
 Thousand
 (P45,000.00)

Pesos,
payable
in
the
first
week
of
the
month
at
the
Lessor’s
residence,
subject
to

yearly
increase
of
5%
starting
the
third
year
of
the
lease.

3. The
 Lessee
 shall
 make
 an
 advance
 deposit
 equivalent
 to
 the
 rentals
 for
 three
 (3)

months,
without
interest,
which
shall
answer
for
any
damage
to
the
house
resulting

from
the
Lessee’s
use
and
occupancy
thereof
or
from
any
cause
whatsoever
by
the

members
 of
 his
 family,
 his
 household
 help
 and
 visitors;
 and
 if
 no
 such
 injury
 or

damage
 is
 caused,
 the
 same
 will
 be
 applied
 as
 rentals
 in
 the
 last
 three
 months
 of

occupancy.

4. Major
and
minor
repairs
of
the
house,
which
the
Lessee
may
desire
to
make,
shall

be
for
the
account
of
the
Lessee.

5. The
 Lessee
 shall
 insure
 the
 house
 against
 fire,
 in
 the
 amount
 of
 One
 Miliion
 Five

Hundred
 Thousand
 (P1,500,000.00)
 Pesos
 at
 his
 expense,
 with
 the
 Lessor
 as

beneficiary,
during
the
period
of
the
Lease.

6. During
the
lifetime
of
the
lease,
the
Lessee
shall
be
responsible
for
the
payment
of

all
utility
charges,
such
as
electricity,
gas,
water,
telephone,
garage,
collection
fees

and
grass
cutting
charges
and
for
other
services.

7. The
Lessee
shall
not
sublease
the
premises
or
assign
this
lease,
without
the
written

consent
of
the
Lessor.

8. The
 Lessee
 shall
 not
 paint,
 make
 any
 improvements,
 partitions
 without
 the
 prior

consent
of
the
Lessor,
and
if
the
same
are
made
they
shall
be
for
the
account
of
the

Lessee
 and
 shall,
 at
 the
 end
 of
 the
 lease,
 become
 the
 property
 of
 the
 Lessor,

without
any
right
to
seek
reimbursement
of
the
costs
thereof.

9. If
 any
 rental
 as
 stipulated,
 or
 any
 part
 thereof,
 at
 any
 time
 shall
 be
 in
 arrears
 or

unpaid,
or
if
the
Lessee
shall
at
any
time
fail
to
perform
or
comply
with
any
of
the

covenants
and
conditions
herein,
then
and
in
any
such
event,
this
Contract
of
Lease

shall
automatically
terminate,
and
the
Lessee
shall
peacefully
surrender
possession

of
the
leased
premises
to
the
Lessor,
in
the
same
condition
as
when
he
first
entered

the
premises.

10. That
the
Lessee
shall
notify
the
Lessor
at
least
thirty
(30)
days
in
advance
should
the

Lessee
decide
to
abandon
the
leased
premises;

11. That
violation
of
any
of
the
above
terms
and
conditions
will
produce
ipso
facto
the

rescission
of
this
contract
of
lease.

12. Failure
of
the
Lessor
to
insist
on
any
provisions
of
this
lease
shall
not
be
construed

as
 a
 waiver
 thereof.
 No
 waiver
 by
 the
 Lessor
 of
 any
 right
 herein
 provided
 and
 as

provided
by
law
shall
be
valid,
unless
made
in
writing
and
duly
signed
by
the
Lessor.



IN
 WITNESS
 WHEREOF,
 the
 parties
 hereto
 have
 signed
 this
 contract
 of
 lease
 this
 28th
 day
 of

December,
2008,
in
the
City
of
Quezon
City,
Philippines.




 
 LOIDA
T.
GARCIA
 
 







FERNANDO
P.
ZAMORA


 
 Lessor
 
 
 Lessee





Signed
in
the
Presence
of:




 
 JUAN
G.
DELA
CRUZ
 
 
 MARIO
C.
FELICIANO



 
 

 [LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
 6



(ACKNOWLEDGMENT)













SAMPLE:
Contract
of
Lease
(Personal
Property)





CONTRACT
OF
LEASE



KNOW
ALL
MEN
BY
THESE
PRESENTS:



This
CONTRACT
OF
LEASE,
made
and
entered
into,
by
and
between
–




Loida
 T.
 Garcia,
 of
 legal
 age,
 Filipino,
 married
 and
 with
 office
 address
 at
 21B
 Rajah

Matanda
St.
Project
4
Quezon
City,
Philippines,
hereinafter
referred
to
as
“Lessor”,



‐
and
‐



Fernando
 P.
 Zamora,
 of
 legal
 age,
 Filipino,
 married,
 and
 with
 office
 address
 at
 161

Rosalia
 Compound,
 Tandang
 Sora,
 Quezon
 City,
 Philippines,
 hereinafter
 referred
 to
 as

the
“Lessee”.



WITNESSETH:



WHEREAS,
 the
 Lessor
 is
 the
 absolute
 owner
 of
 a
 certain
 personal
 property,
 more
 particularly

described
as
follows:



Make
&
Type
 Essen
Welding
Machine
ARC
315

Serial/Chassis
No.
 A128930‐394



WHEREAS,
the
Lessee
desires
to
lease
the
said
property.



NOW,
THEREFORE,
for
and
in
consideration
of
the
covenants
and
stipulations
of
the
parties,
the

Lessor
agrees
to
lease
said
property
to
the
Lessee
under
the
following
terms
and
conditions:


1. The
term
of
this
lease
shall
be
five
(5)
months,
such
term
to
commence
on
May
01,
2009

and
to
terminate
on
October
01,
2009,
unless
otherwise
terminated
as
provided
in
this

lease.

2. The
monthly
rental
shall
be
FIVE
THOUSAND
PESOS
(Php
5,000.00),
Philippine
Currency,

to
be
paid
by
Lessee
at
the
office
of
Lessor
on
or
before
the
first
(1st)
day
of
each
and

every
month;

3. Lessee
 shall
 exercise
 due
 care
 in
 the
 use
 and
 maintenance
 of
 the
 leased
 property,

keeping
it
in
good
repair
and
in
a
condition
equivalent
in
all
respects
to
that
in
which
it

was
received
by
lessee,
normal
wear
and
tear
excepted.




 
 

 [LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
 7

4. Lessee
 shall
 not
 assign
 this
 lease
 or
 sublet
 the
 leased
 property
 unless
 the
 written

consent
of
Lessor
to
such
assignment
or
sublease
is
first
obtained.

5. If
the
Lessee
shall
be
in
default
of
any
of
the
rental
payments,
when
the
payments
shall

become
due
and
payable
as
provided
in
this
agreement,
or
shall
remove
or
attempt
to

remove
 the
 leased
 property
 from
 161
 Rosalia
 Compound,
 Tandang
 Sora,
 Quezon
 City

without
first
obtaining
the
written
consent
of
the
Lessor,
the
Lessor
shall,
at
his
or
her

option,
terminate
this
lease
and
Lessee’s
right
to
possession
of
the
leased
property,
and

the
Lessor
shall
then
without
demand
on
or
notice
to
the
Lessee
take
possession
of
such

leased
property.

6. Lessor
 shall
 at
 all
 times
 during
 Lessee’s
 business
 hours
 have
 the
 right
 to
 enter
 on
 the

premises
 where
 the
 leased
 property
 is
 located
 for
 the
 purpose
 of
 inspecting
 the

property.

7. On
 expiration
 or
 earlier
 termination
 of
 this
 lease,
 the
 Lessee
 shall
 return,
 the
 leased

property
to
Lessor
in
good
repair,
ordinary
wear
and
tear
resulting
from
proper
use
of

the
property
excepted.

8. Lessee
will
indemnify
Lessor
against,
and
hold
Lessor
harmless
from
all
claims,
actions,

proceedings,
 damages,
 and
 liabilities,
 including
 attorney’s
 fees,
 arising
 from
 or

connected
with
Lessee’s
possession,
use,
and
return
of
the
leased
property.



IN
 WITNESS
 WHEREOF,
 the
 parties
 hereto
 have
 signed
 this
 contract
 of
 lease
 this
 28th
 day
 of

December
2008,
in
the
City
of
Quezon
City,
Philippines.






 
 LOIDA
T.
GARCIA
 
 







FERNANDO
P.
ZAMORA


 
 Lessor
 
 
 Lessee





Signed
in
the
Presence
of:




 
 JUAN
G.
DELA
CRUZ
 
 
 MARIO
C.
FELICIANO



(ACKNOWLEDGMENT)







SAMPLE:
Chattel
Mortgage





CHATTEL
MORTGAGE



KNOW
ALL
MEN
BY
THESE
PRESENTS:



This
CHATTEL
MORTGAGE,
made
and
entered
into,
by
and
between
–




S A N T O 
 R e a l t y , 
 I n c . , 
 a
corporation
duly
organized
under
the
laws
of
the
Philippines,

with
 principal
 office
 at
 123
 Rockwell
 Drive,
 Rockwell
 Center,
 Makati
 City,
 Philippines,



 
 

 [LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
 8

represented
 by
 its
 president,
 Ernesto
 Pogito,
 hereinafter
 referred
 to
 as
 the

“MORTGAGOR”,



‐
and
‐



Nicholas
Estrada,
of
legal
age,
single,with
postal
address
at
1234
Gabrielle
Homes,
Pasig
City,

hereinafter
known
as
the
“MORTGAGEE”.



WITNESSETH:












 That
 the
 MORTGAGOR
 is
 indebted
 unto
 the
 MORTGAGEE
 in
 the
 sum
 of
 Nine
 Hundred

Thousand
 Pesos
 (P
 900,000.00),
 
Philippine
 Currency,
 receipt
 of
 which
 is
 acknowledged
 by
 the

MORTGAGOR
upon
the
signing
of
this
instrument,
payable
within
a
period
of
2
years,
with
interest

thereon
at
the
rate
of
(12)
%
per
annum;


That
 for,
 and
 consideration
 of
 ,
 this
 indebtedness,
 and
 to
 assure
 the
 performance
 of
 said

obligation
 to
 pay,
 the
 MORTGAGOR
 hereby
 conveys
 by
 way
 of
 CHATTEL
 MORTGAGE
 unto
 the

MORTGAGEE,
 his
 heirs
 and
 assigns,
 the
 following
 personality
 now
 in
 the
 possession
 of
 said

MORTGAGOR


MAKE


















:
Nissan
Celica
 MOTOR
NO.





















:
1234567

SERIES
















:

78
 SERIAL/CHASSIS
NO.




:765432

TYPE
OF
BODY




:
Coupe
 PLATE
NO.























:
XXX‐111

YEAR
MODEL






:
1999
 FILE
NO.



























:
789653









 That
the
condition
of
this
obligation
is
that
should
the
MORTGAGOR
perform
the
obligation
to

pay
the
hereinabove
cited
indebtedness
of
Nine
Hundred
Thousand
Pesos























(P
900,000.00)

together
with
accrued
interest
thereon,
this
chattel
mortgage
shall
at
once
become
null
and
void
and
of

no
 effect
 whatsoever,
 otherwise,
 it
 shall
 remain
 in
 full
 force
 and
 effect.



IN
 WITNESS
 WHEREOF,
 the
 parties
 have
 hereunto
 set
 their
 hands,
 this
 13
 day
 of
 March

2009,
at
Makati,
Philippines.



ERNESTO
POGITO
 




























 





NICHOLAS
ESTRADA


SIGNED
IN
THE
PRESENCE
OF:



 


JONNY
NEPO
 
 
 
 
 








JP
SALVAVIDA


(ACKNOWLEDGEMENT)


AFFIDAVIT
OF
GOOD
FAITH



 
 

 [LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
 9

We,
the
undersigned
MORTGAGOR
AND
MORTGAGEE
hereby
jointly
and
severally
swear
that

we
 executed
 the
 foregoing
 Chattel
 Mortgage
 in
 order
 to
 secure
 the
 indebtedness
 therein
 and
 for
 no

other
purpose
or
purposes
contrary
to
law.


ERNESTO
POGITO
 




























 





NICHOLAS
ESTRADA




(JURAT)










SAMPLE:
Real
Estate
Mortgage







REAL
ESTATE
MORTGAGE



KNOW
ALL
MEN
BY
THESE
PRESENTS:




 This
REAL
ESTATE
MORTGAGE,
made
and
executed
this
12th
day
of
April
2009,
by
and
between:




CTV‐Z
 Network,
 Inc.,
 a
 corporation
 duly
 organized
 under
 the
 laws
 of
 the
 Philippines,

with
principal
office
at
No.
1
Strata
2000
Bldg.,
Emerald
Ave,
Ortigas
Center,
Pasig
City,

represented
 by
 its
 President,
 Francis
 Tom
 Temprosa,
 hereinafter
 referred
 to
 as
 the

MORTGAGOR:



‐and‐



FELIPE
 GOZON,
 of
 legal
 age,
 single,
Filipino,
 and
 with
 residence
 and
 postal
 address

at
No.
 25
 Boston
 Terrier
 St.,
 Beagle
 Subdivision,
 Dog
 Town,
 Makati
 City,
 hereinafter

referred
to
as
the
MORTGAGEE.



WITNESSETH:




 That
 the
 MORTGAGOR
 does
 hereby
 convey
 by
 way
 of
 REAL
 ESTATE
 MORTGAGE
 unto
 the

MORTGAGEE
 the
 following
 described
 real
 property,
 situated
 in
 No.
 25
 South
 Ave.,
 Salcedo
 Village,

Makati
City,
together
with
all
the
improvements,
to
wit:



TRANSFER
CERTIFICATE
OF
TITLE
NO.
1111











“A
PARCEL
OF
LAND
(Lot
10,
Block
4
of
the
Subdivision
plan
(LRC)
Psd‐1004,
being
a

portion
 of
 the
 consolidation
 of
 Lots
 10‐A
 and
 10‐B
 (LRC)
 described
 on
 plan
 
 Psd‐1244,

LRC
 (GLRO)
 Record
 No.
 N‐23024,
 situated
 in
 the
 District
 of
 Salcedo
 Village
 Makati.

Bounded
 on
 NE.,
 point
 4
 to
 1
 by
 Lot
 22,
 Block
 4
 of
 the
 Subdivision
 plan;
 on
 the
 SE.,

points
1
to
2
bu
Lot
14,
Block
4
of
the
Subdivision
plan,;
on
the
SW.
points
2
to
3
by
Road

Lot
 12,
 Psd‐2434;
 and
 on
 the
 SW.,
 points
 3
 to
 4
 by
 Lot
 16,
 Block
 4
 of
 the
 Subdivision



 
 

 [LEGAL
FORMS
MANUAL]
 5
ATENEO
LAW
3D
’08‐‘09
 0

plan.
 Begginging
 at
 a
 point
 marked
 “1”
 on
 the
 plan,
 being
 S.
 41
 deg
 21’E.,
 4266.24
 m.

from
CBM
22,
Makati
Cadastre
10;
thence
S.
32
deg.
07’W.,
14.55
m.
to
point
2;
thence

N.
56
deg.
00’W.,
12.33
m.
to
point
3;
thence
N.
21;
56’E.,
33.22
m.
to
pint
4;
thence
S.

67
deg.
03’E,
12.00
m.
to
the
point
of
beginning;
containing
an
area
of
TWO
HUNDERED

EIGHTY
(280)SQUARE
METERS,
more
or
less…"



of
which
real
property
the
MORTGAGOR
is
the
registered
owner
of
a
parcel
of
land
with
improvements

located
at
No.
25
South
Ave.,
Salcedo
Village,
Makati
City
and
covered
by
Transfer
Certificate
of
Title
No.

1111
containing
a
total
area
of
TWENTY
THOUSAND
(20,000)
SQUARE
METERS,
more
or
less,
PROVIDED,

HOWEVER,
that
if
the
said
corporation
shall
pay
or
cause
to
be
paid
to
said
FELIPE
GOZON,
his
heirs
and

assigns,
the
said
amount
within
the
period
of
TWO
(2)
years
from
and
after
with
the
interest
theron
at

the
rate
of
(FIVE)
per
centum
(5%)
per
annum,
then
this
MORTGAGE
shall
be
discharged
and
shall
be
of

no
 effect.
 OTHERWISE,
 it
 shall
 remain
 in
 full
 force
 and
 effect
 and
 shall
 be
 enforceable
 in
 the
 manner

provided
for
by
law.




 IN
WITNESS
WHEREOF,
I
have
hereunto
set
my
hand
this
12th
day
of
April
2009
in
Makati
City,

Metro
Manila,
Philippines.




 


 

CTV‐Z
Network,
Inc.
 Felipe
Gozon

Mortgagor
 Mortgagee


 

Represented
by:





Francis
Tom
Temprosa

President






SIGNED
IN
THE
PRESENCE
OF:





 


 

Sam
Milby
 Piolo
Pascual



(ACKNOWLEDGMENT)






SAMPLE:
Contract
to
Sell







CONTRACT
TO
SELL




KNOW
ALL
MEN
BY
THESE
PRESENTS:





 
 

 [LEGAL
FORMS
MANUAL]
 5
ATENEO
LAW
3D
’08‐‘09
 1

This
CONTRACT
TO
SELL,
made
and
executed
this
12th
day
of
March,
2009,
by
and
between:




Ralph
 Cleanone,
 of
 legal
 age,
 married
 to
Mary
 Angela
 Cleanone,
Filipino,
 and
 with

residence
 and
 postal
 address
 at
38
 Maple
 Drive,
 Rockwell
 Village,
 Makati,
 hereinafter

referred
to
as
the
"SELLER/VENDOR":




‐AND‐




SANTO
Realty
Inc.,
a
corporation
duly
organized
under
the
laws
of
the
Philippines,
with

principal
 office
 at
 123
 Rockwell
 Drive,
 Rockwell
 Center,
 Makati
 City,
 Philippines,

represented
by
its
President,
Ernesto
Pogito,
hereinafter
referred
to
as
the
BUYER.




WITNESSETH:













 WHEREAS,
 the
 SELLER/VENDOR
 is
 the
 absolute
 and
 registered
 owner
 of
 a
 parcel
 of
 land,

including
 all
 structures
 and
 improvements
 thereon,
 consisting
 of
 One
 Thousand
 Five
 Hundred
 (1,500)

square
meters,
more
or
less,
located
at
Bo.
Hinapao
2
(now
San
Jose),
Antipolo,
Rizal,
Phase
KVH
2,
and

covered
 by
 Transfer
 Certificate
 of
 Title
 No.
 P‐143,
 issued
 by
 the
 Registry
 of
 Deeds
 of
 the
 Province
 of

Rizal,
and
more
particularly
described
as
follows:










"A
 parcel
 of
 land
 (Lot
 25,
 Blk.
 30
 of
 the
 cons./subd.
 plan
 Pcs‐04‐005099,
 being
 a

portion
of
the
cons.
Of
Lot
B,
Psd‐37723
&
Psu‐180896,
LRC
Rec.
No..),
situated
in
the

Bo.
 Of
 Hinapao
 No.
 2
 (now
 San
 Jose),
 Mun.
 Of
 Antipolo,
 Prov.
 Of
 Rizal,
 Is.
 Of
 Luzon.

Bounded
on
the
NE.,
along
line
1‐2
by
Lot
23,
Blk.
30
of
the
subd.
plan,
along
line
2‐3
by

Juan
Panganiban,
on
the
SW.,
along
line
3‐4
by
Road
Lot
25
and
on
the
NW.,
along
line

4‐1
 by
 Road
 Lot
 30,
 both
 of
 the
 subd.
 plan.
 Beginning
 at
 a
 point
 marked
 “1”
 on
 plan,

being
N.
86
deg.
46’E.,
2310.50
m.
From
BLLM
No.
1,
Mun.
Of
Antipolo,
Rizal;
thence
S.

82
deg.
35’E.,
10.00
m.
to
point
2;
thence
S.
10
deg.
32’E.,
15.77
m.
to
point
3;
thence
N.

82
deg.
35’W.,
14.88m.
to
point
4;
thence
N.
7
deg.
25’E.,
15.00
m.
to
point
of
beginning

containing
an
area
of
ONE
THOUSAND
FIVE
HUNDRED
(1,500)
SQUARE
METERS..."










 WHEREAS,
the
BUYER/VENDEE
 has
offered
to
buy
and
the
SELLER/VENDOR
 has
agreed
to
sell

the
above‐mentioned
property
under
the
terms
and
conditions
herein
below
set
forth:













 NOW
 THEREFORE,
for
 and
 in
 consideration
of
 the
 total
 sum
 of
 Ten
 Million
 (Php10,000,000.00)

Philippine
Currency,
and
of
the
covenants
herein
after
set
forth
the
SELLER/VENDOR
agrees
to
sell
and

the
BUYER/VENDEE
agrees
to
buy
the
aforesaid
property
subject
to
the
following
terms
and
conditions:




1.




 The
 total
 consideration
 shall
 be
 Ten
 Million

 (Php
 10,000,000.00)
 PESOS,
 Philippine

Currency,
payable
as
follows:



a)
 The
 amount
 of
 THREE
 MILLION
 (Php
 3,000,000.00)
 PESOS,
 representing
 earnest

money
shall
be
payable
by
the
BUYER/VENDEE
to
the
SELLER/VENDOR
upon
signing
of

this
Contract
to
Sell;




b)
 The
 remaining
 balance
 in
 the
 amount
 of
 SEVEN
 MILLION(Php
 7,000,000.00)
 PESOS,

shall
be
paid
in
Cash
on
or
before
December
31,
2009;



 
 

 [LEGAL
FORMS
MANUAL]
 5
ATENEO
LAW
3D
’08‐‘09
 2




c)
In
case
the
check
representing
the
payment
for
the
balance
provided
in
paragraph
(b)

hereof,
is
dishonored
by
the
drawee
bank,
the
earnest
money
in
the
amount
of
THREE

MILLION
(Php
3,000,000.00)
PESOS,
shall
be
forfeited
in
favor
of
the
SELLER/VENDOR;



2.




Capital
Gains
Tax
and
Real
Estate
Tax,
shall
be
for
the
account
of
the
SELLER/VENDOR;




3.




 Documentary
 Stamps
 Tax,
 Registration
 Fee,
 registration
 expenses,
 and
 all
 other

miscellaneous
fees
and
expenses
shall
be
to
the
account
of
the
BUYER/VENDEE;




4.




 Possession
 to
 the
 subject
 property
 shall
 be
 delivered
 by
 the
 SELLER/VENDOR
 to
 the

BUYER/VENDEE
upon
full
payment
of
the
total
consideration;




5.



Upon
full
payment
of
the
total
price,
the
SELLER/VENDOR
shall
sign
and
execute
a
DEED
OF

ABSOLUTE
 SALE
 in
 favor
 of
 the
 BUYER/VENDEE.
 The
 SELLER/VENDOR
 shall
 likewise
 execute
 and/or

deliver
 any
 and
 all
 documents,
 including
 but
 not
 limited
 to
 the
 original
 copy
 of
 Transfer
 Certificate
 of

Title,
 Tax
 Declaration
 and
 all
 other
 documents
 necessary
 for
 the
 transfer
 of
 ownership
 from

SELLER/VENDOR
to
the
BUYER/VENDEE.




IN
 WITNESS
 WHEREOF,
 the
 parties
 have
 hereunto
 affixed
 their
 signatures,
 this
 12th
 day
 of

March,
2009,
at
Makati
City,
Philippines.





 


 

Ralph
Cleanone
 Ernesto
Pogito

SELLER/VENDOR
 President

SANTO
Realty,
Inc.

BUYER/VENDEE





WITH
MARITAL
CONSENT:




 

Mary
Angel
Cleanone

SPOUSE
OF
SELLER/VENDOR






SIGNED
IN
THE
PRESENCE
OF:





 


 

Jonathan
Nepomuceno
 John
Paulo
Salvahan



(ACKNOWLEDGMENT)





 
 

 [LEGAL
FORMS
MANUAL]
 5
ATENEO
LAW
3D
’08‐‘09
 3





SAMPLE:
Joint
Venture
Agreement





JOINT
VENTURE
AGREEMENT



KNOW
ALL
MEN
BY
THESE
PRESENTS:



This
JOINT
VENTURE
AGREEMENT
made
and
executed
this
20th
day
of
April
1999
at
Makati
City,

Metro
Manila,
Philippines,
by
and
among:



RURAL
FARMING,
INC.,
a
corporation
duly
organized
and
existing
under
the
laws
of
the

Philippines,
with
office
address
at
20
Cooper
St.,
San
Francisco
del
Monte,
Quezon
City,

represented
 herein
 by
 its
 President,
 LAURO
 CELESTINO,
 hereinafter
 referred
 to
 as

“FIRST
LANDOWNER”;



‐
together
with
‐



EVA
CELESTINO,
of
legal
age,
Filipino,
and
with
residence
address
at
20
Cooper
St.,
San

Francisco
 del
 Monte,
 Quezon
 City,
 for
 herself
 and
 as
 attorney‐in‐fact,
 by
 virtue
 of
 a

Special
Power
of
Attorney
executed
in
her
favor,
a
copy
of
which
is
attached
hereto
as

Annex
 “A”
 and
 made
 an
 integral
 part
 hereof,
 of
 MARIA
 RAFAEL
 CELESTINO,
 AURORA

LUZ
 CELESTINO
 and
 RUFINO
 CELESTINO,
 all
 of
 legal
 age,
 Filipinos,
 and
 with
 residence

address
 at
 20
 Cooper
 St.,
 San
 Francisco
 del
 Monte,
 Quezon
 City,
 and
 REGINA
 SOPHIA

CELESTINO,
 of
 legal
 age,
 Filipino,
 and
 with
 residence
 address
 at
 27‐B
 Angelo
 St.,
 La

Loma,
Quezon
City,
referred
to
as
“SECOND
LANDOWNER”;



Both
are
hereinafter
referred
collectively
as
the
“LANDOWNERS”;



‐
and
‐




MANCON
BERHAD‐CBDC
JOINT
VENTURE
CORPORATION,
a
corporation
duly
organized

and
existing
under
the
laws
of
the
Philippines,
with
office
address
at
3rd
Floor
ITS
Bldg.,

2308
Pasong
Tamo
Extension,
Makati
City,
represented
herein
by
its
President
and
Chief

Executive
Officer,
MARIO
A.
ORETA,
hereinafter
referred
to
as
the
“DEVELOPER”.



WITNESSETH:

That‐



WHEREAS,
LANDOWNERS
are
the
registered
and
lawful
owners
of
a
parcel
of
land
located
in
the

Municipality
of
Gen.
Trias,
Province
of
Cavite,
with
an
aggregate
area
of
five
hundred
six
thousand
three

hundred
seventy
(506,370)
square
meters,
more
or
less,
and
covered
by
Transfer
Certificate
of
Title
No.

T‐276294
issued
by
the
Register
of
Deeds
of
Cavite,
hereinafter
referred
to
as
the
“Property”;





 
 

 [LEGAL
FORMS
MANUAL]
 5
ATENEO
LAW
3D
’08‐‘09
 4

WHEREAS,
DEVELOPER
is
a
corporation
engaged
in
the
development
of
agricultural,
commercial

and
industrial
lots
into
first
class
agricultural,
commercial
and
industrial
complexes;



WHEREAS,
 DEVELOPER
 has
 offered
 to
 LANDOWNERS
 and
 LANDOWNERS
 have
 accepted
 the

offer
 of
 DEVELOPER
 to
 develop
 the
 Property
 into
 a
 farm
 lot
 Project,
 hereinafter
 referred
 to
 as
 the

“Project”



WHEREAS,
LANDOWNERS
and
DEVELOPER
will
form
a
Joint
Venture
to
effectively
undertake
the

Project;



NOW,
 THEREFORE,
 for
 and
 in
 consideration
 of
 their
 mutual
 promises
 and
 covenants,
 Parties

agree
to
the
following
terms
and
conditions:



I.
 CONDITIONS
PRECEDENT



The
 perfection
 of
 this
 Agreement
 is
 pre‐conditioned
 on
 the
 following
 undertakings
 by
 the

LANDOWNERS:



1.1
 to
deliver
the
owner’s
copy
of
the
Property’s
Transfer
Certificate
of
Title
to
DEVELOPER,

accompanied
 by
 proof
 that
 it
 is
 free
 from
 all
 liens
 and
 encumbrances
 whatsoever,
 as

referred
to
in
clauses
II
and
IV
hereunder;



1.2
 to
deliver
any
certifications
or
documents
showing
the
exemption
of
the
Property
from

the
operation
of
the
Comprehensive
Agrarian
Reform
Program
(CARP);



1.3
 to
clear
the
Property
from
the
presence
of
tenants
or
occupants
therein
as
well
as
any

form
of
claims
involving
said
Property;



1.4
 to
 reconstitute
 the
 original
 copy
 of
 Transfer
 Certificate
 of
 Title
 of
 the
 Property
 on
 file

with
the
Registry
Deeds;



1.5
 to
 pay
 all
 real
 estate
 taxes
 due
 on
 the
 Property
 up
 to
 the
 last
 quarter
 prior
 to
 the

execution
of
this
Agreement;
and



1.6
 to
secure
authorization
from
the
Board
of
Directors
of
the
FIRSTLANDOWNER
to
enter

into
this
Agreement.



II.
 THE
PROPERTY



2.0
 The
 Property
 is
 composed
 of
 five
 hundred
 six
 thousand
 three
 hundred
 seventy

(506,370)
square
meters,
more
or
less,
covered
by
Transfer
Certificate
of
Title
No.
T‐276294
issued
by

the
Register
of
Deeds
of
Cavite
in
the
name
of
LANDOWNERS,
a
certified
true
copy
of
which
is
attached

hereto
as
Annex
“B”
and
made
an
integral
part
of
this
Agreement.





 
 

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2.1
 LANDOWNERS
 guarantee
 that
 the
 entire
 Property
 is
 an
 agricultural
 area,
 transferable,

and
free
from
all
liens
and
encumbrances
whatsoever.





III.
 CONTRIBUTION
OF
PROPERTIES
AND
DIVISION
OF
PROFITS





3.0
 Organization.

With
the
signing
of
this
Agreement,
the
parties
shall
form
a
Joint
Venture

with
 equity
 participation
 of
 SEVENTY
 FIVE
 PERCENT
 [75%]
 to
 DEVELOPER
 and
 TWENTY
 FIVE
 PERCENT

[25%]
to
LANDOWNERS.



The
parties
shall
contribute
to
the
Joint
Venture
the
following:



3.0.1
 LANDOWNERS
shall
contribute
the
Property;
and



3.0.2
 DEVELOPER
 shall
 contribute
 the
 development
 costs
 sufficient
 to
 develop
 the
 Property

into
a
Farm
Lot
Project.



3.1
 Division
 of
 Profits.

In
return
for
the
contribution
of
both
parties,
 LANDOWNERS
shall

be
allotted
Twenty
Five
Percent
[25%],
and
DEVELOPER
Seventy
Five
Percent
[75%],
of
the
net
profits
of

the
Joint
Venture.



3.2
 Computer
of
Net
Profits.

The
net
profits
earned
by
the
Joint
Venture
shall
be
computed

by
deducting
all
marketing
and
advertising
expenses,
commissions,
and
any
and
all
taxes
incurred
by
and

as
a
consequence
of
the
Joint
Venture.



DEVELOPER
may
advance
the
payment,
which
shall
then
be
considered
as
advances
made
on
its

part,
of
disturbance
compensation
to
the
legitimate
tenants
of
LANDOWNERS.

However,
said
amount

shall
be
deductible
from
the
latter’s
share
in
the
net
profit
of
the
Joint
Venture.



3.3
 Title
over
Saleable
and
Non‐saleable
Lots.

As
part
of
DEVELOPER’s
undertaking
in
the

development
 of
 the
 Property
 into
 a
 farm
 lot
 Project,
 the
 Joint
 Venture
 shall
 subdivide
 the
 Properties

into
saleable
lots.



Being
 the
 registered
 owners
 of
 the
 Property,
 LANDOWNERS,
 upon
 the
 execution
 of
 this

Agreement,
shall
execute
and
sign
a
Special
Power
of
Attorney
authorizing
the
duly
designated
Project

Director
to
offer,
negotiate,
enter
into,
execute
and
sign
any
and
all
documents,
contracts,
memoranda,

or
papers
transferring,
conveying,
ceding,
assigning
or
selling
any
or
all
part
of
the
developed
portion
of

the
Property,
to
be
known
as
the
saleable
farm
lots.



Correspondingly,
certificates
of
title
therein
shall
be
issued
in
the
names
of
the
buyers
upon
full

payment
 of
 the
 purchase
 price.
 Titles
 to
 all
 road
 lots,
 alleys,
 open
 spaces
 and
 other
 commonly
 used

areas
 shall,
 after
 the
 completion
 of
 the
 Project
 and
 at
 such
 time
 as
 agreed
 upon
 by
 the
 Parties,
 be

assigned
to
the
Municipal
Government
of
Gen.
Trias,
Cavite.



IV.
 UNDERTAKING
AND
WARRANTIES
OF
LANDOWNERS



 
 

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4.0
 LANDOWNERS
 warrant
 that
 they
 are
 the
 lawful,
 registered
 and
 true
 owner
 of
 the

Property,
that
the
Property
is
free
and
clear
from
any
and
all
liens,
encumbrances,
charges,
equities
and

claims
of
any
kind,
nature
and
description,
and
that
the
Property
is
not
covered
by
an
existing
lease
or

option
to
purchase,
lease
or
develop.



4.1
 LANDOWNERS
 shall
 cause
 the
 relocation
 survey
 of
 the
 Property
 to
 determine
 with

definiteness
the
metes
and
bounds
thereof.



4.2
 LANDOWNERS
 shall
contribute
the
Property
to
the
Joint
Venture.
LANDOWNERS
 shall

transfer,
consign,
and
convey
the
complete,
full
and
exclusive
possession,
control
and
management
of

the
Property
to
the
Joint
Venture.
LANDOWNERS
shall
likewise
guarantee
to
DEVELOPER
uninterrupted

physical
control
over
the
Property
and
secure
its
premises
against
unauthorized
persons.



4.3
 LANDOWNERS
undertake
to
free
the
Property
from
any
tenants
or
occupants
within
the

time
 set
 forth
 in
 clause
 I
 hereof.
 
 LANDOWNERS
 shall
 pay
 the
 tenants
 in
 the
 Property
 the
 necessary

disturbance
compensation.



4.4
 LANDOWNERS
shall
cause
the
annotation,
before
the
Register
of
Deeds
of
Cavite,
of
this

Agreement
at
the
back
of
the
title
of
the
Property.



4.5
 LANDOWNERS
 undertake
 to
 execute
 any
 and
 all
 documents
 necessary
 to
 obtain
 and

assist
 the
 DEVELOPER
 in
 the
 procurement
 of
 the
 pertinent
 permits,
 licenses
 and
 conversion,

reclassification
or
exemption
of
the
Property
for
the
implementation
of
the
Project
by
DEVELOPER.



4.6
 LANDOWNERS
 undertake
 not
 to
 sell,
 transfer,
 assign,
 mortgage
 or
 in
 any
 manner

dispose
of
a
portion
of
or
all
of
their
shares
in
the
Joint
Venture
or
in
the
net
saleable
lots,
without
first

offering
the
same
to
DEVELOPER.



V.
 UNDERTAKING
AND
WARRANTIES
OF
DEVELOPER



5.0
 DEVELOPER,
 as
 its
 contribution
 to
 the
 Joint
 Venture,
 shall
 develop
 the
 Property
 into

farm
lots.



5.1
 DEVELOPER
 shall
 prepare
 the
 plan
 for
 the
 development
 of
 the
 Property,
 including

detailed
 engineering
 studies
 and
 timetable
 for
 completion
 of
 each
 phase
 of
 the
 Project.
 
 The

development
plan
shall
include,
but
not
limited
to,
the
following:



a.
 main
road;

b.
 feeder
roads
leading
to
the
individual
lots;

c.
 uninterrupted
water
and
power
supply;

d.
 clubhouse;

e.
 nature
preserve;

f.
 man‐made
lakes;

g.
 access
plaza;
and

h.
 other
structural
amenities



 
 

 [LEGAL
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’08‐‘09
 7



5.2
 DEVELOPER
undertakes
to
complete
the
Project
within
a
period
of
three
(3)
years
from

the
commencement
of
construction,
which
may
be
mutually
extended
by
the
Parties.



The
Parties
may
shorten
the
period
of
three
(3)
years
for
the
construction
of
the
Project
upon

their
mutual
agreement,
should
the
Project
be
earlier
accomplished,
among
other
reasons.



5.3
 DEVELOPER
hereby
agrees
that
out
of
the
total
saleable
lots,
an
area
covering
three
(3)

hectares
 shall
 be
 conveyed
 to
 SECOND
 LANDOWNER
 at
 the
 prevailing
 selling
 price
 less
 20%,
 the

payment
thereof
shall
be
deducted
from
the
latter’s
share
in
the
net
profits
of
the
Joint
Venture.



5.4
 DEVLOPER
 shall
 assist
 the
 LANDOWNERS
 financially
 in
 freeing
 the
 Property
 from
 any

and
all
tenants
or
occupants.

As
such,
DEVELOPER
may
advance
the
amount
necessary
to
pay
the
said

tenants
the
agreed
disturbance
compensation
subject
to
clause
3.2,
second
paragraph.



5.5
 DEVELOPER
undertakes
not
to
sell,
transfer,
assign,
mortgage
or
in
any
manner
dispose

of
 its
 share
 in
 the
 Joint
 Venture
 or
 in
 the
 net
 saleable
 lots,
 without
 first
 offering
 the
 same
 to

LANDOWNERS.



VI.
 IMPLEMENTATION
AND
TERMINATION



6.0
 Supervision,
 Monitoring
 and
 Marketing
 of
 the
 Project.
 
 The
 implementation
 of
 the

Project
 shall
 be
 directed
 and
 supervised
 by
 the
 nominees
 delegated
 by
 the
 Parties
 in
 a
 seven‐man

Oversight
Committee,
which
shall
act
on
their
behalf
in
connection
with
the
Project.

Five
[5]
nominees

shall
be
appointed
by
DEVELOPER
and
two
[2]
by
LANDOWNERS.



A
Project
Director
shall
be
nominated
by
the
Committee.
All
the
expenses
incurred
in
the
hiring

of
a
Project
Director
as
well
as
in
the
marketing
and
promotion
of
the
Project
shall
be
deemed
part
of

operating
expenses
of
the
Joint
Venture.



6.1
 Collection
 and
 Management
 of
 Revenues.
 
 The
 Committee
 shall
 appoint
 a
 person
 or

persons
 who
 will
 oversee
 the
 collection,
 receipt,
 disbursement
 and
 management
 of
 the
 revenues

received
from
the
Project.

An
established
banking
institution
shall
be
nominated
and
approved
by
both

parties
with
which
the
collection
shall
be
deposited
and
maintained.



6.2
 Termination
 of
 Joint
 Venture.
 
 Two
 (2)
 years
 after
 the
 completion
 of
 the
 Project,
 the

sale
of
all
saleable
lots,
the
turn‐over
of
the
road
lots,
alleys
and
other
common
areas
to
the
Municipal

Government
of
Gen.
Trias,
Cavite,
and
the
final
accounting
of
the
total
collection
and
expenses,
the
Joint

Venture
shall
be
deemed
terminated.



In
the
event
that
the
Parties
wish
to
conclude
this
Agreement
prior
to
the
full
development
of

the
Property
and/or
sale
of
all
saleable
farm
lots,
the
Joint
Venture
shall
be
liquidated
and
the
remaining

unsold
lots
will
be
distributed
in
the
proportion
agreed
upon
herein.



6.3
 Non‐compliance
 of
 Conditions
 Precedent.
 
 If
 any
 of
 the
 conditions
 precedent

mentioned‐above
have
not
been
satisfied
as
soon
as
possible
from
the
signing
of
this
Agreement
and
in



 
 

 [LEGAL
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 5
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’08‐‘09
 8

any
event,
within
six
(6)
months
after
the
date
hereof
or
such
later
period
as
mutually
agreed
upon
by

the
parties,
this
Agreement
shall
have
no
effect
whatsoever.



Accordingly,
 DEVELOPER
 may
 choose
 to
 be
 reimbursed
 by
 LANDOWNERS
 of
 all
 expenses
 and

advances
already
incurred
by
reason
of
this
Agreement
either
in
cash,
with
interest
therefrom
at
twenty

one
 percent
 [21%]
 per
 annum,
 or
 in
 kind,
 with
 a
 portion
 of
 the
 Property
 chosen
 specifically
 by

DEVELOPER
valued
at
Php250.00
per
square
meter.



However,
should
DEVELOER
still
opt
to
continue
with
the
Project,
despite
the
delay
or
the
non‐
performance
of
any
of
the
conditions
precedent
herein
set
forth,
LANDOWNERS
shall,
after
DEVELOPER

signifies
its
intention
to
continue,
in
no
time
comply
with
the
above
conditions.

Should
LANDOWNERS

still
fail
to
perform
said
conditions,
DEVELOPER
shall
have
the
right
to
render
this
Agreement
ineffective.



The
immediately
preceding
provision
is
without
prejudice
to
the
right
of
DEVELOPER
to
perform

the
necessary
conditions
herein
set
forth,
however,
all
charges
and
expenses
incurred
as
a
consequence

thereof
shall
be
chargeable
in
full
to
LANDOWNERS.



VII.
 MISCELLANEOUS
PROVISIONS



7.0
 Termination
 of
 the
 Agreement.

This
Agreement
shall
continue
until
terminated
(i)
by

written
agreement
of
the
parties;
or
(ii)
by
the
sale
of
all
assets
and
distribution
of
all
profits
of
the
Joint

Venture
as
stated
in
clauses
6.2
and
6.3
hereof.

The
foregoing
shall
be
without
prejudice
to
the
right
of

the
parties
at
any
time
to
agree
on
other
mutually
satisfactory
arrangements
to
equitably
liquidate
any

remaining
undivided
interests
in
the
assets
of
the
Joint
Venture.



7.1
 Mutual
 Cooperation.
 
 The
 Parties
 shall
 perform
 all
 acts
 and
 execute
 and
 deliver
 all

documents
 or
 instruments
 required
 or
 necessary
 to
 fully
 implement
 or
 consummate
 the
 transactions

contemplated
by
and
the
intent
underlying
this
Agreement.



7.2
 Material
 Adverse
 Change.
 
 In
 the
 event
 that,
 at
 any
 time
 prior
 to
 the
 complete

performance
by
DEVELOPER
of
its
obligations
under
this
Agreement,
there
shall
occur
an
extraordinary

change
 in
 circumstances,
 including
 but
 not
 limited
 to,
 changes
 brought
 about
 by
 catastrophes
 and

calamities
 or
 material
 changes
 in
 the
 political
 and
 economic
 conditions
 of
 the
 country,
 adversely

affecting
 the
 construction
 and
 real
 estate
 development
 business
 in
 the
 country
 and
 the
 ability
 of

DEVELOPER
 to
 perform
 its
 obligations
 under
 this
 Agreement,
 and
 which
 change
 is
 of
 such
 nature
 or

magnitude
 as
 to
 manifestly
 beyond
 the
 contemplation
 of
 the
 parties
 when
 they
 entered
 into
 this

Agreement,
 then
 and
 in
 such
 event,
 the
 period
 fixed
 for
 DEVELOPER’s
 performance
 of
 its
 obligations

hereunder
shall
be
deemed
extended
for
such
period
and
under
such
terms
as
may
be
equitably
agreed

upon
 between
 the
 parties.
 
 The
 foregoing
 shall
 be
 without
 prejudice
 to
 the
 right
 of
 the
 parties
 to

negotiate
 in
 good
 faith
 for
 other
 mutually
 acceptable
 alternative
 arrangements
 with
 respect
 to
 the

subject
of
this
Agreement.



7.3
 Amendment,
Modifications,
or
Revision.

Neither
party
shall
amend,
modify,
change
or

in
any
way
alter
any
provisions
of
this
Agreement
absent
any
agreement
in
writing
to
this
effect.



7.4
 Entire
 Understanding.
 
 This
 Agreement,
 and
 the
 documents
 referred
 to
 herein
 or

executed
 concurrently
 herewith,
 constitute
 the
 entire
 understanding
 between
 the
 parties
 and



 
 

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 5
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’08‐‘09
 9

supersede
any
prior
understanding
or
agreement
with
regard
to
the
subject
matter
hereof.

There
are

no
representations,
agreements,
arrangements
or
understandings,
oral
or
written,
between
the
parties

hereto
relating
to
the
subject
matter
hereof
which
are
not
fully
expressed
herein.



7.5
 Expenses.
 
 All
 expenses
 incurred
 by
 or
 on
 behalf
 of
 each
 party,
 including
 all
 fees
 and

expenses
of
agents,
representatives,
counsels,
and
accountants
employed
by
them,
in
connection
with

the
 negotiation,
 preparation
 and
 execution
 of
 this
 Agreement
 shall
 be
 borne
 solely
 by
 the
 party
 who

shall
have
incurred
the
same,
and
the
other
party
shall
not
have
any
liability
in
respect
thereof.



7.6

 Assignment.

This
Agreement
shall
not
be
assignable
by
either
party
hereto
without
the

prior
 written
 consent
 of
 the
 other
 party,
 except
 that
 DEVELOPER
 may,
 upon
 written
 notice
 to

LANDOWNERS,
 assign
 its
 rights
 herein
 to
 any
 corporation
 or
 entity
 in
 which
 DEVELOPER
 beneficially

owns
at
least
51%
of
the
voting
stock.

Subject
to
the
foregoing
restriction,
all
the
terms
and
provisions

of
this
Agreement
shall
be
binding
upon
and
inure
to
the
benefit
of
and
be
enforceable
by
the
respective

successors
and
assigns
of
LANDOWNERS
and
DEVELOPER.



7.7
 No
 Assumption
 of
 Liability.
 
 The
 DEVELOPER
 shall
 not
 be
 held
 answerable
 for
 any

obligations
or
liabilities
of
the
LANDOWNERS
involving
the
Property
and
any
obligations
solely
for
the

account
or
due
to
the
acts
of
the
LANDOWNERS
relative
to
this
Agreement.



7.8
 Settlement
 of
 Disputes.
 
 All
 disputes,
 controversies
 or
 differences
 arising
 out
 of
 or
 in

connection
with
this
Agreement,
including,
without
limitation,
questions
of
interpretation
of
any
of
the

provisions
 of
 this
 Agreement,
 shall
 be
 amicably
 settled
 by
 mutual
 consultation
 within
 thirty
 [30]
 days

after
written
notice
thereof
has
been
given
by
the
complaining
party.



7.9
 Venue
 of
 Action
 and
 Attorney’s
 Fees.
 
 The
 venue
 of
 any
 action/s,
 arising
 out
 of
 or
 in

connection
 with
 this
 Agreement
 after
 consultation
 for
 amicably
 setting
 the
 dispute,
 controversy
 or

difference
of
the
parties,
shall
only
be
at
the
principal
place
of
business
of
DEVELOPER.

The
prevailing

party
 shall
 be
 entitled
 to
 reimbursement
 from
 the
 losing
 party
 of
 all
 costs,
 expenses,
 fees
 and
 other

charges
 incurred,
 including
 payment
 of
 attorney’s
 fees,
 in
 the
 prosecution
 or
 defense
 of
 such
 action,

which
shall
not
be
less
than
Fifty
Thousand
Pesos
(P50,000.00).



IN
 WITNESS
 WHEREOF,
 the
 Parties
 hereto
 have
 caused
 these
 presents
 to
 be
 signed
 and

executed
at
the
date
and
place
above‐stated.



First
Landowner:



RURAL
FARMING,
INC.

By:


LAURO
CELESTINO

President



Second
Landowner:



 
 

 [LEGAL
FORMS
MANUAL]
 6
ATENEO
LAW
3D
’08‐‘09
 0

EVA
CELESTINO

For
herself
and
as
Attorney‐In‐Fact
of


REGINA
SOPHIA,
MARIA
RAFAELA,
AURORA
LUZ

and
RUFINO,
all
surnamed
CELESTINO



Developer:




MANCON
BERHAD‐CBDC
JOINT
VENTURE
CORPORATION

By:


MARIO
A.
ORETA

President
and

Chief
Executive
Officer





Signed
in
the
Presence:



BERTA
BEN
 
 ARNOLD
MC
STEAMY



(ACKNOWLEDGMENT)






SAMPLE:
Simple
Loan
Agreement







LOAN
AGREEMENT



THIS
LOAN
AGREEMENT,
made
this
3rd
day
of
March,
2009,
by
and
between
SANTO
Realty
Inc.,

a
 corporation
 duly
 organized
 under
 the
 laws
 of
 the
 Philippines,
 with
 principal
 office
 at
 123
 Rockwell

Drive,
 Rockwell
 Center,
 Makati
 City,
 Philippines,
 represented
 by
 its
 President,
 Ernesto
 Pogito,

hereinafter
 referred
 to
 as
 BORROWER,
 and
 Miguel
 Ares,
 of
 legal
 age,
Filipino,
 and
 with
 residence
 and

postal
address
at
38
Maple
Drive,
Rockwell
Village,
Makati,
hereinafter
referred
to
as
the
LENDER.



WHEREAS,
Borrower
is
the
owner
of
certain
real
property
located
in
Antipolo,
Rizal,
on
which
it

is
constructing
an
office
building,
hereinafter
referred
to
as
the
BUILDING;



WHEREAS,
Borrower
is
the
owner
of
a
parcel
of
land
evidenced
by
Transfer
Certificate
of
Title

123456789
where
the
Building
will
be
constructed;



WHEREAS,
Lender
is
a
director
of
the
said
corporation;





 
 

 [LEGAL
FORMS
MANUAL]
 6
ATENEO
LAW
3D
’08‐‘09
 1

WHEREAS,
Borrower
wishes
to
borrow
certain
monies
from
Lender,
and
Lender
wishes
to
lend

certain
monies
to
Borrower,
in
order
for
Borrower
to
meet
certain
financial
obligations
with
respect
to

Borrower's
construction
of
the
Building



NOW,
THEREFORE,
in
consideration
of
the
mutual
convenants
and
promises
herein,
all
of
which

are
deemed
sufficient,
it
is
hereby
agreed
to
as
follows:



1.
Immediately
upon
the
full
execution
hereof,
Lender
shall
lend
to
Borrower
the
amount
of
Two

Million
 Pesos
 (P
 2,000,000.00)
 hereinafter
 referred
 to
 as
 the
 LOAN.
 The
 Loan
 shall
 be
 funded

immediately
upon
the
full
execution
hereof,
by
wire
transfer,
certified
check,
or
cash,
as
determined
in

the
sole
discretion
of
the
Borrower.



2.
The
interest
rate
on
the
outstanding
and
unpaid
principal
amount
of
the
Loan
shall
be
twelve

percent
(12%)
simple
interest,
as
calculated
on
an
annual
basis
assuming
a
365‐day
year.



3.
The
term
of
the
Loan
shall
be
twelve
(12)
months
in
length,
beginning
on
March
3,
2009
and

concluding
on
March
3,
2010
hereinafter
referred
to
as
the
TERM.



4.
The
Borrower
shall
make
payments
of
principal
and
interest
to
the
address
of
the
Lender
set

forth
hereinabove.
The
entire
outstanding
and
unpaid
principal
amount
of
the
Loan,
together
with
any

interest
and
penalties
thereon,
shall
be
due
and
payable
at
the
end
of
the
Term.

5.
 Borrower
 may
 prepay
 the
 Loan
 without
 premium
 or
 penalty
 at
 any
 time
 during
 the
 Term

upon
no
less
than
five
(5)
days
prior
notice
by
Borrower
to
Lender.



6.
All
other
points
not
specifically
agreed
herein
shall,
unless
in
conflict
therewith,
be
governed

by
the
provisions
of
the
New
Civil
Code.



IN
WITNESS
WHEREOF,
the
parties
have
hereunto
affixed
their
signatures
this
3rd
day
of
March,

2009,
at
Makati
City,
Philippines.




 


 

Ernesto
Pogito
 Miguel
Ares

Borrower
on
behalf
of
SANTO
Realty,
Inc.
 Lender





SIGNED
IN
THE
PRESENCE
OF:





 


 

Jonathan
Nepomuceno
 John
Paulo
Salvahan



(ACKNOWLEDGMENT)






SAMPLE:
Management
Contract
(Property)





 
 

 [LEGAL
FORMS
MANUAL]
 6
ATENEO
LAW
3D
’08‐‘09
 2





PROPERTY
MANAGEMENT
CONTRACT



KNOW
ALL
MEN
BY
THESE
PRESENTS:



This
 Agreement
 is
 entered
 by
 and
 between
 SANTO
 REALTY
 MANAGEMENT,
 INC.
 hereinafter

called
"AGENT,"
and
SANTO
PROPERTIES,
INC.,
hereinafter
called
"OWNER."



WITNESSETH:



That,
in
order
to
induce
the
AGENT
to
enter
into
this
agreement,
OWNER
hereby
represents
to

AGENT
that
it
is
the
OWNER
of
the
following
described
property:





Address
of
property:


 SANTO
One
Prime
Flats,
123
Shaw
Blvd.,
Mandaluyong
City,
Philippines



In
 consideration
 of
 this
 representation
 and
 the
 fees
 to
 be
 paid,
 AGENT
 agrees
 to
 act
 as

management
 AGENT
 with
 respect
 to
 this
 property,
 to
 use
 due
 diligence
 in
 the
 management
 of
 said

premises
upon
the
terms
herein
provided,
and
agrees
to
furnish
the
services
of
his
organization
for
the

renting,
leasing,
operating
and
managing
of
said
premises
subject
to
and
in
accordance
with
the
terms

and
provisions
set
forth
below.



I.
AGENT'S
COMPENSATION:



A.
 A
 monthly
 management
 fee
 shall
 be
 charged,
 f
 or
 this
 condominium
 property
 managed
 by

SANTO
 REALTY
 MANAGEMENT
 INC.,
 ten
 percent
 (10%)
 of
 the
 agreed
 collected
 monthly
 rent,
 but
 not

less
than
P5,000.00,
payable
on
the
first
day
of
each
month.



B.
OWNER
shall
deposit
with
AGENT
a
funding
deposit
of
P50,000.00
which
shall
be
deposited
to

OWNER's
 account
 to
 pay
 bills
 incurred
 on
 the
 property
 prior
 to
 commencement
 of
 the
 rental
 income

stream.



C.
 Any
 interest
 earned
 on
 any
 tenant's
 security
 deposit
 shall
 be
 retained
 by
 AGENT
 as
 an

additional
fee.



D.
 Any
 late
 charge,
 judicial
 fine,
 penalty,
 or
 multiple
 damage;
 or
 interest
 collected
 from
 the

tenant
shall
be
retained
by
AGENT
as
an
additional
fee.



E.
To
grant
the
AGENT
the
exclusive
right
to
sell,
should
said
property
be
placed
on
the
market

or
sold
during
the
period
of
this
Agreement,
or
within
6
months
after
its
termination,
the
AGENT
shall
be

considered
the
procuring
AGENT
and
entitled
to
6%
of
the
gross
sales
price
as
commission.



II.
 DISBURSEMENTS:
 AGENT
 shall
 pay
 OUT
 OF
 OWNER'S
 FUNDS
 AVAILABLE
 the
 following
 as
 they
 shall

accrue
and
in
the
order
here
set
out:





 
 

 [LEGAL
FORMS
MANUAL]
 6
ATENEO
LAW
3D
’08‐‘09
 3

A.
AGENT's
compensation,
as
set
forth
in
Paragraph
I.



B.
Such
advertising
and
utility
bills
(including
gas,
electric,
and
water),
necessary
repairs
and/or

charges
to
maintain
the
property,
and
cleaning
charges
as
shall
accrue
or
be
necessary
to
preserve
the

property
 during
 periods
 of
 vacancy
 or
 occupancy,
 or
 to
 put
 the
 property
 in
 a
 rentable
 condition
 after

vacated;
 or
 expenses
 to
 regain
 possession
 and/or
 to
 attempt
 to
 collect
 delinquent
 rent
 subject
 to
 the

provisions
set
forth
below;
or
necessary
professional
fees;
or
governmental
assessments.



C.
Proceeds
to
OWNER.
Tenancy
revenues,
refunds,
adjustments,
or
other
funds
due
OWNER.



D.
 IT
 IS
 EXPRESSLY
 AGREED
 THAT
 NOTHING
 HEREIN
 CONTAINED
 SHALL
 BE
 CONSTRUED
 AS

REQUIRING
AGENT
TO
ADVANCE
ANY
OF
ITS
OWN
MONIES
FOR
ANY
PURPOSE
WHATSOEVER.







IV.
GENERAL
PROVISIONS:



A.
 GRANT
 OF
 POWER.
 Subject
 to
 the
 limitations
 set
 out
 herein,
 OWNER
 grants
 AGENT
 full

power
and
authority
to
lease,
let,
rent
and
demise
the
real
property
described,
or
any
part
thereof,
in
its

own
name
as
AGENT
for
OWNER.
In
order
to
effectuate
the
same,
AGENT
may
enter
into
such
written

contracts
and/or
leases
as
AGENT
deems
necessary,
in
its
own
name
as
AGENT
for
OWNER.
AGENT
may

collect
and
receive
all
rents
arising
as
a
result
of
AGENT's
management
of
the
premises.
AGENT
may
use

such
 means
 as
 are
 ordinary
 and
 customary
 in
 collecting
 or
 attempting
 to
 collect
 any
 delinquent

accounts.
 AGENT
 may,
 at
 his
 discretion
 evict
 any
 tenant
 who
 violates
 any
 term
 of
 the
 lease.
 OWNER

hereby
 assigns
 to
 AGENT
 any
 and
 all
 delinquent
 rents
 which
 may
 accrue
 from
 any
 tenant
 for
 the

purpose
of
crediting
such
rents
to
OWNER's
operating
account
for
required
disbursement.



B.
COLLECTION
OF
RENT.
AGENT
shall
use
such
means
as
are
ordinary
and
customary
to
collect

or
 attempt
 to
 collect
 any
 rent
 from
 any
 tenant
 of
 the
 premises.
 In
 the
 event
 that
 legal
 action
 is

necessary
to
obtain
judgment
for
possession
of
the
premises,
delinquent
rent,
or
damages
upon
other

causes
 of
 action,
 AGENT
 is
 authorized
 to
 employ
 attorneys,
 to
 sue
 in
 its
 own
 name
 as
 AGENT
 for

OWNER,
 and
 to
 expend
 the
 sum
 of
 P20,000.00
 from
 OWNER's
 account
 for
 such
 purposes
 without

OWNER's
prior
permission.
Additionally,
AGENT
will,
when
requested
by
OWNER,
instigate
action,
legal

or
 otherwise,
 for
 the
 collection
 of
 rents
 which
 is
 beyond
 the
 discretion
 heretofore
 allowed
 to
 AGENT,

provided
such
action
is
considered
reasonable
by
the
AGENT.



AGENT
SHALL
NOT
BE
HELD
MONETARILY
RESPONSIBLE
FOR
ITS
INABILITY
TO
COLLECT
RENTS.

AGENT
SHALL
NOT
BE
HELD
RESPONSIBLE
FOR
ANY
EXPENSES
INCURRED
FOR
LEGAL
ACTION
INVOLVED

IN
 THE
 COLLECTION
 OF
 RENTS
 AND/OR
 THE
 EVICTION
 OF
 ANY
 TENANT
 AND/OR
 DAMAGES
 INCURRED

TO
THE
PROPERTY.
All
such
expenses
shall
be
paid
by
OWNER,
reimbursable
in
the
event
AGENT
is
able

to
collect
the
rents,
legal
fees,
or
damages
from
the
tenant.



C.
MAINTENANCE.
AGENT
shall
have
full
authority
to
perform
or
to
cause
to
be
performed
such

maintenance
 of
 the
 property
 as
 is
 reasonable
 and
 necessary
 for
 the
 safety
 of
 the
 tenants
 and
 the

preservation
of
the
property.





 
 

 [LEGAL
FORMS
MANUAL]
 6
ATENEO
LAW
3D
’08‐‘09
 4

AGENT
 may,
 at
 his
 sole
 discretion,
 install
 fire/smoke
 detectors,
 carbon
 monoxide
 detectors,

and/or
fire
extinguishers
on
the
property
at
OWNER's
expense.



In
 the
 event
 maintenance,
 repairs,
 or
 construction
 are
 required
 to
 be
 performed
 on
 the

property
in
excess
of
P50,000.00,
AGENT
shall
be
entitled
to
a
fee
of
ten
percent
(10%)
of
the
total
for

said
expenditures
for
the
supervision
of
same
per
incident.



D.
 DISCRETIONARY
 AUTHORITY.
 OWNER
 expressly
 grants
 AGENT
 full
 power
 and
 authority
 to

contract
and
pay
for
all
repairs
and
cleaning
costs,
not
exceeding
the
amount
of
P10,000.00,
which
in
its

discretion
it
deems
necessary
or
advisable
to
maintain;
or
put
the
premises
in
a
rentable
condition;
or
to

repair
 the
 same
 in
 the
 event
 of
 damage
 or
 destruction
 to
 the
 premises
 due
 to
 fire,
 windstorm,
 hail,

flood,
riot,
civil
commotion,
tenant
abuse,
or
other
causes
resulting
in
damage
to
the
premises,
all
out
of

the
OWNER's
funds
on
hand.
Should
the
estimate
or
contemplated
cost
exceed
the
funds
on
hand,
the

OWNER
shall
promptly
remit,
upon
AGENT's
request,
the
necessary
balance.



In
 an
 emergency,
 as
 determined
 in
 AGENT's
 discretion,
 the
 OWNER
 authorizes
 AGENT's

expenditure
 in
 excess
 of
 funds
 on
 hand
 (above
 the
 P10,000.00
 limit)
 without
 prior
 authorization.

OWNER
shall
thereafter
promptly
remit,
upon
AGENT's
request,
the
necessary
balance.



Failure
 of
 OWNER
 to
 remit
 balances
 described
 in
 this
 subparagraph
 shall
 result
 in
 AGENT's

reimbursement
therefor
from
subsequent
revenues
ordinarily
accruing
and
payable
to
the
OWNER.



E.
 INSURANCE
 COVERAGE.
 OWNER
 is
 obligated,
 at
 OWNER's
 expense,
 to
 keep
 the
 necessary

Fire
and
Extended
Coverage
and
Liability
Insurance
current
and
renewed.




F.
 LIABILITY
 OF
 AGENT.
 It
 is
 agreed
 that
 AGENT
 shall
 use
 reasonable
 and
 ordinary
 care
 in
 the

selection
 of
 tenants
 and
 all
 other
 acts
 assigned
 for
 performance
 by
 this
 Agreement.
 When
 any
 act
 is

required
of
the
AGENT,
it
shall
be
done
in
the
ordinary
course
of
the
AGENT's
business.



G.
ACCOUNTING
FOR
FUNDS.
The
AGENT
shall
furnish
OWNER
a
monthly
accounting
statement

showing
the
receipts
and
expenditures
with
respect
to
the
premises,
plus
OWNER's
monthly
proceeds.



The
AGENT
shall
furnish
a
final
accounting
upon
the
termination
of
this
agreement
within
thirty

(30)
days
from
the
date
of
a
written
request
of
management
termination.



H.
SECURITY
AND
DAMAGE
DEPOSITS.
All
security
and
damage
deposits
shall
be
returned
to
the

tenant
 by
 the
 AGENT
 when
 the
 tenant
 vacates
 the
 premises,
 subject
 to
 AGENT's
 determination,

consistent
with
Philippine
law,
whether
the
tenant
has
damaged
the
property
in
excess
of
ordinary
wear

and
tear,
with
the
exception
of
accrued
interest.



The
 AGENT
 shall
 properly
 account
 for
 sums
 retained
 for
 the
 purpose
 of
 off‐setting
 OWNER's

expenses
for
unpaid
rent,
utilities,
cleaning
charges
or
repairs.




 In
the
event
litigation
shall
occur
concerning
security
deposits,
the
AGENT
shall
defend
the
same

in
its
own
name
as
AGENT
for
the
OWNER
and
at
the
OWNER's
expense.





 
 

 [LEGAL
FORMS
MANUAL]
 6
ATENEO
LAW
3D
’08‐‘09
 5

Should
AGENT
and
OWNER
disagree
on
the
amount
of
security
deposit
that
the
AGENT
intends

to
refund
the
tenant,
the
AGENT
may
forward
the
full
amount,
less
interest,
to
the
OWNER
within
five

(5)
 days
 notice
 of
 dispute.
 As
 of
 mailing,
 the
 AGENT
 shall
 have
 no
 further
 obligation
 or
 liability

whatsoever
concerning
the
security
deposit
to
any
person
or
entity
and
the
OWNER
shall
hold
AGENT

harmless
there
from.

Should
 this
 Agreement
 terminate
 while
 an
 existing
 tenant's
 security
 deposit
 is
 in
 the
 AGENT's

possession,
 the
 AGENT
 shall
 forward
 that
 amount
 in
 full,
 less
 interest,
 to
 the
 OWNER
 within
 ten
 (10)

working
days.
As
of
mailing,
AGENT
shall
have
no
further
obligation
or
liability
whatsoever
concerning

the
security
deposit
to
any
person
or
entity;
the
OWNER
shall
hold
AGENT
harmless
therefrom.



I.
 TERMINATION.
 This
 agreement
 may
 be
 terminated
 by
 either
 party
 upon
 sixty
 (60)
 day's

written
 notice.
 If
 so
 terminated,
 the
 OWNER
 shall
 retake
 possession
 of
 the
 premises,
 subject
 to
 the

rights
of
any
tenant
rightfully
in
possession.
OWNER's
proceeds
shall
be
distributed
by
the
AGENT
thirty

(30)
days
after
termination,
unless
outstanding
AGENT
or
third‐party
obligations
remain,
in
which
case

distribution
shall
be
accomplished
immediately
after
such
last
obligation
is
satisfied.



J.
PARTIAL
WAIVER
OR
ACQUIESCENCE
NO
BAR.
AGENT's
waiver,
forbearance,
or
acquiescence

of
 any
 of
 its
 rights
 or
 remedies,
 in
 whole
 or
 in
 part,
 shall
 not
 serve
 to
 waive,
 bar,
 or
 compromise
 any

contemporaneous
or
subsequent
right
or
remedy.



K.
WHOLE
AGREEMENT.
This
writing
embodies
the
entire
agreement
between
the
parties
and
is

not
based
upon
any
other
representation
whatsoever,
expressed
or
implied,
except
as
herein
contained.

The
Agreement
cannot
be
modified
except
in
writing
and
agreed
to
by
the
parties.



L.
 EFFECTIVE
 DATE.
 Management
 by
 AGENT
 shall
 be
 effective
 on
 5
 January
 2009
 and
 shall
 be

effective
 for
 a
 period
 of
 one
 year
 or
 ending
 on
 5
 January
 2010.This
 agreement
 shall
 automatically
 be

renewed
 for
 additional
 one
 year
 periods
 from
 the
 end
 date
 stated
 as
 its
 ending
 date
 unless
 written

notice
of
its
non‐renewal
is
given.



IN
WITNESS
WHEREOF,
the
parties
hereto
have
hereunto
set
their
hands
this
4th
day
of
January

2009
at
the
City
of
Makati,
Philippines.




 


 

MA.
ANGELA
AGUINALDO
 JONATHAN
FRANCIS
NEPOMUCENO

President
 President


SANTO
REALTY
MANAGEMENT
INC.
 
SANTO
PROPERTIES
INC.



WITNESSES:


DINGDONG
DANTES
 PAPA
PIOLO
PASCUAL


(ACKNOWLEGMENT)







 
 

 [LEGAL
FORMS
MANUAL]
 6
ATENEO
LAW
3D
’08‐‘09
 6


SAMPLE:
Pledge
Agreement





PLEDGE
AGREEMENT



KNOW
ALL
MEN
BY
THESE
PRESENTS:



THIS
PLEDGE
AGREEMENT
is
dated
March
29,
2002
(this
Agreement).



BETWEEN:



(1) Guadalupe
 Nuevo,
 Filipino,
 of
 legal
 age,
 widow
 and
 residing
 at
 1
 Maalindog
 Street,
 Maasin,

Southern
Leyte,
(the
“Pledgor”)

(2) Meandred
 Zobel
 de
 Ayala,
 Filipino,
 of
 legal
 age,
 single
 and
 residing
 at
 1
 Arlegui
 Street,
 San

Miguel,
Manila,
(the
“Pledgee”)



WHEREAS:



The
Pledgor
owes
the
Pledgee
by
way
of
promissory
note
the
amount
of
One
Hundred
Thousand

Pesos
(P100,000.00)
with
12%
compounded
interest
per
annum
payable
on
December
31,
2002,
and
has

offered
 and
 agreed
 to
 secure
 the
 repayment
 of
 said
 loan,
 the
 interests
 accruing
 thereon,
 the
 costs
 of

collecting
the
same,
the
costs
and
charges
of
keeping
the
pledged
property
and
all
other
expenditures

which
may
be
incurred
in
connection
herewith,
by
means
of
a
good
and
valid
first
pledge
of
jewelries.



NOW,
 THEREFORE,
 in
 consideration
 of
 the
 foregoing,
 and
 for
 other
 good
 and
 valuable

consideration
the
receipt
and
sufficiency
of
which
is
hereby
acknowledged,
the
parties
hereby
agree
as

follows:



1. Pledgor
 hereby
 pledges,
 assigns,
 transfers,
 delivers,
 sets
 over
 and
 grants
 to
 the
 Pledgee
 as

security
for
the
timely
payment
and
discharge
of
the
loan,
a
continuing
security
interest
of
first

priority
 in
 all
 of
 such
 pledgor’s
 right,
 title
 and
 interest
 in
 and
 to
 the
 Pledged
 jewelries,
 which

pledgor
 owns
 for
 the
 purpose
 of
 perfecting
 the
 security
 over
 the
 Pledged
 jewelries
 in

accordance
 with
 all
 legal
 requirements,
 the
 Pledgor,
 having
 the
 free
 disposal
 thereof,
 shall

deliver
to
the
Pledgee:



1
set
of
Diamond
jewelries
laden
in
gold
worth
One
Hundred
Thousand
Pesos

(Pledged
jewelry)



2. The
rights
of
the
Pledgee
are
as
follows:

a. She
has
the
right
to
reimbursement
of
the
expenses
for
its
preservation.

b. She
 has
 the
 right
 to
 bring
 actions
 which
 pertain
 to
 the
 owner
 of
 the
 thing
 pledged
 in

order
to
recover
it
from,
or
defend
it
against
third
persons.

c. She
has
the
right
to
possess
and
use
the
Pledged
jewelries.

d. She
 has
 the
 right
 to
 bid
 at
 the
 public
 auction
 and
 if
 she
 is
 the
 only
 bidder,
 she
 will
 be

given
the
right
to
appropriate
the
thing
for
failure
to
sell
on
two
public
auction
sales.



3. The
obligations
of
the
Pledgee
are
as
follows:



 
 

 [LEGAL
FORMS
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ATENEO
LAW
3D
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a. She
 must
 take
 care
 of
 the
 Pledged
 jewelries
 with
 the
 diligence
 of
 a
 good
 father
 of
 a

family
otherwise
she
will
be
liable
for
its
loss
or
deterioration.


b. She
must
not
deposit
the
Pledged
jewelries
to
a
third
person
without
the
consent
of
the

pledgor.

c. She
 must
 inform
 the
 pledgor
 on
 the
 effect
 of
 the
 auction
 sale
 whether
 the
 proceeds

were
enough
to
cover
the
principal
obligation.

d. She
 has
 the
 duty
 to
 return
 the
 excess
 of
 the
 proceeds
 from
 the
 auction
 sale
 to
 the

pledgor.




4. The
rights
of
the
Pledgor
are
as
follows:

a. The
ownership
of
the
Pledged
jewelries
remains
with
the
pledgor.


b. She
has
the
right
of
choice
as
to
which
of
the
Pledged
jewelries
must
be
sold
in
a
public

auction.


c. She
has
the
right
to
bid
at
the
public
auction
and
will
be
given
preference
of
buying
the

Pledged
jewelries
if
she
is
one
of
the
several
highest
bidders
offering
the
same
terms.



5. It
is
the
obligation
of
the
Pledgor,
who
knowing
the
flaws
on
the
Pledged
jewelries,
to
advise
the

Pledgee
 of
 the
 same
 and
 she
 will
 be
 liable
 to
 the
 latter
 for
 damages
 which
 she
 may
 suffer
 by

reason
thereof.



6. The
Pledged
jewelries
can
be
alienated
by
the
Pledgor
with
the
consent
of
the
Pledgee
subject

to
the
terms
of
this
pledge.
Such
ownership
of
the
Pledged
jewelries
will
only
be
transmitted
to

the
vendee
as
soon
as
the
Pledgee
consents
to
such
alienation
but
the
latter
shall
continue
in

possession.




7. When
 the
 Pledgor
 is
 unable
 to
 comply
 with
 his
 obligation
 when
 it
 becomes
 due
 and

demandable,
the
Pledgee
has
the
right
of
retention
and
the
right
to
sell
the
Pledged
jewelries
in

a
public
auction
complying
with
Article
2112
of
the
New
Civil
Code.



8. This
agreement
constituted
will
be
extinguished
upon
the
fulfillment
of
the
principal
obligation

and
the
Pledged
jewelries
must
be
returned
to
the
Pledgor
in
such
event.




IN
 WITNESS
 WHEREOF,
 the
 Pledgee
 and
 the
 Pledgor
 have
 caused
 this
 Agreement
 to
 be

executed
and
delivered
as
a
deed
as
of
the
day
and
year
first
above
written.






Guadalupe
Nuevo
 
 
 
 



Meandred
Zobel
de
Ayala







Pledgor
 
 
 
 
 
 







Pledgee



Signed
in
the
presence
of:





Azenith
O.
Viojan
 
 
 
 
 Mildred
Joy
P.
Que





(ACKNOWLEDGMENT)





 
 

 [LEGAL
FORMS
MANUAL]
 6
ATENEO
LAW
3D
’08‐‘09
 8






SAMPLE:
Stock
Pledge
Agreement







STOCK
PLEDGE
AGREEMENT




 


 THIS
STOCK
PLEDGE
AGREEMENT
(the
"STOCK
PLEDGE
AGREEMENT")
is
entered
into
as
of
25

February
 2009,
 by
 and
 between
 SANTO
 REALTY
 INC.,
 a
 Philippine
 corporation,
 as
 pledge
 holder

("PLEDGE
 HOLDER")
 for
 SANTO
 ENTERPRISES,
 INC.,
 a
 Philippine
 corporation
 ("PLEDGEE"),
 and
 LEWIS

HAMILTON
("PLEDGOR").







RECITALS




 WHEREAS,
Pledgor
has
deposited
with
the
Pledge
Holder
and
has
pledged
to
the
Pledgee
as

collateral
security
for
the
payment
and
full,
faithful,
true,
and
exact
performance
and
observance
of
all

of
 the
 covenants
 and
 conditions
 of
 a
 certain
 Promissory
 Note
 dated
 20
 February
 2009
 in
 the
 original

principal
 amount
 of
 P1,000,000.00
 (the
 "NOTE"),
 1,000
 shares
 of
 Class
 A
 Common
 Stock
 of
 Pledgee,

represented
by
Stock
Certificate
Number
A5.



AGREEMENT




 NOW,
 THEREFORE,
 in
 consideration
 of
 the
 premises
 set
 forth
 above
 and
 other
 good
 and

valuable
 consideration,
 the
 receipt
 of
 which
 is
 hereby
 acknowledged,
 the
 parties
 hereto
 agree
 to

execute
this
Stock
Pledge
Agreement
as
follows:




 1.
Pledgor
agrees
that
it
is
the
intent
of
Pledgor
and
Pledgee
that
the
fair
market
value
of
the

Collateral
 equal
 not
 less
 than
 total
 principal
 and
 accrued
 interest
 owed
 pursuant
 to
 the
 Note
 (the

"TOTAL
OBLIGATIONS")
throughout
the
term
of
the
Note.
If,
at
anytime
during
the
term
of
the
Note,
the

fair
 market
 value
 of
 the
 Collateral
 drops
 below
 the
 Total
 Obligations,
 then
 Pledgor
 shall
 immediately

grant
 to
 Pledgee
 a
 security
 interest
 in
 other
 assets
 of
 Pledgor
 acceptable
 to
 Pledgee
 and
 sufficient
 in

value
to
bring
the
total
fair
market
value
of
all
the
Collateral
up
to
the
Total
Obligations.




 2.
Pledgor,
upon
any
default
of
the
Pledgor
in
the
prompt
payment
or
due
performance
of
any

of
the
obligations
mentioned
in
said
Note,
hereby
authorizes
and
empowers
Pledge
Holder
on
behalf
of

Pledgee,
 at
 its
 option
 and
 without
 notice
 to
 Pledgor,
 except
 as
 specifically
 herein
 provided,
 to
 collect,

sell,
assign,
and
deliver,
the
whole
or
any
part
of
the
Collateral,
or
any
substitute
therefor
or
addition

thereto,
at
public
or
private
sale,
for
cash,
upon
credit,
or
for
future
delivery,
without
the
necessity
of

the
Collateral
being
present
at
any
such
sale,
or
in
view
of
prospective
purchasers
thereof,
and
without

any
 presentment,
 demand
 for
 performance,
 protest,
 notice
 of
 protest,
 or
 notice
 of
 dishonor,
 or

advertisement,
any
such
demand
or
advertisement
being
expressly
waived.





 
 

 [LEGAL
FORMS
MANUAL]
 6
ATENEO
LAW
3D
’08‐‘09
 9


 3.
 In
 case
 of
 any
 such
 sale
 or
 disposal,
 the
 proceeds
 thereof
 shall
 first
 be
 applied
 to
 the

payment
of
the
expenses
of
such
sale,
commissions,
attorneys'
fees,
and
all
charges
paid
or
incurred
by

Pledge
Holder
and
Pledgee
pertaining
to
said
sale,
including
any
taxes
or
other
charges
imposed
by
law

upon
 the
 Collateral
 and/or
 the
 owning,
 holding,
 or
 transferring
 thereof;
 secondly,
 to
 pay,
 satisfy,
 and

discharge
the
duties
and
obligations
of
Pledgor
as
set
forth
in
said
Note,
and
thirdly,
to
pay
the
surplus,

if
any,
to
Pledgor.




 4.
In
case
of
any
such
sale
by
Pledgee
or
all
or
any
of
said
Collateral
on
credit,
or
for
future

delivery,
such
property
so
sold
may
be
retained
by
Pledgee
or
the
Pledge
Holder
until
the
selling
price
is

paid
by
the
purchaser.
The
Pledge
Holder
and/or
Pledgee
shall
incur
no
liability
in
case
of
the
failure
of

the
purchaser
to
take
up
and
pay
for
the
property
so
sold.
In
case
of
any
such
failure,
the
said
Collateral

may
be
again,
from
time
to
time,
sold.




 5.
Notwithstanding
any
other
provision
of
this
Stock
Pledge
Agreement,
Pledgor
shall
have
the

right
to
vote
the
Collateral
during
the
term
of
this
Stock
Pledge
Agreement
unless
Pledgor
defaults
on

the‐prompt
performance
of
its
obligations
under
the
terms
of
the
Note,
in
which
case
the
right
to
vote

the
Collateral
shall
vest
in
the
Pledgee.




 6.
 Any
 stock
 rights,
 and
 rights
 to
 subscribe,
 dividends
 paid
 in
 stock,
 new
 securities,
 or
 other

property,
which
Pledgor
may
hereafter
become
entitled
to
receive
on
account
of
the
Collateral,
shall
be

and
become
a
part
of
the
Collateral,
and
in
the
event
that
Pledgor
shall
receive
any
such
property,
it
will

immediately
 deliver
 it
 to
 the
 Pledge
 Holder
 to
 be
 held
 by
 it
 in
 the‐same
 manner
 as
 the
 Collateral

originally
pledged
hereunder.




 7.
The
Pledgor
hereby
irrevocably
appoints
Pledge
Holder
as
its
true
and
lawful
attorney
for

purposes
of
this
Stock
Pledge
Agreement,
only
until
such
time
as
this
Stock
Pledge
Agreement
shall
be

cancelled
 by
 payment
 of
 the
 Note
 or
 as
 herein
 provided,
 in
 order
 to
 transfer
 the
 shares
 of
 stock

deposited
herewith
as
the
Collateral
and
has
executed
an
Assignment
Separate
From
Certificate
in
order

to
effect
the
same,
and
to
take
any
and
all
actions
authorized
and
provided
for
herein.




 8.
In
case
of
any
adverse
claims
in
respect
to
the
Collateral
or
any
portions
thereof,
arising
out

of
 any
 act
 done
 or
 suffered
 by
 Pledgor,
 the
 Pledgor
 promises
 and
 agrees
 to
 hold
 harmless
 and
 to

indemnify
 Pledgee
 from
 and
 against
 any
 losses,
 liabilities,
 damages,
 expenses,
 costs,
 and
 reasonable

attorneys'
fees
incurred
in
or
about
defending,
protecting,
or
prosecuting
the
security
interests
hereby

created.




 9.
 Pledgor
 agrees
 to
 pay,
 prior
 to
 delinquency,
 all
 taxes,
 liens,
 and
 assessments
 against
 the

Collateral,
and
upon
its
failure
to
do
so,
Pledgee,
at
its
option,
may
pay
any
of
them,
and
shall
be
the

sole
judge
of
the
legality
or
validity
thereof
and
the
amount
necessary
to
discharge
same.




 10.
Any
forbearance
or
failure
or
delay
by
Pledgee
in
exercising
any
right,
power,
or
remedy

hereunder
shall
not
be
deemed
to
be
a
waiver
of
such
right,
power,
or
remedy,
and
any
single
or
partial

exercise
of
any
right,
power,
or
remedy
of
Pledgee
shall
continue
in
full
force
and
effect
until
such
right,

power,
or
remedy
is
specifically
waived
by
an
instrument
in
writing
executed
by
Pledgee.




 11.
The
Pledgee
has
the
right
to
declare
the
Note
delivered
to
Pledgee
by
Pledgor
which
this

pledge
secures
immediately
due
and
payable
upon
any
sale,
transfer,
conveyance,
or
alienation
of
any
of



 
 

 [LEGAL
FORMS
MANUAL]
 7
ATENEO
LAW
3D
’08‐‘09
 0

the
 Collateral
 by
 Pledgor
 during
 its
 lifetime,
 or,
 upon
 the
 death
 of
 Pledgor,
 by
 the
 estate
 or
 legal

representative
of
Pledgor.
Upon
payment
of
the
unpaid
balance
and
all
interest
accrued
thereon
of
said

Note,
said
Note
shall
be
deemed
fully
performed
and
satisfied
and
this
Stock
Pledge
Agreement
shall
be

cancelled
and
of
no
further
force
and
effect.




 12.
 When
 said
 Note
 shall
 have
 been
 fully
 performed
 and
 satisfied
 and
 Pledgee
 shall
 have

received
from
Pledgor
payment
in
full
of
the
Note,
then,
and
only
then,
when
the
foregoing
shall
have

occurred,
this
Stock
Pledge
Agreement
shall
be
cancelled
and
of
no
further
force
and
effect,
and
Pledge

Holder
shall
thereupon
deliver
to
Pledgor
the
Collateral
free
and
clear
of
the
lien
of
this
pledge.




 13.
All
provisions
of
law,
in
equity,
and
by
statute
providing
for,
relating
to,
or
pertaining
to

pledges
and
the
sale
of
pledged
property,
or
which
prescribe,
prohibit,
limit,
or
restrict
the
right
to,
or

conditions,
notice
or
manner
of
sale,
together
with
all
limitations
of
law,
in
equity
or
by
statute
on
the

right
of
attachment
in
the
case
of
secured
obligations,
are
hereby
expressly
waived
by
Pledgor.




 14.
Pledgor
and
Pledgee
agree
to
and
do
hereby
indemnify
and
hold
Pledge
Holder
harmless

against
any
and
all
losses
damages,
claims,
and
expenses,
including
reasonable
attorneys'
fees,
that
may

be
incurred
by
it
by
reason
of
its
compliance
with
the
terms
hereof.




 15.
 This
 Stock
 Pledge
 Agreement,
 and
 all
 of
 the
 rights
 and
 duties
 in
 connection
 therewith,

shall
be
governed
by
the
laws
of
the
Philippines.




 16.
 Any
 notice
 or
 demand
 to
 be
 given
 hereunder
 shall
 be
 in
 writing
 and
 shall
 be
 served

personally
or
by
registered
mail.
If
served
by
registered
mail,
it
shall
be
deemed
given
or
made
three
(3)

days
after
the
deposit
thereof
in
the
Philippine
Postal
mail,
postage
prepaid.
Any
notice
or
demand
shall

be
given
at
the
address
set
forth
in
the
Note.




 17.
This
Stock
Pledge
Agreement
and
all
of
its
terms
and
provisions
shall
be
binding
upon
the

heirs,
successors,
transferees
and
assigns
of
each
of
the
parties
hereto.




 18.
 This
 Amended
 and
 Restated
 Stock
 Pledge
 Agreement
 is
 effective
 as
 of
 the
 date
 first
 set

forth
above.



IN
 WITNESS
 WHEREOF,
 the
 parties
 hereto
 have
 hereunto
 set
 their
 hands
 this
 25th
 day
 of

February
2009
at
the
City
of
Makati,
Philippines.



Pledgor:






___________________________


 Lewis
Hamilton





Pledgee:





___________________________



 
 

 [LEGAL
FORMS
MANUAL]
 7
ATENEO
LAW
3D
’08‐‘09
 1




Jonathan
Nepomuceno


 President




SANTO
ENTERPRISES
INC.





Pledge
Holder:





___________________________








Ma.
Angela
Aguinaldo







Chief
Financial
Officer







SANTO
REALTY
INC.







Witnesses:



____________________________
 
 
 ____________________________




Ryan
Christopher
Teehankee
 
 
 







Jon
Paulo
V.
Salvahan


(ACKNOWLEGMENT)






SAMPLE:
Deed
of
Sale
(With
Pacto
de
Retro)




DEED
OF
SALE
WITH
PACTO
DE
RETRO





KNOW
ALL
MEN
BY
THESE
PRESENTS:




 This
DEED
OF
SALE
WITH
PACTO
DE
RETRO
made
and
executed
by
and
between:





GUDALUPE
NUEVO,
Filipino,
of
legal
age,
widow,
with
residence
and
post‐office
address

at
1
Maalindog
Street
Maasin
Southern
Leyte,
hereinafter
called
the
“SELLER”,



‐
and
‐



MEANDRED
 ZOBEL
 DE
 AYALA,
 Filipino,
 of
 legal
 age,
 single,
 with
 residence
 and
 post‐
office
address
at
No.
1
Arlegui
Street,
Quiapo,
Manila,
hereinafter
called
the
“BUYER”.





‐W
I
T
N
E
S
S
E
T
H‐





 
 

 [LEGAL
FORMS
MANUAL]
 7
ATENEO
LAW
3D
’08‐‘09
 2


 That
 the
 SELLER
 is
 the
 absolute
 owner
 of
 a
 certain
 parcel
 of
 land
 with
 all
 the
 buildings
 and

improvements
thereon,
situated
at
1
Maalindog
Street,
Maasin,
Southern
Leyte,
and
more
particularly

described
as
follows,
to
wit:



“A
parcel
of
land
described
on
plan
Psu‐36331
and
LRC
Rec
No.
16019,
situated
in
the

Municipality
of
Maasin,
Province
of
Southern
Leyte.
Bounded
on
the
NE.,
pts.
3
to
4
by

Road
Lot
3,
on
the
SE.,
pts
4
to
1
by
Lot
19m
on
the
SW.,
pts
1
to
2
by
lot
18,
and
on
the

NW.,
 pts
 2
 to
 3
 by
 Lot
 15,
 all
 of
 the
 subdivision
 plan
 xx
 xxx
 containing
 an
 are
 of
 TWO

HUNDRED
SIXTEEN
(216)
SQUARE
METERS,
more
or
less…”



her
title
thereto
being
evidenced
by
Transfer
 Certificate
 of
 Title
 No.
 123456
issued
by
the
Register
of

Deeds
of
Maasin,
Southern
Leyte;




 That
 the
 SELLER,
 for
 and
 in
 consideration
 of
 the
 sum
 of
 FIVE
 HUNDRED
 THOUSAND
 PESOS

(P500,000),
Philippine
currency,
to
her
in
hand
paid
and
receipt
whereof
is
hereby
acknowledged
does

hereby
 SELL,
 TRANSFER,
 and
 CONVEY,
 under
 PACTO
 DE
 RETRO
 unto
 the
 said
 BUYER,
 her
 heirs
 and

assigns,
 the
 above‐described
 property
 with
 all
 the
 buildings
 and
 improvements
 thereon,
 free
 from
 all

liens
and
encumbrances
whatsoever;




 That
 the
 SELLER,
 in
 executing
 this
 conveyance,
 hereby
 reserves
 the
 right
 to
 REPURCHASE,
 and

the
 BUYER,
 in
 accepting
 the
 same,
 hereby
 obligates
 herself
 to
 RESELL,
 the
 property
 herein
 conveyed

within
a
period
of
five
(5)
years
from
and
after
the
date
of
this
instrument,
for
the
same
price
of
FIVE

HUNDRED
THOUSAND
PESOS
(P500,000),
Philippine
currency:
Provided
however,
that
if
the
SELLER
shall

fail
 to
 exercise
 her
 right
 to
 repurchase
 as
 herein
 granted
 within
 the
 period
 stipulated,
 then
 this

conveyance
shall
become
absolute
and
irrevocable,
without
the
necessity
of
drawing
up
a
new
deed
of

absolute
 sale,
 subject
 to
 the
 requirements
 of
 the
 law
 regarding
 consolidation
 of
 ownership
 of
 real

property.



IN
WITNESS
WHEREOF,
the
parties
hereto
have
hereunto
set
their
hands
this
29th
day
of
March

2003
in
Manila,
Philippines.





GUADALUPE
NUEVO
 
 
 




MEANDRED
ZOBEL
DE
AYALA


 







SELLER
 
 
 
 
 






BUYER





Signed
in
the
presence
of:











AZENITH
O.
VIOJAN

 
 
 
MILDRED
JOY
P.
QUE





(ACKNOWLEDGEMENT)










SAMPLE:
Deed
of
Absolute
Sale



 
 

 [LEGAL
FORMS
MANUAL]
 7
ATENEO
LAW
3D
’08‐‘09
 3





DEED
OF
ABSOLUTE
SALE



KNOW
ALL
MEN
BY
THESE
PRESENTS:



I,
Juan
G.
Dela
Cruz,
of
legal
age,
married
to
Maria
C.
Dela
Cruz,
Filipino
citizen,
and
a
resident
of

21
 Esteban
 Abada
 St.,
 Loyola
 Heights,
 Quezon
 City,
 in
 consideration
 of
 the
 sum
 of
 Four
 Million
 Five

Hundred
Sixty
Thousand
Pesos
(P4,560,000.00),
to
me
in
hand
paid
by
Mario
C.
Feliciano,
of
legal
age,

married
to
Belen
P.
Feliciano,
Filipino
citizen,
and
resident
of
129
J.P.Rizal
St.,
Project
4,
Quezon
City,
do

hereby
 sell
 and
 convey
 unto
 said
 Mario
 C.
 Feliciano,
 his
 heirs
 and
 assigns,
 a
 parcel
 of
 land
 with
 the

improvements
thereof
situated
in
Antipolo,
Rizal,
and
more
particularly
described
as
follows:



A
PARCEL
OF
LAND
(Lot
20
Blk
54
of
consolidation
subdivision
plan
(LRC)

Pcs‐13265,
 being
 a
 portion
 of
 the
 consolidation
 of
 Lots
 4751‐A
 and

4751‐B
(LRC)
Psd‐50533,

Lot
3,
Psd‐100703,
Lot
1,
Psd‐150980,
LRC
Rec.

Nos.
 Nos.
 N‐27024,
 51768,
 89632,
 N‐11782,
 N‐13466,
 and
 21071

situated
 in
 Municipality
 of
Antipolo,

Province
of
Rizal,
Island
of
Luzon.

Bounded
 on
 NE.,
 point
 4
 to
 1
 by
 Road
 Lot
 22,
 on...to
 the
 point
 of

beginning;
containing
an
area
of
(2,275)square
meters
more
or
less."



of
which
I
am
the
registered
owner
in
accordance
with
the
Land
Registration
Act,
as
amended,
my
title

thereto
 being
 evidenced
 by
 Original/Transfer
 Certificate
 of
 Title
 No.
 12345
 issued
 by
 the
 Register
 of

Deeds
of
Antipolo,
Rizal.



IN
WITNESS
WHEREOF,
I
have
hereunto
signed
these
presents
at
the
Quezon
City
this
4th
day
of

April,
2009.




 
 
 
 
 
 


 
 Juan
G.
Dela
Cruz
 
 
 Mario
C.
Feliciano


 
 Seller
 
 
 Buyer



With
Marital
Consent:




 
 
 
 
 
 


 
 Maria
C.
Dela
Cruz
 
 
 Belen
P.
Feliciano


 
 Seller’s
Spouse
 
 
 Buyer’s
Spouse
 


 
 

Signed
in
the
Presence
of:




 
 
 
 
 
 


 
 Loida
T.
Garcia
 
 
 Fernando
G.
Zamora





(ACKNOWLEDGMENT)







 
 

 [LEGAL
FORMS
MANUAL]
 7
ATENEO
LAW
3D
’08‐‘09
 4


SAMPLE:
Deed
of
Assignment
and
Transfer
of
Rights





DEED
OF
ASSIGNMENT
AND
TRANSFER
OF
RIGHTS




KNOW
ALL
MEN
BY
THIS
PRESENTS:


This
deed,
made
and
entered
into
this
4th
day
of
April
2009
at
the
City
of
Manila,
by
and
between:






Juan
 G.
 Dela
 Cruz,
 Filipino
 Citizen,
 of
 legal
 age,
 married
 to
 Maria
 C.
 Dela
 Cruz
 with

residence
 and
 postal
 address
 at
 21
 Esteban
 Abada
 St.
 Loyola
 Heights
 Quezon
 City,

hereinafter
referred
to
as
the
"ASSIGNOR"


‐and‐



Mario
 C.
 Feliciano,
 Filipino
 Citizen,
 of
 legal
 age,
 married
 to
 Belen
 P.
 Feliciano
 with

residence
 and
 postal
 address
 at
 129
 J.P.Rizal
 St.
 Project
 4
 Quezon
 City,
 hereinafter

referred
to
as
the
"ASSIGNEE".


WITNESSETH:
That
‐











 WHEREAS,
 the
 ASSIGNOR
 is
 the
 buyer
 of
 a
 2‐bedroom
 condominium
 unit
 located
 at
 18C
 Grand

Towers
 Condominium,
 178
 Taft
 Avenue,
 Manila,
 with
 an
 area
 of
 Ninety
 Seven
 (97)
 SQUARE
 METERS,

more
or
less,
covered
by
Condominium
Certificate
Title
No.
97624
of
the
Register
of
Deeds
of
Manila,

registered
in
the
name
of
the
Bank
of
the
Philippine
Islands.;










WHEREAS,
the
ASSIGNOR
has
offered
to
assign
all
his
rights,
title
and
interest
over
the
above
unit,

as
referred
in
a
Contract
to
Sell,
and
the
ASSIGNEE
hereby
accepts
the
assignment
in
accordance
with

the
terms
herein
set
forth;











 NOW,
 THEREFORE,
 for
 and
 in
 consideration
 of
 the
 foregoing
 premises
 and
 the
 sum
 of
 TWO

MILLION
 PESOS
 (P2,000,000.00),
 Philippine
 Currency,
 which
 the
 ASSIGNOR
 hereby
 acknowledged
 to

have
 received
 from
 the
 ASSIGNEE,
 the
 ASSIGNOR
 hereby
 assigns,
 transfers
 and
 conveys
 unto
 the

ASSIGNEE
all
his
rights,
title
and
interests
to
the
aforementioned
property
and
appurtenant
interest
in

the
 Condominium
 project
 pursuant
 to
 this
 Agreement
 and
 the
 ASSIGNEE
 by
 these
 presents
 hereby

accepts
the
assignment
and
agrees
to
be
bound
by
the
terms
and
conditions
of
the
Contract
to
Sell
and

the
rules
and
regulations,
and
restrictions
pertaining
to
the
said
unit.




 IN
 WITNESS
 WHEREOF,
 the
 parties
 have
 hereunto
 set
 their
 hands
 on
 the
 date
 and
 place
 first

above
written.




 
 
 
 
 
 


 
 Juan
G.
Dela
Cruz
 
 
 Mario
C.
Feliciano



 
 

 [LEGAL
FORMS
MANUAL]
 7
ATENEO
LAW
3D
’08‐‘09
 5


 
 Assignor
 
 
 Assignee



With
our
Marital
Consents:




 
 
 
 
 
 


 
 Maria
C.
Dela
Cruz
 
 
 Belen
P.
Feliciano


 
 Assignor’s
Spouse
 
 
 Assignee’s
Spouse
 


 
 

Signed
in
the
Presence
of:




 
 
 
 
 
 


 
 Loida
T.
Garcia
 
 
 Fernando
G.
Zamora



(ACKNOWLEDGMENT)











SAMPLE:
Deed
of
Donation







DEED
OF
DONATION



KNOW
ALL
MEN
BY
THESE
PRESENTS:




 This
DEED
OF
DONATION,
entered
into
by
and
between:



Loida
 T.
 Garcia,
 DONOR,
 Filipino,
 of
 legal
 age,
 single,
 with
 post
 office
 address
 at
 21B

Rajah
Matanda
St.
Project
4
Quezon
City,
Philippines;




‐and‐



Fernando
 P.
 Zamora,
 DONEE,
 Filipino,
 of
 legal
 age,
 single,
 with
 post‐office
 address
 at

161
Rosalia
Compound,
Tandang
Sora,
Quezon
City,
Philippines.


 



WITNESSETH:




 That
the
DONOR
is
the
absolute
owner
of
that
certain
real
property
situated
at
No.
1
Lino
St.,

Aquino
Subdivision,
Ubihan,
Quezon
City
and
more
particularly
described
in
Transfer
Certificate
of
Title

No.
T‐4575
of
the
Register
of
Deeds
of
Quezon
City,
as
follows:



TRANSFER
CERTIFICATE
OF
TITLE
NO.
T‐4575




 A
parcel
of
land,
lot
3245‐Y,
CSD‐2281,
situated
in
the
Barrio
of
Ubihan,
Quezon

City.
Bounded
on
the
N.E.,
along
line
1‐2,
by
property
of
Mariano
Tancinco
(lot
1,
psu‐


 
 

 [LEGAL
FORMS
MANUAL]
 7
ATENEO
LAW
3D
’08‐‘09
 6

1111887);
and
along
line
2‐3,
by
lot
2
of
plan
Psu‐123948;
on
the
S.,
along
line
3‐4,
by

property
 of
 Tom
 Timpo,
 on
 the
 S.W.,
 along
 line
 4‐5,
 by
 lot
 1
 of
 plan
 Psu‐123948;
 and

along
5‐6
by
property
of
Mariano
Tancinco
(Lot
2,
Psu‐1111887),
and
on
the
N.W.,
along

line
 6‐1,
 by
 property
 of
 Joaquina
 Santiago,
 containing
 an
 area
 of
 1,095
 square
 meters

and
covered
by
Tax
Declaration
No.
3829.






 NOW
 THEREFORE,
 for
 and
 in
 consideration
 of
 the
 love
 and
 affection
 of
 the
 DONOR
 for
 the

DONEE
who
has
lovingly
dedicated
five
(5)
years
of
her
life
as
the
former’s
personal
caregiver,
the
said

DONOR
 by
 these
 presents
 does
 hereby
 TRANSFER
 AND
 CONVEY
 by
 way
 of
 DONATION,
 unto
 the
 said

DONEE,
the
above‐mentioned
real
property,
free
from
all
kinds
of
liens
and
encumbrances
whatsoever.




 That
 the
 DONOR
 hereby
 states
 that,
 for
 the
 purpose
 of
 giving
 effect
 to
 the
 donation,
 she
 has

reserved
for
herself
in
full
ownership
sufficient
property
to
support
him
in
a
manner
appropriate
to
his

needs.


 





ACCEPTANCE




 That
 the
 DONEE
 does
 hereby
 accepts
 the
 foregoing
 donation
 of
 the
 above‐described
 property

for
which
he
expresses
her
sincerest
appreciation
and
gratitude
for
the
kindness
and
liberality
shown
by

the
DONOR.





 IN
WITNESS
WHEREOF,
the
parties
hereto
have
signed
these
presents,
at
Quezon
City,
this
23rd

day
of
February,
2009.






 
 
 
 
 
 


 
 Loida
T.
Garcia
 
 
 Fernando
P.
Zamora


 
 Donor
 
 
 Donee



Signed
in
the
Presence
of:




 
 
 
 
 
 


 
 Juan
C.
Dela
Cruz
 
 
 Mario
C.
Feliciano



(ACKNOWLEDGMENT)






SAMPLE:
Bill
of
Sale





BILL
OF
SALE



KNOW
ALL
MEN
BY
THESE
PRESENTS:





 
 

 [LEGAL
FORMS
MANUAL]
 7
ATENEO
LAW
3D
’08‐‘09
 7

I,
 Juan
 G.
 Dela
 Cruz,
 of
 legal
 age,
 Filipino,
 single,
 residing
 at
 21
 Esteban
 Abada
 St.,
 Loyola

Heights,
 Quezon
 City,
 for
 and
 in
 consideration
 of
 the
 sum
 of
 Four
 Hundred
 Seventy
 Five
 Thousand

(P475,000.00),
 Philippine
 currency,
 to
 me
 paid
 by
 Mario
 C.
 Feliciano,
 also
 of
 legal
 age,
 Filipino,
 single

and
residing
at
129
 J.P.
 Rizal
 St.,
 Project
 4,
 Quezon
 City,
receipt
whereof
is
hereby
acknowledged,
do

hereby
 SELL
 and
 CONVEY
 unto
 the
 said
 (buyer),
 his
 heirs
 and
 assigns,
 a
 Honda
 Motorcycle
 more

particularly
described
as
follows:



MAKE:
Honda

SERIES:
Gold
Wing

TYPE
OF
BODY:
Motorcycle

YEAR
OF
MODEL:
2009

MOTOR
NO.:
B1‐03‐5467

SERIAL/CHASSIS
NO.:
HZ‐1234‐09

PLATE
NO.:
JF
2110

FILE
NO.:
MC12901

C.R.NO.:
00978135



I
 further
 covenant
 with
 the
 said
 Mario
 C.
 Feliciano
 that
 I
 own
 and
 have
 the
 right
 to
 sell
 and

transfer
 the
 title
 and
 ownership
 of
 the
 above‐described
 property;
 I
 will
 defend
 the
 same
 against
 the

claims
of
any
and
all
persons
whatsoever.



IN
 WITNESS
 WHEREOF,
 I
 have
 hereunto
 set
 my
 hand
 this
 4thday
 of
 April,
 2009,
 Quezon
 City,

Philippines.




 
 
 
 
 
 
 









_________________________


 
 
 
 
 
 
 
 Juan
G.
Dela
Cruz


 
 
 
 
 
 
 
 
 



Vendor



Signed
in
the
Presence
of:



_______________________
 
 







___________________________

Loida
T.
Garcia
 
 
 





Fernando
G.
Zamora





(ACKNOWLEDGMENT)








SAMPLE:
Legal
Retainer
Agreement





LEGAL
RETAINER
AGREEMENT





KNOW
ALL
MEN
BY
THESE
PRESENTS:




 This
RETAINER
AGREEMENT
is
entered
into
by
and
between:





 
 

 [LEGAL
FORMS
MANUAL]
 7
ATENEO
LAW
3D
’08‐‘09
 8

JAIME
 L.
 MENDEJAR,
 of
 legal
 age,
 Filipino,
 single
 and
 with
 business
 address
 at

546
Philnation
Bldg.,
Makati
City,
hereinafter
referred
to
as
the
“LAWYER”,



‐
and
‐




 ABC
Corp.,
a
domestic
corporation
duly
organized
and
existing
under
the
laws
of

the
Republic
of
the
Philippines
with
business
address
located
at
90
E.
Rodriguez
Jr.
Ave.,

Libis,
 Quezon
 City
 herein
 represented
 by
 its
 President
 ROMEO
 G.
 HENSON
 the
 former

hereinafter
referred
to
as
the
“CLIENT”.



W
I
T
N
E
S
S
E
T
H
:




 WHEREAS.
the
CLIENT
desires
to
retain
the
legal
services
of
the
LAWYER
to
the
exclusion
of
third

persons
with
adverse
interests;




 WHEREAS,
the
LAWYER
agrees
to
provide
its
legal
services
to
the
CLIENT
subject
to
the
following

terms
and
conditions:



1.
 The
 LAWYER
 shall
 make
 himself
 available
 for
 consultation
 and
 advice
 on
 legal
 matters

concerning
 the
 business
 operations
 of
 the
 CLIENT
 provided
 that
 a
 request
 for
 appointment
 is
 given
 a

reasonable
 amount
 of
 time
 beforehand.
 
 The
 LAWYER
 shall
 likewise
 assist
 in
 building
 and
 maintaining

the
CLIENT’s
goodwill
and
business,
economic,
and
social
relationships
with
other
business
enterprises

and
similar
entities;



2.
 The
 LAWYER
 shall
 assist
 the
 CLIENT
 in
 the
 preparation
 and
 notarization
 of
 documents

wherein
a
simple
acknowledgment
or
jurat
is
required.
Where
large
scale
transactions
are
involved,
such

as
 but
 not
 limited
 to,
 deeds
 of
 conveyance
 or
 sale,
 or
 large
 scale
 preparation
 of
 contracts
 and
 other

similar
ventures,
wherein
the
consideration
involved
amounts
to
or
is
greater
than
ONE
MILLION
PESOS

(P1,000,000.00),
 the
 LAWYER
 reserves
 the
 right
 to
 assess
 the
 CLIENT
 for
 compensation
 by
 way
 of

reasonable
notarial
fees;



3.
 The
 LAWYER
 shall
 prepare
 legal
 pleadings
 and
 motions,
 including
 but
 not
 limited
 to

complaints,
answers,
briefs,
compromise
agreements,
etc.,
as
may
be
required
for
the
enforcement
of

the
CLIENT’s
rights
and
the
protection
of
its
interests
in
judicial
actions
filed
for
or
against
the
CLIENT.

The
 LAWYER
 waives
 any
 additional
 retainer
fee
or
acceptance
fee
for
each
and
every
case
 the
CLIENT

finds
itself
involved
in.
The
LAWYER
reserves
the
right
however
to
bill
the
CLIENT
for
reasonable
Legal

Research
Fees
for
pleadings
requiring
extensive
research
and
considerable
time
to
complete
such
as,
but

not
limited
to,
position
papers,
memoranda
of
law,
appeal
briefs,
etc.
The
LAWYER
likewise
reserves
the

right
to
bill
the
CLIENT
for
Appearance
Fees
for
its
presence
during
trial
hearings
upon
presentment
of

the
 corresponding
 billing
 statement.
 The
 LAWYER
 shall
 charge
 appearance
 fees
 equivalent
 to
 TEN

THOUSAND
PESOS
(P10,000.00)
per
appearance.





 The
foregoing
fees
may
also
be
assessed
if
the
attending
lawyer
of
the
LAWYER
is
required
to

attend
conferences,
meetings,
and
negotiations
outside
the
law
office
upon
request
of
the
CLIENT.

It
is

hereby
 agreed
 that
 the
 foregoing
 fee
 is
 limited
 to
 four
 (4)
 hours
 only.
 Should
 the
 time
 given
 by
 the

attending
lawyer
exceed
the
four‐hour
limit,
the
LAWYER
may
assess
appearance
fees
anew
for
the
next

four
hours
or
a
fraction
thereafter.



 
 

 [LEGAL
FORMS
MANUAL]
 7
ATENEO
LAW
3D
’08‐‘09
 9



In
 the
 event
 that
 the
 CLIENT
 should
 require
 the
 attendance
 of
 the
 LAWYER
 in
 any
 meeting

outside
of
the
regular
working
hours
of
8
am
to
5
pm
or
during
holidays
and
rest
days
the
appearance

fee
due
to
the
LAWYER
shall
be
double
of
the
rate
herein
mentioned;



4.
 The
 CLIENT
 undertakes
 to
 pay
 or
 cause
 to
 be
 paid
 at
 the
 beginning
 of
 each
 month

accruing
the
sum
of
FIFTY
THOUSAND
PESOS
(P50,000.00)
to
the
LAWYER
as
regular
monthly
Retainer

Fee.
 The
 LAWYER
 reserves
 the
 right
 to
 increase
 the
 rate
 of
 the
 Retainer
 Fee
 after
 sixty
 days
 from

execution
of
this
Agreement
upon
considered
evaluation
that
the
volume
of
work
required
of
it
by
the

CLIENT
 exceeds
 what
 was
 reasonably
 perceived
 by
 the
 former
 upon
 signing
 hereof.
 The
 rate
 of
 the

increase
shall
be
commensurate
to
the
amount
of
work
required
by
the
CLIENT.
It
is
understood
that
the

RETAINER
 FEE
 herein
 mentioned
 shall
 be
 paid
 in
 advance
 at
 least
 a
 day
 before
 the
 month
 accruing.

FURTHER,
 all
 attorney’s
 fees
 charged
 by
 the
 LAWYER
 to
 the
 client
 shall
 be
 net
 of
 withholding
 taxes,

Value
Added
Taxes
and
the
like;



5.
 The
 CLIENT
 undertakes
 to
 reimburse
 the
 LAWYER
 any
 out
 of
 pocket
 expenses
 which

includes
documentation,
logistical,
and
other
miscellaneous
disbursements
required
in
consequence
of

matters
handled
by
the
LAWYER
for
the
CLIENT.
The
LAWYER
agrees
to
advance
reasonable
amounts
for

the
 CLIENT’s
 expenses
 from
 time
 to
 time
 for
 purposes
 of
 convenience
 which
 the
 latter
 hereby

undertakes
to
reimburse;



6.
 In
 the
 event
 that
 the
 CLIENT
 desires
 to
 retain
 the
 services
 of
 other
 counsel
 and
 to

terminate
this
Retainer
Agreement,
it
shall
inform
the
LAWYER
in
writing
30
days
prior
to
the
intended

date
of
termination
of
this
Contract
in
order
to
allow
the
latter
ample
time
to
make
an
accounting
and

liquidation
of
the
CLIENT’s
concerns,
Provided:
that
if
the
CLIENT
desires
to
engage
the
services
of
other

counsel
without
necessarily
terminating
this
Agreement,
then
the
LAWYER
is
hereby
given
the
option
to

terminate
this
Contract
after
due
notice
in
writing
to
the
CLIENT.
It
is
understood
that
the
retainer
shall

commence
from
April
1,
2009;



7.
 The
LAWYER
reserves
the
right
to
terminate
this
Retainer
Agreement
should
the
CLIENT

be
deemed
by
reasonable
standards
to
be
uncooperative
or
otherwise
indifferent
in
any
matter
handled

for
 it
 by
 the
 LAWYER.
 The
 parties
 agree
 that
 this
 Agreement
 serves
 as
 the
 CLIENT’s
 consent
 for
 the

withdrawal
of
the
LAWYER
from
any
case
or
proceeding
pending
before
the
courts
or
other
tribunal
or

agency
for
all
legal
intents
and
purposes.




 Done
in
Makati
City,
this
1st
day
of
April,
2009.



CLIENT:

 
 
 
 
 LAWYER:


ROMEO
G.
HENSON
 
 
 
 ATTY.
JAIME
L.
MENDEJAR


 
 
 

Signed
in
the
Presence
of:



IAN
CRUZ
 
 
 
 SARAH
MACLANG



(ACKNOWLEDGMENT)



 
 

 [LEGAL
FORMS
MANUAL]
 8
ATENEO
LAW
3D
’08‐‘09
 0





POWERS
OF
ATTORNEY





What
is
a
POWER
OF
ATTORNEY?



 In
a
power
of
attorney,
you
give
another
person
(called
your
"agent"
or
"attorney‐in‐fact")
the
legal

authority
to
act
in
your
place
and
on
your
behalf
in
your
absence.

Every
act
your
agent
does
within

the
authority
granted
in
the
document
is
legally
binding
upon
you.

 The
power
of
attorney
is
one
of
the
most
versatile
estate
planning
tools
available.
A
power
of

attorney
 is
 a
 document
 which
 the
 maker
 (known
 as
 the
 "principal")
 gives
 authority
 to
 an

"attorney‐in‐fact"
 to
 act
 on
 the
 principal's
 behalf.
 The
 attorney‐in‐fact
 does
 not
 have
 to
 be
 an

actual
attorney,
but
can
be
anyone
you
choose.




What
is
the
SCOPE
OF
A
POWER
OF
ATTORNEY?

 The
principal
decides
the
scope
of
the
power
of
attorney.
For
example,
you
can
give
an
attorney‐
in‐fact
the
power
of
attorney
for
one
simple
investment.
On
the
other
hand,
you
can
also
make

the
 power
 of
 attorney
 unlimited.
 One
 limit,
 however,
 is
 that
 you
 cannot
 grant
 the
 power
 to

make
a
will.

 There
are
several
standard
powers
that
can
be
included,
such
as
the
ability
to
pay
bills,
transfer

funds,
 or
 complete
 business
 transactions.
 However,
 there
 may
 be
 more
 specific
 reasons
 you

want
to
execute
a
power
of
attorney.


 Almost
 any
 decision
 you
 can
 imagine
 can
 be
 delegated
 by
 a
 power
 of
 attorney.
 Blank
 forms

include
many
standard
powers,
yet
if
there
is
a
substantial
amount
of
money
at
stake,
or
if
it
is

some
other
important
decision,
a
specific
power
of
attorney
is
much
more
likely
to
be
accepted

as
valid.

 Any
power
of
attorney
ends
with
the
death
of
the
principal.





Types
of
Power
of
Attorney



A
power
of
attorney
is
usually
given
by
someone
who
will
be
unable
to
be
present
at
a
particular

time
and/or
place
when
important
transactions
must
be
conducted.

The
scope
of
a
power
of
attorney
may

be
very
broad
or
very
narrow,
depending
on
the
needs,
facts
and
circumstances.







GENERAL
POWER
OF
ATTORNEY

 A
general
power
of
attorney
gives
the
agent
all
the
powers
that
the
principal
possesses
to
act
with

respect
to
any
matter.



 It
allows
the
agent
the
power
to
do
all
the
things
that
the
principal
could
do
himself,
such
as
sell
or

mortgage
 a
 home,
 deposit
 and
 withdraw
 money
 from
 accounts,
 borrow,
 and
 sign
 contracts.








SAMPLE:
General
Power
of
Attorney







 
 

 [LEGAL
FORMS
MANUAL]
 8
ATENEO
LAW
3D
’08‐‘09
 1

GENERAL
POWER
OF
ATTORNEY







KNOW
ALL
MEN
THESE
PRESENTS:




I,
KELLY‐KELLY
D.
TINITRIM,
of
legal
age,
single,
Filipino,
a
resident
of
161
17th
Avenue,
Cubao,

Quezon
 City,
 do
 hereby
 name,
 constitute,
 and
 appoint
 PEDRO
 PENDUKO,
 to
 be
 my
 true
 and
 lawful

attorney,
for
me
and
in
my
name,
place,
and
stead,
to
do
and
perform
the
following
acts
and
things
to

wit:




To
 ask,
 demand,
 collect
 any
 and
 all
 sums
 of
 money,
 sue
 to
 recover
 debts,
 dues,
 accounts,

dividends,
 legacies,
 bequests,
 interests,
 and
 other
 things
 of
 value
 of
 whatever
 nature
 or
 kind
 as
 may

now
be
or
may
hereafter
become
due
owing,
payable
or
belonging
to
me,
and
to
have,
sue,
and
to
take

any
 and
 all
 lawful
 ways
 and
 means
 for
 the
 recovery
 thereof
 by
 suit,
 attachment,
 compromise
 or

otherwise;




To
 make,
 sign,
 execute,
 and
 deliver
 contracts,
 agreements,
 documents
 and
 other
 writings
 of

whatever
nature
or
kind,
with
any
and
all
third
persons,
entities
or
concerns,
upon
terms
and
conditions

acceptable
to
my
said
attorney;
and




To
delegate
in
whole
or
in
part
any
and
all
of
the
powers
herein
granted
or
conferred,
by
means

of
an
instrument
in
writing,
in
favor
of
any
third
persons
whom
my
said
attorney
may
select.




HEREBY
 GIVING
 AND
 GRANTING
 unto
 my
 said
 attorney
 full
 power
 and
 authority
 whatsoever

requisite
 or
 necessary
 or
 proper
 to
 be
 done
 in
 and
 about
 the
 premises
 as
 fully
 to
 all
 intents
 and

purposes
 as
 I
 might
 and
 could
 lawfully
 do
 if
 personally
 present,
 with
 power
 of
 substitution
 and

revocation,
and
hereby,
ratifying
and
confirming
all
that
my
said
attorney
or
his
substitute
shall
lawfully

do
or
cause
to
be
done
under
and
by
virtue
of
these
presents.




IN
WITNESS
WHEREOF,
we
have
hereunto
affixed
our
signatures
this
26th
day
of
February
2009

in
Quezon
City,
Philippines.







KELLY‐KELLY
D.
TINITRIM









































PEDRO
PENDUKO














Principal

 
 
 
 
Attorney‐in‐Fact



Signed
in
the
presence
of:





KIM
CHIU
 
 
 
 
 GERALD
ANDERSON


 
 



(ACKNOWLEDGEMENT)




SPECIAL
POWER
OF
ATTORNEY



 
 

 [LEGAL
FORMS
MANUAL]
 8
ATENEO
LAW
3D
’08‐‘09
 2

 A
special,
or
limited,
power
of
attorney
authorizes
your
agent
to
do
a
certain
specified
act,
such
as

ship
household
goods,
or
sell
an
automobile.


 Article
1878
of
the
Civil
Code
enumerates
the
following
cases
where
Special
Powers
of
Attorney
are

necessary:

1. To
make
such
payments
as
are
not
usually
considered
as
acts
of
administration;

2. To
effect
novations
which
put
an
end
to
obligations
already
in
existence
at
the
time
the
agency

was
constituted;

3. To
 compromise,
 to
 submit
 questions
 to
 arbitration,
 to
 renounce
 the
 right
 to
 appeal
 from
 a

judgment,
to
waive
objections
to
the
venue
of
an
action
or
to
abandon
a
prescription
already

acquired;

4. To
waive
any
obligation
gratuitously;

5. To
enter
into
any
contract
by
which
the
ownership
of
an
immovable
is
transmitted
or
acquired

either
gratuitously
or
for
a
valuable
consideration;

6. To
make
gifts
except
customary
ones
for
charity
or
those
made
to
employees
in
the
business

managed
by
the
agent;

7. To
 loan
 or
 borrow
 money,
 unless
 the
 latter
 act
 be
 urgent
 and
 indispensable
 for
 the

preservation
of
the
things
which
are
under
administration;

8. To
lease
any
real
property
to
another
person
for
more
than
one
year;

9. To
bind
the
principal
to
render
some
service
without
compensation;

10. To
bind
the
principal
of
partnership;

11. To
obligate
the
principal
as
a
guarantor
or
surety;

12. To
create
or
convey
real
rights
over
immovable
property;

13. To
accept
or
repudiate
an
inheritance;

14. To
ratify
or
recognize
obligations
contracted
before
the
agency;
and

15. Any
other
act
of
strict
dominion.





SAMPLE:
Special
Power
of
Attorney
(Related
to
Mortgage)






SPECIAL
POWER
OF
ATTORNEY





KNOW
ALL
MEN
BY
THESE
PRESENTS:




 I,
 KELLY‐KELLY
 D.
 TINITRIM,
 of
 legal
 age,
 single,
 Filipino,
 with
 residence
 at
 123
 Malago
 St.,

Project
2,
Quezon
City,
do
hereby
name,
constitute
and
appoint
PEDRO
PENDUKO,
of
legal
age,
and
with

residence
at
69
Naligaw
St.,
Project
4,
Quezon
City,
to
be
my
true
and
lawful
Attorney‐in‐Fact
and
in
my

name,
place
and
stead,
do
and

perform
the
following
specific
act:




To
 make,
 sign,
 execute,
 and
 deliver
 and
 all
 documents
 and
 other
 writings
 in
 my
 name
 of

whatever
nature
or
kind,
including
but
not
limited
to
my
mortgage
or
encumbrance,
in
connection
with

my
 auto
 loan
 with
 the
 Bank
 of
 the
 Philippine
 Islands
 Makati
 Branch
 and/or
 any


bank
or
financial
institution.



HEREBY
GIVING
AND
GRANTING
unto
my
said
attorney‐in‐fact,
or
her
substitute
full
power
and

authority
to
do
and
perform
every
lawful
act
and
thing
whatsoever
requisite
or
necessary
or
proper
to



 
 

 [LEGAL
FORMS
MANUAL]
 8
ATENEO
LAW
3D
’08‐‘09
 3

be
 done
 in
 the
 premises,
 as
 fully
 to
 all
 intents
 and
purposes
 as
 we
 ought
 or
 could
 lawfully
 do
 if

personally
present,
and
hereby
ratifying
and
conforming
all
our
said
Attorney‐in‐fact
shall
do
or
cause
to

be
done
under
and
by
virtue
of
these
presents.



IN
 WITNESS
 WHEREOF,
 I
 have
 hereto
 set
 my
 hand
 this
 26th
 day
 of
 February
 2009
 at
 Quezon

City.





KELLY‐KELLY
D.
TINITRIM












































 
 
 
 
 
 
 Principal
 
 
 
 


 



Conforme:





PEDRO
PENDUKO

Attorney‐in‐Fact



Signed
in
the
presence
of:





KIM
CHIU
 
 
 
 
 GERALD
ANDERSON



(ACKNOWLEDGEMENT)







SAMPLE:
Special
Power
of
Attorney
(Authority
to
Sell
Land)







SPECIAL
POWER
OF
ATTORNEY



KNOW
ALL
MEN
BY
THESE
PRESENTS:




 I,
MANNIE
S.
PAQUIAO,
of
legal
age,
Filipino,
single,
resident
of
No.
25
Rockwell
Drive,
Rockwell

Center,
Makati
City,
do
hereby
name,
constitute,
and
appoint
CEASAR
L.
VILLANUEVA,
to
be
my
true
and

lawful
 attorney,
 for
 me
 and
 in
 my
 name,
 place,
 and
 stead,
 within
 a
 period
 of
 six
 (6)
 months,
 to
 SELL,

TRANSFER,
and
CONVEY,
for
a
price
not
less
than
ONE
MILLION
PESOS
(Php
1,000,000.00),
to
whosoever

may
buy
or
purchase
the
following
described
real
property,
to
wit:



A
 Parcel
 of
 Land
 (Lot
 45
 of
 the
 consolidation‐subdivision
 plan
 (LRC)
 Pcs‐4111,
 being
 a

portion
of
the
consolidation
of
Lots
4
and
7,
Psu‐112287
Amd.,
LRC
(GLRO)
Rec.
No.
N‐
17511),
 situated
 in
 the
 Dist.
 Of
 Concepcion,
 City
 of
 Sta.
 Rosa,
 Laguna,
 Island
 of
 Luzon.

Bounded
on
the
NE.,
points
3
to
6,
by
Lot
95;
on
the
S.,
points
6
to
1
by
Lot
40;
on
the

SW.,
 points
 1
 to
 2,
 by
 Lot
 41;
 and
 on
 the
 N.,
 points
 2
 to
 3
 by
 Lot
 45,
 all
 of
 the

consolidation‐subdivision
 plan.
 Beginning
 at
 a
 point
 marked
 "1"
 on
 plan,
 being
 N.
 51



 
 

 [LEGAL
FORMS
MANUAL]
 8
ATENEO
LAW
3D
’08‐‘09
 4

deg.
36'
E.,
1321.76
m.
from
B.L.L.M.
No.1,
Sta.
Rosa,
Laguna
xxx
(a
copy
of
which
title
is

hereto
attached
as
Annex
"A")



of
 which
 I
 am
 the
 registered
 owner
 as
 evidenced
 by
 Transfer
 Certificate
 of
 Title
 No.
 T‐8911
 of
 the

Registry
of
Deeds
of
Sta.
Rosa,
Laguna;
and




 HEREBY
 GIVING
 AND
 GRANTING
 unto
 my
 said
 attorney
 full
 power
 and
 authority
 to
 do
 and

perform
 all
 and
 every
 act
 requisite
 or
 necessary
 to
 carry
 into
 effect
 the
 foregoing
 authority
 to
 sell,
 as

fully
to
all
intents
and
purposes
as
I
might
or
could
lawfully
do
if
personally
present,
with
full
power
of

substitution
 and
 revocation,
 and
 hereby
 ratifying
 and
 confirming
 all
 that
 my
 said
 attorney
 or
 his

substitute
shall
lawfully
do
or
cause
to
be
done
under
and
by
virtue
hereof.




 IN
WITNESS
WHEREOF,
I
have
hereunto
set
my
hand
this
9th
day
of
March,
2009,
in
Makati
City,

Metro
Manila,
Philippines.


 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 MANNIE
S.
PAQUIAO


 
 
 
 
 
 
 
 
 Principal



Signed
in
the
presence
of:




 
 
 


 
 
 
 JINKY
S.
ODA
 
 
 
VIC
R.
SOTTO




(ACKNOWLEDGMENT)





REVOCATION
OF
POWER
OF
ATTORNEY

 The
authority
granted
in
the
power
of
attorney
ends
with
the
death
of
either
the
principal
of
the

agent.

The
power
also
terminates
at
the
expiration
of
the
time
stated,
or
may
be
revoked
by

providing
notice
to
the
agent.


 Revocation
will
take
effect
as
soon
as
it
is
communicated
to
the
agent
and
to
all
persons
who
may

or
have
dealt
with
the
agent
in
reliance
on
the
power
of
attorney.

 If
the
power
of
attorney
has
been
recorded
as
part
of
the
public
records
(for
example,
with
respect

to
real
estate
transactions),
a
properly
acknowledged
revocation
should
be
recorded
to
ensure
the

revocation
of
the
power
of
attorney
is
made
effective.

 Both
the
general
and
special
powers
of
attorney
may
be
revoked.








SAMPLE:
Revocation
of
Special
Powers
of
Attorney




REVOCATION
OF
SPECIAL
POWER
OF
ATTORNEYS



KNOW
ALL
MEN
BY
THESE
PRESENTS:





 
 

 [LEGAL
FORMS
MANUAL]
 8
ATENEO
LAW
3D
’08‐‘09
 5


 WHEREAS,
I,
AURORA
P.
CRUZ,
of
legal
age,
single,
Filipino,
and
a
resident
of
201
Broadway
St.,

Makati
 City,
 by
 a
 certain
 public
 instrument
 made
 and
 executed
 in
 Makati
 City
 on
 24th
 day
 of
 January

2008
before
Notary
Public
Joseph
Pinon
of
Makati
City,
and
registered
as
Document
No.
168;
Page
No.

35;
Book
No.
113;
Series
of
2008
in
his
notarial
register,
did
name,
constitute,
and
appoint
MARTHA
A.

SALAZAR,
a
resident
of
1
Leo
St.,
Bel‐Air
Subdivision,
Makati
City,
as
my
true
and
lawful
ATTORNEY‐IN‐
FACT,
for
the
purpose
and
with
powers
mentioned
in
said
instrument;




 WHEREAS,
 the
 said
 public
 instrument
 or
 Power
 of
 Attorney,
 was
 never
 registered
 with
 the

Registry
of
Deeds
for
the
Province
of
Pampanga;




 NOW,
 THEREFORE,
 I,
 AURORA
 P.
 CRUZ,
 by
 virtue
 these
 presents,
 hereby
 REVOKE,
 ANNUL
 and

VOID
 the
 said
 power‐of‐attorney
 and
 all
 powers
 and
 authority
 therein
 or
 thereby
 given
 or
 granted
 or

intended
to
be
given
or
granted
to
said
MARTHA
A.
SALAZAR.




 FURTHER,
 I,
 AURORA
 P.
 CRUZ,
 hereby
 revoke
 all
 Special
 Power
 of
 Attorneys
 that
 I
 may
 have

executed
before
the
date
of
this
Deed
with
respect
to
my
property
registered
under
TCT
No.
8343505
of

the
Registry
of
Deeds
for
the
City
of
Makati.




 IN
WITNESS
WHEREOF,
I
have
hereunto
set
my
hand
this
10th
day
of
April,
2009
at
Makati
City,

Metro
Manila,
Philippines.






 
 
 
 
 
 
 
 AURORA
P.
CRUZ


 
 
 
 
 
 
 
 Principal





Signed
in
the
Presence
of:





SEDFREY
CANDELARIA
 
 AMPARITA
STA.
MARIA



(AKNOWLEDGMENT)





Important
Principles
to
Remember



Nature
of
Power
of
Attorney

 Agency
 is
 a
 relationship
 of
 trust
 and
 is
 fiduciary
 in
 nature.
 A
 power
 of
 attorney,
 particularly
 a

general
power
of
attorney,
should
not
be
granted
unless
the
circumstances
require
it
and
the
agent

is
a
person
whom
the
principal
is
sure
will
make
wise
and
honest
use
of
the
power.



 If
a
special
power
of
attorney
can
possibly
accomplish
your
needs,
it
is
advisable
to
give
it
rather

than
the
general
power
of
attorney.
A
general
power
of
attorney
is
more
difficult
to
revoke
than
a

special
one.



When
a
Power
of
Attorney
is
needed



 
 

 [LEGAL
FORMS
MANUAL]
 8
ATENEO
LAW
3D
’08‐‘09
 6

 Those
persons
who
are
about
to
become
physically
separated
from
their
property
or
their
affairs,

and
whose
property
or
affairs
will
be
needing
attention
or
management
during
their
absence,
may

need
a
power
of
attorney.



 The
 document
 should
 grant
 no
 power
 greater
 than
 that
 which
 is
 needed
 under
 the

circumstances.

 A
 power
 of
 attorney
 should
 be
 given
 for
 a
 limited
 time
 only.

 General
 powers
 of

attorney
are
usually
written
for
no
more
than
one
year.




Durability
Clause

 Normally
a
power
of
attorney
becomes
null
and
void
if
the
principal
becomes
disabled.
A
"durable"

power
 of
 attorney
 will
 allow
 the
 agent
 to
 continue
 to
 act
 even
 if
 the
 principal
 had
 become

disabled.



 Whether
a
power
of
attorney
needs
a
durability
clause
depends
upon
its
nature
and
purpose,
the

amount
of
time
it
is
needed
for,
the
degree
of
trust
between
the
principal
and
the
agent,
and
the

age
and
health
of
the
principal.









CHAPTER 4: LEGAL FORMS USED IN LITIGATION PRACTICE





SAMPLE
CAPTIONS
IN
PLEADINGS




RULE
7,
RULES
ON
CIVIL
PROCEDURE

PARTS
OF
A
PLEADING



Section
1.
Caption.

The
caption
sets
forth
the
name
of
the
court,
the
title
of
the
action,
and

the
docket
number
if
assigned.



The
 title
 of
 the
 action
 indicates
 the
 names
 of
 the
 parties.
 They
 shall
 all
 be
 named
 in
 the

original
complaint
or
petition;
but
in
subsequent
pleadings,
it
shall
be
sufficient
if
the
name
of

the
 first
 party
 on
 each
 side
 be
 stated
 with
 an
 appropriate
 indication
 when
 there
 are
 other

parties.



Their
respective
participation
in
the
case
shall
be
indicated.
(1a,
2a)



***









 
 

 [LEGAL
FORMS
MANUAL]
 8
ATENEO
LAW
3D
’08‐‘09
 7

REPUBLIC
OF
THE
PHILIPPINES
 

SUPREME
COURT

EN
BANC/_____
DIVISION


 


 REPUBLIC
OF
THE
PHILIPPINES

COURT
OF
APPEALS

____
DIVISION


 

REPUBLIC
OF
THE
PHILIPPINES

 

SANDIGANBAYAN

EN
BANC/_____
DIVISION


 


 REPUBLIC
OF
THE
PHILIPPINES

COURT
OF
TAX
APPEALS

EN
BANC/_____
DIVISION


 

REPUBLIC
OF
THE
PHILIPPINES
 

REGIONAL
TRIAL
COURT

NATIONAL
CAPITAL
JUDICIAL
REGION

BRANCH
______


 


 REPUBLIC
OF
THE
PHILIPPINES

MUNICIPAL
TRIAL
COURT

NATIONAL
CAPITAL
JUDICIAL
REGION

BRANCH
______


 

REPUBLIC
OF
THE
PHILIPPINES
 

OFFICE
OF
THE
PROSECUTOR

MAKATI
CITY






LEGAL
FORMS
IN
CRIMINAL
CASES





COMPLAINT
AFFIDAVIT



A
Checklist

 In
making
a
complaint
affidavit,
it
is
important
to
have
the
following
as
a
checklist
in
mind:

(1)

Identity
 of
 affiant
 and
 other
 personal
 circumstances;
 (2)
 Statement
 of
 venue;
 (3)
 Factual

allegations
to
show
violation
or
defense;
(4)
Signature
of
affiant;
(5)
Verification;
(6)
Certification

as
to
personal
examination
of
affiant;
and
(7)
Supporting
documents
or
affidavits.

 Section
3(a),
Rule
112
of
the
Rules
on
Criminal
Procedure
states
that
complaint‐affidavits
shall

be
 subscribed
 or
 sworn
 to
 before
 any
 prosecutor
 or
 government
 official
 authorized
 to

administer
oath,
or,
in
their
absence
or
unavailability,
before
a
notary
public.
They
must
certify



 
 

 [LEGAL
FORMS
MANUAL]
 8
ATENEO
LAW
3D
’08‐‘09
 8

that
he
personally
examined
the
affiants
and
that
he
is
satisfied
that
they
voluntarily
executed

and
understood
their
affidavits.



N.B.
 Except
 when
 otherwise
 specifically
 required
 by
 law
 or
 rule,
 pleadings
 need
 not
 be
 under
 oath,

verified
or
accompanied
by
affidavit.
A
pleading
is
verified
by
an
affidavit
that
the
affiant
has
read
the

pleading
 and
 that
 the
 allegations
 therein
 are
 true
 and
 correct
 of
 his
 knowledge
 and
 belief.
 (Section
 4,

Rule
7)



The
 plaintiff
 or
 principal
 party
 shall
 certify
 under
 oath
 in
 the
 complaint
 or
 other
 initiatory
 pleading

asserting
 a
 claim
 for
 relief,
 or
 in
 a
 sworn
 certification
 annexed
 thereto
 and
 simultaneously
 filed

therewith:
(a)
that
he
has
not
theretofore
commenced
any
action
or
filed
any
claim
involving
the
same

issues
 in
 any
 court,
 tribunal
 or
 quasi‐judicial
 agency
 and,
 to
 the
 best
 of
 his
 knowledge,
 no
 such
 other

action
 or
 claim
 is
 pending
 therein;
 (b)
 if
 there
 is
 such
 other
 pending
 action
 or
 claim,
 a
 complete

statement
of
the
present
status
thereof;
and
(c)
if
he
should
thereafter
learn
that
the
same
or
similar

action
or
claim
has
been
filed
or
is
pending,
he
shall
report
that
fact
within
five
(5)
days
therefrom
to
the

court
wherein
his
aforesaid
complaint
or
initiatory
pleading
has
been
filed.
(Section
5,
Rule
7)


Requirement
of
Barangay
Conciliation

 A
 case
 filed
 in
 court
 without
 compliance
 with
 the
 prior
 barangay
 conciliation
 which
 is
 a
 pre‐
condition
for
formal
adjudication
may
be
dismissed
upon
motion
of
defendant,
not
for
lack
of

jurisdiction
 of
 the
 court
 but
 for
 failure
 to
 state
 a
 cause
 of
 action
 or
 prematurity,
 or
 the
 court

may
 suspend
 proceedings
 upon
 petition
 of
 any
 party
 under
 Section
 1
 Rule
 21
 of
 the
 Rules
 of

Court
and
refer
the
case
motu
proprio
to
the
appropriate
barangay
authority.


 Under
 the
 Sections
 399‐422
 of
 the
 Local
 Government
 Code,
 it
 is
 stated
 that
 disputes
 are

required
 to
 be
 subjected
 to
 barangay
 conciliation
 as
 a
 pre‐condition
 before
 the
 filing
 of
 a

criminal
complain
in
any
court
or
government
office,
except:



1. Where
one
party
is
the
government,
or
any
subdivision
or
instrumentality
thereof;

2. Where
 one
 party
 is
 a
 public
 officer
 or
 employee
 and
 the
 dispute
 relates
 to
 the

performance
of
his
official
functions;

3. Where
the
dispute
involves
real
properties
located
in
different
cities
and
municipalities,

unless
the
parties
thereto
agree
to
submit
their
difference
to
amicable
settlement
by
an

appropriate
Lupon;

4. Any
 complaint
 by
 or
 against
 corporations,
 partnerships
 or
 judicial
 entities,
 since
 only

individuals
shall
be
parties
to
barangay
conciliation
proceedings
either
as
complainants

or
respondents;

5. Dispute
 involving
 parties
 who
 actually
 reside
 in
 barangays
 of
 different
 cities
 or

municipalities,
 except
 where
 such
 barangay
 units
 adjoin
 each
 other
 and
 the
 parties

thereto
 agree
 to
 submit
 their
 differences
 to
 amicable
 settlement
 by
 an
 appropriate

Lupon;

6. Offences
which
the
law
prescribes
a
maximum
penalty
of
imprisonment
exceeding
one

year
or
a
fine
of
over
five
thousand
pesos;

7. Offenses
where
there
is
no
private
offended
party;

8. Disputes
 where
 urgent
 legal
 action
 is
 necessary
 to
 prevent
 injustice
 from
 being

committed
or
further
continued,
specifically
the
following:

a. Criminal
cases
where
accused
is
under
police
custody
or
detention;



 
 

 [LEGAL
FORMS
MANUAL]
 8
ATENEO
LAW
3D
’08‐‘09
 9

b. Petition
for
habeas
corpus
by
a
person
illegally
deprived
of
his
rightful
custody

over
another
or
a
person
illegally
deprived
of
or
on
acting
in
his
behalf;
and

c. Actions
which
may
be
barred
by
Statute
of
Limitations.

9. Any
 class
 of
 disputes
 which
 the
 President
 may
 determine
 in
 the
 interest
 of
 justice
 or

upon
the
recommendation
of
the
Secretary
of
Justice;

10. Where
the
dispute
arises
from
the
Comprehensive
Agrarian
Reform
Law
(CARL);

11. Labor
disputes
or
controversies
arising
from
employer‐employee
relations;
and

12. Actions
to
annul
judgment
upon
a
compromise
which
may
be
filed
directly
in
court.











SAMPLE:
Complaint‐Affidavit
(Simple
Affidavit
Format)







REPUBLIC
OF
THE
PHILIPPINES)

Makati
City,
Metro
Manila
 











)
S.S.





COMPLAINT‐AFFIDAVIT



I,
 MARIA
 M.
 LOPEZ,
 of
 legal
 age,
 Filipino,
 with
 home
 address
 at
 4
 Privet
 Drive,
 Hoggy
 Village,

Makati
City,
after
being
sworn
to
in
accordance
with
law,
hereby
depose
and
state
that:



1. I
am
the
owner
of
a
blue
Pilot
ball
pen
as
evidenced
by
an
official
receipt
issued
by
the

Office
Warehouse
herein
attached
as
Annex
“A”;

2. The
accused,
RAMON
A.
SANTAMARIA
is
my
neighbor,
residing
at
5
Privet
Drive,
Hoggy

Village,
Makati
City;

3. On
April
27,
2008,
around
9
p.m.,
while
looking
out
from
the
2nd
floor
window,
I
noticed

that
the
accused
is
sneaking
out
of
our
house
through
the
backdoor
carrying
a
blue
Pilot

ball
pen;

4. On
April
28,
2008,
around
8
a.m.,
I
went
to
the
house
of
the
accused
to
confront
him
of

the
incident
that
occurred
in
the
previous
night;

5. I
 noticed
 that
 a
 blue
 Pilot
 ball
 pen
 similar
 to
 mine
 was
 being
 used
 by
 RAMONA
 A.

SANTAMARIA,
the
daughter
of
the
accused,
however,
he
vehemently
claimed
that
he
is

the
owner
of
the
pen;

6. Prior
resort
to
the
Barangay
conciliation
system
proved
fruitless
as
the
accused
denied

the
allegations,
consequently,
a
“Certification
to
File
Action”
was
issued
by
the
Barangay

Secretary,
a
copy
of
which
is
attached
as
Annex
“B”;

7. Upon
consultation
with
my
lawyer,
I
understand
that
the
acts
of
the
accused
qualify
for

THEFT
punishable
under
Article
308
of
the
Revised
Penal
Code;

8. Article
308
of
the
Revised
Penal
Code
provides
that
THEFT
is
committed
by
any
person

who,
 with
 intent
 to
 gain
 but
 without
 violence
 against
 or
 intimidation
 of
 persons
 nor

force
upon
things,
shall
take
personal
property
of
another
without
the
latter’s
consent;

and



 
 

 [LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 0

9. I
 am
 executing
 this
 affidavit
 to
 attest
 to
 the
 truth
 of
 the
 foregoing
 facts
 and
 for
 the

purpose
of
filing
a
criminal
complaint
for
THEFT
against
the
accused.


INWITNESS
WHEREOF,
I
have
hereunto
set
my
hand
this
30th
day
of
April
2008
at
Makati
City.


 
 
 
 
 
 
 
 




MARIA
LOPEZ


 
 
 
 
 
 
 
 
 Affiant

(JURAT)








SAMPLE:
Complaint‐Affidavit
(Pleading
Format)





REPUBLIC
OF
THE
PHILIPPINES

OFFICE
OF
THE
PROSECUTOR

Makati
City



MARIA
M.
LOPEZ,
 





























Complainant,
 








‐versus‐
 






















I.
S.
No.
_________


 






















For:
Theft


RAMON
A.
SANTAMARIA,
 

Respondent.

xx
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
xx
 





COMPLAINT‐AFFIDAVIT



I,
 MARIA
 M.
 LOPEZ,
 of
 legal
 age,
 Filipino,
 with
 home
 address
 at
 4
 Privet
 Drive,
 Hoggy
 Village,

Makati
City,
after
being
sworn
to
in
accordance
with
law,
hereby
depose
and
state
that:



 

1.

I
am
the
owner
of
a
blue
Pilot
ball
pen
as
evidenced
by
an
official
receipt
issued
by
the
Office

Warehouse
herein
attached
as
Annex
“A”;


 2.
 
 The
 accused,
 RAMON
 A.
 SANTAMARIA
 is
 my
 neighbor,
 residing
 at
 5
 Privet
 Drive,
 Hoggy

Village,
Makati
City;

3.
On
April
27,
2008,
around
9
p.m.,
while
looking
out
from
the
2nd
floor
window,
I
noticed
that

the
accused
is
sneaking
out
of
our
house
through
the
backdoor
carrying
a
blue
Pilot
ball
pen;

4.
On
April
28,
2008,
around
8
a.m.,
I
went
to
the
house
of
the
accused
to
confront
him
of
the

incident
that
occurred
in
the
previous
night;

5.
 I
 noticed
 that
 a
 blue
 Pilot
 ball
 pen
 similar
 to
 mine
 was
 being
 used
 by
 RAMONA
 A.

SANTAMARIA,
the
daughter
of
the
accused,
however,
he
vehemently
claimed
that
he
is
the
owner
of
the

pen;



 
 

 [LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 1

6.
 Prior
 resort
 to
 the
 Barangay
 conciliation
 system
 proved
 fruitless
 as
 the
 accused
 denied
 the

allegations,
consequently,
a
“Certification
to
File
Action”
was
issued
by
the
Barangay
Secretary,
a
copy
of

which
is
attached
as
Annex
B;

7.
Upon
consultation
with
my
lawyer,
I
understand
that
the
acts
of
the
accused
qualify
for
THEFT

punishable
under
Article
308
of
the
Revised
Penal
Code;

8.
Article
308
of
the
Revised
Penal
Code
provides
that
THEFT
is
committed
by
any
person
who,

with
intent
to
gain
but
without
violence
against
or
intimidation
of
persons
nor
force
upon
things,
shall

take
personal
property
of
another
without
the
latter’s
consent;

9.
I
am
executing
this
affidavit
to
attest
to
the
truth
of
the
foregoing
facts
and
for
the
purpose
of

filing
a
criminal
complaint
for
THEFT
against
the
accused.



TO
THE
TRUTH
OF
THE
FOREGOING,
I
have
signed
this
Complaint‐Affidavit
on
April
30,
2008.



MARIA
LOPEZ


 
 
 
 
 
 
 
 
 Affiant


 
 
 
 
 
 
 
 
 

SUBSCRIBED
and
SWORN
TO
BEFORE
ME,
this
30th
day
of
April
2008
at
Makati
City.


 
 
 
 
 
 
 



IMBES
T.
GADOR


 
 
 
 
 
 
 
 Investigating
Prosecutor



CERTIFICATION



I
 hereby
 certify
 that
 I
 have
 personally
 examined
 the
 Affiant
 and
 that
 I
 am
 satisfied
 that
 she

voluntarily
executed
and
understood
her
Affidavit.


 
 
 
 
 
 
 

IMBES
T.
GADOR


 
 
 
 
 
 
 
 Investigating
Prosecutor





COUNTER‐AFFIDAVIT



A
Checklist

 In
 making
 a
 counter‐affidavit,
 it
 is
 important
 to
 have
 the
 following
 as
 a
 checklist
 in
 mind:
 (1)

Identity
 of
 affiant
 and
 other
 personal
 circumstances;
 (2)
 Factual
 Allegations;
 (3)
 Defenses

Signature
of
affiant;
(4)
Verification
Certification;
and
(5)
Supporting
documents
or
affidavits

 A
counter
affidavit
should
be
filed
within
10
days
from
receipt
of
subpoena
with
the
complaint

and
supporting
affidavits.



Requirement
of
Certification
by
the
Prosecutor



 
 

 [LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 2

 Section
3(c),
Rule
112
of
the
Rules
of
Criminal
Procedure
states
that
counter‐affidavits
shall
be

subscribed
 and
 certified
 in
 the
 same
 manner
 as
 complaints.
 Thus,
 they
 shall
 be
 subscribed

before
 any
 prosecutor
 or
 government
 official
 authorized
 to
 administer
 oaths,
 or,
 in
 their

absence
or
unavailability,
before
a
notary
public.







SAMPLE:
Counter‐Affidavit





REPUBLIC
OF
THE
PHILIPPINES

OFFICE
OF
THE
PROSECUTOR

Makati
City





MARIA
M.
LOPEZ,
 

Complainant,
 










‐versus‐
 






















I.
S.
No.
11211


 






















For:
Theft

RAMON
A.
SANTAMARIA
 

Respondent.
 

xx
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
xx

COUNTER
AFFIDAVIT




 I,
 RAMON
 A.
 SANTAMARIA,
 of
 legal
 age,
 Filipino,
 with
 home
 address
 at
 5
 Privet
 Drive,
 Hoggy

Village,
Makati
City,
after
being
sworn
to
in
accordance
with
law,
hereby
depose
and
state
that:




 1.
 I
 am
 the
 neighbor
 of
 MARIA
 M.
 LOPEZ
 who
 resides
 at
 4
 Privet
 Drive,
 Hoggy
 Village,
 Makati

City;


 2.
I
recently
learned
that
I
have
been
made
a
respondent
in
I.S.
No.
11211,
a
charge
for
THEFT

filed
by
MARIA
M.
LOPEZ
on
April
30,
2008
before
the
Office
of
the
City
Prosecutor
of
Quezon
City;


 3.
On
May
15,
2008,
I
received
a
Subpoena
from
said
Office
requiring
me
to
submit
a
Counter‐
Affidavit
within
ten
(10)
days
from
such
receipt;


 4.
The
charge
is
based
on
the
allegation
that
I
sneaked
into
the
house
of
MARIA
M.
LOPEZ
on

April
28,
2008,
9
p.m.,
and
steal
her
blue
Pilot
ball
pen;


 5.
 To
 rebut
 the
 allegations
 of
 MARIA
 M.
 LOPEZ,
 I
 hereby
 as
 Annex
 A
 and
 B
 respectively,
 my

passport
and
a
plane
ticket
issued
by
the
Philippine
Airlines;

6.
The
attached
passport
and
plane
ticket
will
indicate
that
I
left
for
China
on
April
20,
2008
only

to
return
on
April
29,
2008,
it
is
therefore,
impossible
for
me
to
commit
the
acts
alleged
by
MARIA
M.

LOPEZ;

7.
 Considering
 the
 foregoing,
 I
 respectfully
 pray
 that
 I
 be
 acquitted
 of
 the
 crime
 of
 THEFT

wrongfully
imputed
upon
me
by
MARIA
M.
LOPEZ.





 
 

 [LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 3

TO
THE
TRUTH
OF
THE
FOREGOING,
I
have
signed
this
Counter‐Affidavit
on
May
20,
2008.



RAMON
A.
SANTAMARIA


 
 
 
 
 
 
 
 
 Affiant


 
 
 
 
 
 
 
 
 

SUBSCRIBED
and
SWORN
TO
BEFORE
ME,
this
20th
day
of
May
2008
at
Makati
City.




 
 
 
 
 
 
 CONSEN
T.
DOR


 
 
 
 
 
 
 
 City
Prosecutor



CERTIFICATION



I
 hereby
 certify
 that
 I
 have
 personally
 examined
 the
 Affiant
 and
 that
 I
 am
 satisfied
 that
 he

voluntarily
executed
and
understood
his
Affidavit.


 
 
 
 
 
 
 

CONSEN
T.
DOR


 
 
 
 
 
 
 
 City
Prosecutor







INFORMATION



A
Checklist

 In
making
an
Information,
it
is
important
to
have
the
following
as
a
checklist
in
mind:
(1)
Name

of
 parties;
 (2)
 Offense
 as
 designated
 by
 statute;
 (3)
 Acts
 or
 omissions
 complained
 of
 as

constituting
 the
 offense
 including
 a
 statement
 of
 the
 qualifying
 or
 aggravating
 circumstances;

(4)
Time
of
the
commission
of
the
offense;
(5)
Place
of
commission;
(6)
Signature
of
Prosecutor

(for
 the
 Information);
 (7)
 Signature
 of
 Offended
 Party,
 Peace
 officer
 or
 Public
 officer
 charged

with
 enforcement
 of
 the
 law
 (for
 the
 Complaint);
 (8)
 Verification;
 and
 (9)
 Certification
 of

Preliminary
Investigation
or
Inquest.

 If
the
Information
is
filed
after
inquest
(and
not
preliminary
investigation),
add
the
following:

1. Place
where
accused
is
actually
detained;

2. Full
name
and
address
of
evidence
custodian;
and

3. Detailed
description
of
recovered
items,
if
any.

 An
Information
that
is
correct
in
form
and
substance
is
important
to
apprise
the
accused
of
his

right
 to
 be
 informed,
 as
 provided
 under
 Rule
 110
 of
 the
 Rules
 of
 Court
 and
 the
 1987

Constitution.







SAMPLE:
Information
with
Certificate
of
Inquest
(Theft)







 
 

 [LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 4

REPUBLIC
OF
THE
PHILIPPINES

REGIONAL
TRIAL
COURT


NATIONAL
CAPITAL
JUDICIAL
REGION

MAKATI
CITY,
BRANCH
________





PEOPLE
OF
THE
PHILIPPINES,


 
 
 
 Plaintiff,




 
 ‐
versus
‐

 
 
 
 
 Criminal
Case
No.
80688‐00


 
 
 
 
 
 
 
 For:

Theft



WILLIAM
GOCON,


 
 
 
 Accused.

x
==============================
x





INFORMATION



The
undersigned
accuses
WILLIAM
GOCON
of
the
crime
of
theft,
committed
as
follows:



That
on
or
about
the
month
of
January,
2008
in
the
City
of
Makati,
Republic
of
the
Philippines

and
within
the
jurisdiction
of
this
Honorable
Court,
the
above
named
accused
WILLIAM
GOCON
 being

then
 an
 employee
 of
 SLAZENBALL
 INC.
 in
 charge
 of
 operation
 of
 the
 machines
 for
 the
 production
 of

tennis
balls
with
intent
to
gain,
with
grave
abuse
of
confidence,
did
then
and
there
willfully,
unlawfully

and
 feloniously
 take,
 steal
 and
 carry
 away
 six
 thousand
 (6,000)
 pieces
 of
 tennis
 balls
 produced
 by
 the

machines
 valued
 at
 Three
 Hundred
 Fifty
 thousand
 Pesos
 (P350,000.00),
 without
 the
 knowledge
 and

consent
of
SLAZENBALL
INC.
to
its
damage
and
prejudice.



CONTRARY
TO
LAW.





ROGER
MAMARIL

Assistant
City
Prosecutor





CERTIFICATION
AS
TO
CONDUCT
OF
INQUEST




 I
hereby
certify
that
the
accused
was
lawfully
arrested
without
a
warrant
and
that,
upon
being

informed
of
his
rights,
refused
to
waive
the
provisions
of
Article
125
of
the
Revised
Penal
Code
and,
for

this
reason,
an
Inquest
was
conducted;
that
based
on
the
complaint
and
the
evidence
presented
before

me
without
any
countervailing
evidence
submitted
by
the
accused,
despite
opportunity
to
do
so,
there
is

reasonable
 ground
 to
 believe
 that
 the
 accused
 has
 committed
 the
 crime
 of
 theft
 and
 should,
 thus,
 be

held
for
said
crime;
that
this
Information
was
with
the
prior
authority
of
the
City
Prosecutor.





ROGER
MAMARIL



 
 

 [LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 5

Assistant
City
Prosecutor





SUBSCRIBED
AND
SWORN
TO
BEFORE
ME
this
17th
day
of
February
2009
in
Makati
City,
Metro

Manila,
Philippines.



BEN
BENAVIDES

City
Prosecutor








SAMPLE:
Information
with
Certificate
of
Inquest
(Slander)





REPUBLIC
OF
THE
PHILIPPINES

METROPOLITAN
TRIAL
COURT

NATIONAL
CAPITAL
JUDICIAL
REGION

MAKATI
CITY,
BRANCH
________





PEOPLE
OF
THE
PHILIPPINES,


 
 
 
 Plaintiff,




 
 ‐
versus
‐

 
 
 
 Criminal
Case
No.
99688‐00


 
 
 
 
 
 
 For:

Slander



JENNY
CRUZ.


 
 
 
 Accused.

x
===============================
x





INFORMATION



The
undersigned
accuses
JENNY
CRUZ
of
the
crime
of
slander,
committed
as
follows:



That
on
or
about
January
25,
2009,
in
the
City
of
Makati,
Philippines,
and
within
the
jurisdiction

of
 this
 Honorable
 Court,
 the
 above‐mentioned
 accused
 with
 intent
 to
 cast
 dishonor,
 discredit
 and

contempt
 upon
 one
 MYLA
 GONZALES,
 willfully,
 unlawfully
 and
 feloniously
 uttered
 publicly
 in
 the

presence
and
in
front
of
and
within
the
hearing
of
numerous
people
in
the
auditorium
where
they
were

the
 following
 defamatory
 words,
 to
 wit:
 "YOU
 ARE
 A
 CONNIVING,
 ADULTEROUS
 and
 MURDEROUS

BITCH!
YOU
USELESS
PIECE
OF
SHIT!”
to
the
dishonor,
discredit
and
contempt
of
said
MYLA
GONZALES.




CONTRARY
TO
LAW.





ROGER
MAMARIL

Assistant
City
Prosecutor



 
 

 [LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 6





CERTIFICATION
AS
TO
CONDUCT
OF
INQUEST




 I
hereby
certify
that
the
accused
was
lawfully
arrested
without
a
warrant
and
that,
upon
being

informed
of
his
rights,
refused
to
waive
the
provisions
of
Article
125
of
the
Revised
Penal
Code
and,
for

this
reason,
an
Inquest
was
conducted;
that
based
on
the
complaint
and
the
evidence
presented
before

me
without
any
countervailing
evidence
submitted
by
the
accused,
despite
opportunity
to
do
so,
there
is

reasonable
 ground
 to
 believe
 that
 the
 accused
 has
 committed
 the
 crime
 of
 theft
 and
 should,
 thus,
 be

held
for
said
crime;
that
this
Information
was
with
the
prior
authority
of
the
City
Prosecutor.





ROGER
MAMARIL

Assistant
City
Prosecutor





SUBSCRIBED
AND
SWORN
TO
BEFORE
ME
this
17th
day
of
February
2009
in
Makati
City,
Metro

Manila,
Philippines.





BEN
BENAVIDES

City
Prosecutor









SAMPLE:
Information
with
Certificate
of
Preliminary
Investigation






(Murder)



REPUBLIC
OF
THE
PHILIPPINES

REGIONAL
TRIAL
COURT


NATIONAL
CAPITAL
JUDICIAL
REGION

MAKATI
CITY,
BRANCH
________




 
 

PEOPLE
OF
THE
PHILIPPINES

Plaintiff,
 
 


 
 Criminal
Case
No.
_____________

‐Versus‐
 For:
Murder



JUAN
DELA
CRUZ
 
 

Accused.
 
 

x
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
x
 
 



INFORMATION



 
 

 [LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 7



The
Undersigned
accuses
JUAN
DELA
CRUZ
of
the
crime
of
Murder,
committed
as
follows:



That
on
or
about
2:00am,
on
2
January
2009,
in
the
City
of
Makati
and
within
the
jurisdiction
of

this
 Honorable
 Court,
 the
 said
 accused
 aimed
 a
 loaded
 semi‐automatic
 firearm
 at
 the
 person
 of

ANTONIO
 BAGUMBAYAN
 and
 willfully,
 unlawfully
 and
 feloniously,
 with
 intent
 to
 kill
 and
 evident

premeditation,
 discharged
 the
 said
 firearm
 in
 the
 direction
 of
 BAGUMBAYAN,
 inflicting
 fatal
 wounds

thereupon.



CONTRARY
TO
LAW
with
the
aggravating
circumstances
of
evident
premeditation,
use
of
firearm

and
commission
during
nighttime.





ROGER
MAMARIL

Assistant
City
Prosecutor




CERTIFICATE
OF
PRELIMINARY
INVESTIGATION




I
hereby
certify
that
a
preliminary
investigation
in
this
case
was
conducted
by
me
in
accordance

with
 law;
 that
 I
 examined
 the
 police
 reports
 and
 the
 testimonies
 presented;
 that
 there
 is
 reasonable

ground
to
believe
that
the
offense
charged
had
been
committed
and
that
the
accused
is
probably
guilty

thereof;
that
the
accused
was
informed
of
the
Complaint
and
of
the
evidence
submitted
against
him
and

was
 given
 the
 opportunity
 to
 submit
 controverting
 evidence;
 and
 that
 the
 filing
 of
 this
 Information
 is

with
the
prior
authority
and
approval
of
the
City
Prosecutor.





ROGER
MAMARIL

Assistant
City
Prosecutor




SUBSCRIBED
AND
SWORN
TO
BEFORE
ME
this
25th
of
February
2009
in
Makati
City.






BEN
BENAVIDES

City
Prosecutor







SAMPLE:
Information
with
Certificate
of
Preliminary
Investigation






(Qualified
Theft)





REPUBLIC
OF
THE
PHILIPPINES

REGIONAL
TRIAL
COURT


NATIONAL
CAPITAL
JUDICIAL
REGION

MAKATI
CITY,
BRANCH
________





 
 

 [LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 8



PEOPLE
OF
THE
PHILIPPINES,
 
 

Plaintiff,
 
 


 
 Criminal
Case
No.
_____________

‐versus‐
 For:
Qualified
Theft



AMANDA
DELA
CRUZ,
 
 

Accused.
 
 

x
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
x
 
 



INFORMATION



The
 Undersigned
 accuses
 AMANDA
 DELA
 CRUZ
 of
 the
 crime
 of
 Qualified
 Theft,
 committed
 as

follows:



That
 on
 or
 about
 2
 January
 2009,
 in
 the
 City
 of
 Makati
 and
 within
 the
 jurisdiction
 of
 this

Honorable
Court,
the
said
accused,
a
person
of
legal
age,
residing
at
18
Manolo
St,
Poblacion,
Makati,

and
at
the
time
of
the
commission
of
the
crime,
was
employed
as
a
cashier
in
Venus
Drug
located
at
12

Makati
Avenue,
Makati
City,
did
there
and
then,
willfully,
unlawfully
and
feloniously,
with
grave
abuse
of

confidence
and
with
intent
to
gain,
took
cash
from
the
register
of
the
said
establishment
in
the
amount

of
thirty
five
thousand
pesos
(P35,000.00),
without
the
knowledge
and
consent
of
her
employer.



CONTRARY
TO
LAW.





ROGER
MAMARIL

Assistant
City
Prosecutor





CERTIFICATE
OF
PRELIMINARY
INVESTIGATION



I
hereby
certify
that
a
preliminary
investigation
in
this
case
was
conducted
by
me
in
accordance

with
law;
that
I
examined
the
Complainant,
the
witnesses
and
other
documents
presented;
that
there
is

reasonable
 ground
 to
 believe
 that
 the
 offense
 charged
 had
 been
 committed
 and
 that
 the
 accused
 is

probably
guilty
thereof;
that
the
accused
was
informed
of
the
Complaint
and
of
the
evidence
submitted

against
him
and
was
given
the
opportunity
to
submit
controverting
evidence;
and
that
the
filing
of
this

Information
is
with
the
prior
authority
and
approval
of
the
City
Prosecutor.





ROGER
MAMARIL

Assistant
City
Prosecutor





SUBSCRIBED
AND
SWORN
to
before
me
this
25th
of
February
2009
in
Makati
City<
Metro
Manila,

Philippines.




 
 

 [LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 9





BEN
BENAVIDES

City
Prosecutor





LEGAL
FORMS
IN
CIVIL
CASES





COMPLAINT



A
Checklist

 The
complaint
is
the
pleading
alleging
the
plaintiff's
cause
or
causes
of
action.
The
names
and

residences
 of
 the
 plaintiff
 and
 defendant
 must
 be
 stated
 in
 the
 complaint.
 (Section
 3,
 Rule
 6,

Rules
of
Court)
It
is
the
initiatory
pleading
in
civil
cases.
 Every
 pleading
 shall
 contain
 in
 a
 methodical
 and
 logical
 form,
 a
 plain,
 concise
 and
 direct

statement
 of
 the
 ultimate
 facts
 on
 which
 the
 party
 pleading
 relies
 for
 his
 claim
 or
 defense,
 as

the
case
may
be,
omitting
the
statement
of
mere
evidentiary
facts.
(Section
1,
Rule
8)

 The
pleading
shall
specify
the
relief
sought,
but
it
may
add
a
general
prayer
for
such
further
or

other
relief
as
may
be
deemed
just
or
equitable.
[Section
2(c),
Rule
7]

When
the
plaintiff
is
a
corporation
 When
the
Plaintiff
is
a
corporation,
a
Secretary’s
Certificate
must
be
attached
to
the
Complaint

aside
 from
 the
 Verification
 and
 Certification
 against
 Forum
 Shopping.
 
 Such
 Secretary’s

Certificate
 shall
 state
 the
 resolutions
 during
 the
 Board
 of
 Directors’
 meeting
 authorizing
 the

President
 of
 the
 corporation
 to:
 (1)
 cause
 the
 preparation
 and
 the
 filing
 of
 the
 complaint;
 (2)

engage
 the
 services
 of
 counsel
 for
 the
 purpose
 of
 preparing
 and
 filing
 the
 said
 Complaint
 on

behalf
 of
 the
 corporation,
 and
 (3)
 sign
 under
 oath
 on
 behalf
 of
 the
 corporation
 the
 requisite

Verification
and
Certification
to
be
attached
to
the
Complaint.









SAMPLE:
Complaint
for
Sum
of
Money





Republic
of
the
Philippines

National
Capital
Judicial
Region

REGIONAL
TRIAL
COURT

Branch
___,
Muntinlupa
City





Isidore
Y.
Labrador,


 
 
 Plaintiff,




 
 
 
 
 
 
 
 
 Civil
Case
No.
________



 
 

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 ‐
versus
‐
 
 
 
 
 
 
 For:
Sum
of
Money





Francis
Arispacochaga,


 
 
 Defendant.

x
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
x





COMPLAINT



PLAINTIFF,
by
counsel,
respectfully
states
that:



The
Parties



1. Plaintiff
 is
 a
 Filipino,
 of
 legal
 age,
 and
 resident
 of
 No.
 123
 Madrigal
 Avenue,
 Ayala

Alabang
Village,
Muntinlupa
City;



2. Defendant
is
also
a
Filipino,
of
legal
age
and
resident
of
No.
452
Dama
de
Noche
Street,

Ayala
 Alabang
 Village,
 Muntinlupa
 City
 where
 he
 may
 be
 served
 with
 summons
 and

other
court
processes.







The
Facts



3. Sometime
in
March
15,
2004
and
over
a
period
of
six
(6)
months,
defendant
borrowed

certain
 amounts
 from
 plaintiff.
 Defendant
 promised
 to
 pay
 these
 amounts
 on
 an

installment
basis
monthly.
These
amounts
now
total
Four
Million
Pesos
(P4,000,000.00).



4. Despite
 repeated
 demands,
 both
 oral
 and
 written,
 defendant
 failed
 or
 has
 refused
 to

pay
any
amount
to
plaintiff
as
no
installment
payment
has
ever
been
made.
A
copy
of

each
of
plaintiff’s
two
(2)
demand
letters
is
attached
as
ANNEX
“A”
and
“B”
and
made
an

integral
part
of
this
complaint,
respectively.



5. Resort
 to
 the
 Barangay
 Conciliation
 process
 proved
 fruitless
 as
 defendant
 failed
 to

appear
 despite
 notice
 on
 him
 to
 appear.
 Thus,
 a
 Certification
 to
 File
 Action,
 a
 copy
 of

which
is
attached
as
ANNEX
“C”
and
made
an
integral
part
of
this
complaint,
was
issued

by
the
Barangay
Chairman.



6. Defendant's
obligation
is
due
and
demandable
and
plaintiff
is
entitled
to
the
payment
of

the
 entire
 amount
 of
 Five
 Million
 Six
 Hundred
 Thousand
 Pesos
 (P5,600,000.00)
 plus

legal
interests.



7. By
reason
of
defendant’s
unreasonable
failure
or
refusal
to
pay
his
due
and
demandable

obligation,
plaintiff
was
forced
to
engage
the
services
of
counsel
to
vindicate
his
rights



 
 

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thereby
committing
himself
to
pay
legal
expenses
amounting
to
Ninety
Thousand
Pesos

(P90,000.00).



Prayer


WHEREFORE,
 plaintiff
 respectfully
prays
for
judgment
in
 his
favor
 through
a
Decision
directing


defendant
 to
 pay
 him
 FIVE
 MILLION
 SIX
 HUNDRED
 THOUSAND
 PESOS
 (P5,600,000.00),
 with
 legal

interest
as
ACTUAL
DAMAGES
and
NINETY
THOUSAND
PESOS
(P90,000.00)
as
Attorney's
Fees.



Plaintiff
 prays
 for
 such
 other
 and
 further
 reliefs
 as
 may
 be
 deemed
 just
 and
 equitable
 in
 the

premises.


Muntinlupa
City,
June
28,
2008.





Demetria
Sandoval

Counsel
for
Plaintiff

5th
Floor,
Madrigal
Business
Tower,

Madrigal
Business
Center,
Alabang,
Muntinlupa
City

Attorney’s
Roll
No.
34975

IBP
No.
23655‐01/03/08‐Muntinlupa

PTR
No.
45321‐01/03/08‐Muntinlupa

MCLE
Compliance
No.
II‐0008776‐Nov.
17,
2007




VERIFICATION
AND
CERTIFICATION





I,
Isidore
Y.
Labrador,
of
legal
age,
after
having
been
duly
sworn,
depose
and
state
that:




 I
am
the
Plaintiff
in
the
foregoing
Complaint
for
Sum
of
Money.



I
caused
the
preparation
of
the
Complaint,
which
I
have
fully
read
and
understood.




 I
hereby
affirm
that
all
factual
allegations
contained
in
said
Complaint
are
true
and
correct
of
my

own
personal
knowledge
and
belief,
as
well
as
true
and
correct
on
the
basis
of
authentic
documents
and

records
in
my
possession.




 I
certify
that
I
have
not
heretofore
commenced
any
action
or
filed
any
claim
involving
the
same

issues
in
any
court,
tribunal,
or
quasi‐judicial
agency.




If
I
should
hereafter
learn
that
any
other
similar
action
or
claim
has
been
filed
or
is
pending,
I

shall
report
that
fact
within
five
(5)
days
from
knowledge
thereof
to
this
Honorable
Court.






 
 
 
 
 
 
 
 ISIDORE
Y.
LABRADOR



 
 

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(JURAT)







SAMPLE:
Complaint
for
Ejectment





Republic
of
the
Philippines

National
Capital
Judicial
Region

METROPOLITAN
TRIAL
COURT

Branch
___,
Makati
City





Jeffrey
Salas,


 
 Plaintiff,


 
 

Civil
Case
No.
________


 ‐
versus
‐
 
 
 
 
 
 
 For:
Ejectment





Rustico
de
Borja,


 
 Defendant.

xx
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
xx





COMPLAINT





PLAINTIFF,
by
counsel,
respectfully
states
that:





The
Parties



1. Plaintiff
 is
 a
 Filipino,
 of
 legal
 age,
 and
 resident
 of
 No.
 10
 Hidalgo
 Street,
 San
 Lorenzo

Village,
Makati
City;



2. Defendant
 is
 also
 a
 Filipino,
 of
 legal
 age
 and
 resident
 of
 No.
 20
 Ponce
 Street,
 San

Lorenzo
 Village,
 Makati
 City,
 where
 he
 may
 be
 served
 with
 summons
 and
 other
 court

processes.



The
Facts



3. Plaintiff
owns
that
property
located
at
No.
20
Ponce
Street,
San
Lorenzo
Village,
Makati

City,
which
it
leased
to
defendant
under
the
terms
and
conditions
stated
in
the
Contract



 
 

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of
Lease
dated
January
31,
2005,
which
contract
expired
on
January
31,
2007.
A
copy
of

the
contract
is
attached
as
ANNEX
“A”
and
made
an
integral
part
of
this
complaint.



4. Upon
the
expiration
of
the
contract,
plaintiff
informed
defendant
of
his
intention
not
to

renew
the
lease
as
he
would
use
the
property
to
put
up
his
own
business.

Plaintiff
then

asked
 defendant
 to
 vacate
 the
 premises.
 A
 copy
 of
 plaintiff’s
 letter
 to
 defendant
 is

attached
as
ANNEX
“B”
and
made
an
integral
part
of
this
complaint.



5. Despite
demand
duly
made
and
received,
defendant
has
refused
to
vacate
the
premises

and
continues
to
occupy
the
property
without
plaintiff’s
consent.
Resort
to
the
Barangay

Conciliation
 system
 proved
 useless
 as
 defendant
 refused
 to
 appear
 before
 the
 Lupong

Tagapamayapa.
 A
 Certification
 to
 File
 Action
 is
 attached
 as
 ANNEX
 “C”
 and
 made
 an

integral
part
of
this
complaint.



6. Defendant's
 act
 of
 dispossession
 has
 caused
 plaintiff
 to
 suffer
 material
 injury
 because

plaintiff’s
 business
 plans
 could
 not
 be
 implemented
 despite
 the
 arrival
 of
 machineries

specifically
 leased
 for
 this
 purpose
 at
 the
 rental
 rate
 of
 One
 Hundred
 Fifty
 Thousand

pesos
(P150,000.00)
per
month.
Defendant’s
continued
occupation
of
the
premises
has

also
 forced
 plaintiff
 to
 sue
 and
 to
 incur
 legal
 expenses
 amounting
 to
 Fifty
 Thousand

Pesos
(P
50,000.00).










Prayer



WHEREFORE,
 plaintiff
 respectfully
 prays
 for
 judgment
 in
 his
 favor
 by
 ordering
 defendant
 to

vacate
 the
 property
 and
 peacefully
 turn
 over
 possession
 to
 plaintiff
 and
 for
 defendant
 to
 pay
 plaintiff

the
 amount
 of
 One
 Million
 Two
 Hundred
 Thousand
 Pesos
 (P1,200,000.00)
 representing
 rentals
 on
 the

machineries
for
eight
(8)
months
and
Fifty
Thousand
Pesos
(P50,000.00)
for
Attorney's
fees.



Other
just
and
equitable
reliefs
are
also
prayed
for.



Muntinlupa
City
for
Makati
City,
September
30,
2007.





Atty.
Demetria
Sandoval

Counsel
for
Plaintiff

5th
Floor,
Madrigal
Business
Tower,

Madrigal
Business
Center,
Alabang,
Muntinlupa
City

Attorney’s
Roll
No.
34975

IBP
O.R.
No.
23655‐01/03/08‐Muntinlupa

PTR
O.R.
No.
45321‐01/03/08‐Muntinlupa

MCLE
Compliance
No.
II‐0008776‐Nov.
17,
2007



 
 

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(Verification
and
Certification
against
Forum
Shopping;


see
preceding
sample)





ANSWER

 An
answer
is
a
pleading
in
which
a
defending
party
sets
forth
his
defenses.
(Section
4,
Rule
6)

Meanwhile,
a
counterclaim
is
any
claim
which
a
defending
party
may
have
against
an
opposing

party.
(Section
6,
Rule
6)

 A
defendant
must
specify
each
material
allegation
of
fact
the
truth
of
which
he
does
not
admit

and,
whenever
practicable,
shall
set
forth
the
substance
of
the
matters
upon
which
herelies
to

support
 his
 denial.
 Where
 a
 defendant
 desires
 to
 deny
 only
 a
 part
 of
 an
 averment,
 he
 shall

specify
 somuch
 of
 it
 as
 is
 true
 and
 material
 and
 shalldeny
 only
 the
 remainder.
 Where
 a

defendant
 is
 withoutknowledge
 or
 information
 sufficient
 to
 form
 a
 belief
 as
 to
 the
 truth
 of
 a

material
 averment
 made
 in
 the
 complaint,
 he
 shall
 so
 state,
 andthis
 shall
 have
 the
 effect
 of
 a

denial.
(Section
10,
Rule
8)

 An
 affirmative
 defense
 is
 an
 allegation
 of
 a
 new
 matter
 which,
 while
 hypothetically
 admitting

the
 material
 allegations
 in
 the
 pleading
 of
 the
 claimant,
 would
 nevertheless
 prevent
 or
 bar

recovery
 by
 him.
 The
 affirmative
 defenses
 include
 fraud,
 statute
 of
 limitations,
 release,

payment,
 illegality,
 statute
 of
 frauds,
 estoppel,
 former
 recovery,
 discharge
 in
 bankruptcy,
 and

any
other
matter
by
way
of
confession
and
avoidance.
[Section
5(b),
Rule
6]

 A
compulsory
counterclaim
is
one
which,
being
cognizable
by
the
regular
courts
of
justice,
arises

out
of
or
is
connected
with
the
transaction
or
occurrence
constituting
the
subject
matter
of
the

opposing
party's
claim
and
does
not
require
for
its
adjudication
the
presence
of
third
parties
of

whom
the
court
cannot
acquire
jurisdiction.
Such
a
counterclaim
must
be
within
the
jurisdiction

of
 the
 court
 both
 as
 to
 the
 amount
 and
 the
 nature
 thereof,
 except
 that
 in
 an
 original
 action

before
the
Regional
Trial
Court,
the
counterclaim
may
be
considered
compulsory
regardless
of

the
amount.
(Section
7,
Rule
6)







SAMPLE:
Answer
(With
Counterclaim)





Republic
of
the
Philippines

National
Capital
Judicial
Region

REGIONAL
TRIAL
COURT

Branch
123,
Muntinlupa
City





Thomas
Cruz,
Jr.,


 
 
 Plaintiff,


 
 
 
 
 
 
 
 
 Civil
Case
No.
09‐12345



 
 

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 ‐
versus
‐
 
 
 
 
 
 
 For:
Sum
of
Money



Brandon
Petey
Pablo,


 
 
 Defendant.

x
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
x



ANSWER

(With
COUNTERCLAIM)




DEFENDANT,
 through
 counsel,
 by
 way
 of
 answer
 to
 plaintiff’s
 complaint,
 respectfully


states
that:


Admissions/Denials



1. He
admits
the
allegations
in
paragraph
2
of
the
Complaint
regarding
his
personal
circumstances;




2. He
 is
 without
 knowledge
 or
 information
 to
 form
 a
 belief
 as
 to
 the
 truth
 of
 the
 allegations
 in

paragraphs
1,
4,
5,
and
6
of
the
Complaint;



3. He
 specifically
 denies
 each
 and
 every
 material
 allegation
 in
 paragraph
 3
 of
 the
 Complaint,
 since

such
 allegations
 are
 maliciously
 false
 and
 meant
 only
 to
 unjustly
 enrich
 Plaintiff
 at
 Defendant’s

expense.
 The
 truth
 is
 the
 principal
 obligation
 amounts
 to
 only
 Six
 Hundred
 Thousand
 Pesos

(P600,000.00),
 but
 due
 to
 unconscionable
 interests,
 excessive
 penalties
 and
 other
 charges,

Defendant
was
deceived

into
signing
a
receipt
that
showed,
as
Defendant
much
later
on
learned,

the
 aggregate
 amount
 of
 indebtedness
 to
 be
 Nine
 Hundred
 Thousand
 Pesos
 (P900,000.00),

inclusive
of
the
unconscionable
interests,
excessive
penalties,
and
other
charges;

.



Special
and
Affirmative
Defenses



4. The
complaint
does
not
state
a
cause
of
action
and
is
a
sham
pleading;



4.1 On
 or
 about
 June
 28,
 2005,
 Defendants
 incurred
 an
 indebtedness
 of
 Three
 Hundred
 Fifty

Thousand
Pesos
(P350,000.00)
with
Plaintiff;



4.2 Due
to
a
close
and
long
relationship
with
Plaintiff,
Defendant
was
deceived
into
signing
a
receipt

which
 he
 thought
 contained
 only
 a
 reasonable
 rate
 of
 interest
 per
 Defendant’s
 oral
 agreement

with
Plaintiff;



4.3 Upon
securing
a
copy
of
the
receipt
much
later,
Defendant
discovered
to
his
utter
surprise
that

the
rate
of
interest
indicated
on
the
receipt
is
five
(5%)
percent
per
month,
or
sixty
(60%)
percent

per
annum;




 
 

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4.4 Defendants
 were
 perplexed
 that
 their
 indebtedness
 continued
 to
 increase
 despite
 the
 fact
 that

they
 had
 already
 paid
 Plaintiff
 the
 following
 amounts:
 P150,000.00
 on
 July
 12,
 2005
 and

P250,000.00
 on
 September
 8,
 2008,
 more
 than
 the
 principal
 obligation
 of
 P350,000.00.

[Photocopies
of
payment
receipts
are
hereto
attached
as
Annexes
“A”
to
“A‐9”
and
are
made
an

integral
part
of
this
Answer.]






Counterclaim



5. Defendant
additionally
submits
that
he
is
entitled
to
relief
arising
from
the
filing
of
this
malicious

and
baseless
suit,
as
follows:



5.1 Moral
 Damages
 amounting
 to
 Fifty
 Thousand
 Pesos
 (P50,000.00)
 because
 his
 name
 and

reputation
were
besmirched
by
this
malicious
and
baseless
suit.



5.2 Despite
full
payment
by
Defendant
of
the
principal
obligation,
Plaintiff
has
instituted
the
instant

malicious
suit
which
compelled
Defendant
to
engage
the
services
of
counsel,
in
order
to
protect

Defendant’s
 interests,
 for
 an
 agreed
 professional
 fee
 of
 P200,000.00,
 plus
 an
 appearance
 fee
 of

P5,000.00
per
hearing.




5.3 Defendants
also
incurred
other
litigation
expenses
in
the
sum
of
P
50,000.00.
For
all
of
said
fees

and
litigation
expenses,
Plaintiff
should
be
adjudged
liable
to
Defendant.





WHEREFORE,
 Defendant
 respectfully
 prays
 that
 judgment
 be
 rendered
 in
 his
 favor
 by

dismissing
the
Complaint
and
granting
defendant's
counterclaim
by
awarding
defendant:
(a)
Fifty

Thousand
 Pesos
 (P50,000.00)
 as
 Moral
 Damages,
 and
 (b)
 Two
 Hundred
 Thousand
 Pesos

(P200,000.00)
 plus
 Five
 Thousand
 Pesos
 (P5,000.00)
 for
 every
 hearing
 attended
 by
 Defendant’s

counsel
as
Attorney's
Fees.



Other
just
and
equitable
reliefs
are
prayed
for.



Quezon
City
for
Muntinlupa
City,
October
11,
2007.





MARICEL
X.
TOLENTINO

Counsel
for
Defendant

89
Mindanao
Ave.,
Quezon
City

Attorney’s
Roll
No.
56247

IBP
No.
015456/
January
15,
2008/
Quezon
City

PTR
No.
014523/
January
20,
2008/
Quezon
City

MCLE
No.
854265/
January
8,
2008



(Verification
and
Certification
against
Forum
Shopping)







 
 

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Copy
furnished
through
personal
service:




Atty.
Demetria
Sandoval

Counsel
for
the
Plaintiff

5th
Floor,
Madrigal
Business
Tower,

Madrigal
Business
Center,

Alabang,
Muntinlupa
City





PROOF
OF
SERVICE






 I,
 Primitivo
 Santos,
 messenger
 for
 Atty.
 Maricel
 Tolentino,
 herein
 counsel
 for
 Defendant

Brandon
Petey
Pablo,
hereby
certify
that
I
personally
delivered
Defendant’s
Answer
dated
October
11,

2007
 to
 Plaintiff
 Thomas
 Cruz,
 Jr.
 with
 address
 at
 No.
 217
 Pacific
 Avenue,
 Pacific
 Village,
 Alabang,

Muntinlupa
City.

The
Answer
was
received
by
plaintiff
himself.





PRIMITIVO
SANTOS



(JURAT)



Copy
furnished
through
registered
mail:





Atty.
Demetria
Sandoval

Counsel
for
the
Plaintiff

5th
Floor,
Madrigal
Business
Tower,

Madrigal
Business
Center,

Alabang,
Muntinlupa
City

Registry
Receipt
No.
1234

Muntinlupa
City
Post
Office

Date:
October
15,
2007



EXPLANATION

(Pursuant
to
Section
11,
Rule
13,
1997
Rules
of
Civil
Procedure)



A
copy
of
the
foregoing
Answer
was
served
on
Plaintiff’s
counsel
by
registered
mail
due
to
time

constraints
and
lack
of
messenger
to
effect
personal
service.





Atty.
Maricel
Tolentino


Counsel
for
Defendant



 
 

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N.B.
An
explanation
is
needed
only
when
service
was
made
via
registered
mail.





PRE‐TRIAL
BRIEF

 The
 parties
 shall
 file
 with
 the
 court
 and
 serve
 on
 the
 adverse
 party,
 in
 such
 manner
 as
 shall

ensure
 their
 receipt
 thereof
 at
 least
 three
 (3)
 days
 before
 the
 date
 of
 the
 pre‐trial,
 their

respective
pre‐trial
briefs
which
shall
contain,
among
others:

1. A
statement
of
their
willingness
to
enter
into
amicable
settlement
or
alternative
modes

of
dispute
resolution,
indicating
the
desired
terms
thereof

2. A
summary
of
admitted
facts
andproposed
stipulation
of
facts

3. The
issues
to
be
tried
or
resolved

4. The
documents
or
exhibits
to
be
presented,
stating
the
purpose
thereof

5. 
A
 manifestation
 of
 their
 having
 availed
 or
 their
 intention
 to
 avail
 themselves
 of

discovery
procedures
or
referral
to
commissioners

6. The
 number
 and
 names
 of
 the
 witnesses,
 and
 the
 substance
 of
 their
 respective

testimonies

 Failure
to
file
the
pre‐trial
brief
shall
have
the
same
effect
as
failure
to
appear
at
the
pre‐trial.

(Section
6,
Rule
18)












SAMPLE:
Pre‐Trial
Brief





Republic
of
the
Philippines

National
Capital
Judicial
Region

REGIONAL
TRIAL
COURT

Branch
53,
Pasig
City





Katrina
Olmes,


 
 
 Plaintiff,


 


 
 
 
 
 
 
 
 
 Civil
Case
No.
07‐34567


 ‐
versus
‐
 
 
 
 
 
 
 For:
Sum
of
Money
 





Angelina
Jolina
Magdangal,


 
 
 Defendant.

x
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
x





 
 

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PRE‐TRIAL
BRIEF





DEFENDANT,
through
counsel,
respectfully
submits
her
Pre‐Trial
Brief,
as
follows:




I. WILLINGNESS
TO
ENTER
INTO
AN
AMICABLE
SETTLEMENT
AND
POSSIBLE
TERMS
OF
ANY
SUCH

SETTLEMENT



1.1. Subject
to
a
concrete
proposal
that
is
fair
and
reasonable
and
a
reciprocal
manifestation

of
openness
from
plaintiff,
defendant
is
open
to
the
possibility
of
amicably
settling
this

dispute.




1.2. Pursuant
to
Rule
18
of
the
1997
Rules
of
Civil
Procedure,
defendant
respectfully
submits

that
the
desired
terms
of
any
amicable
settlement
would
involve,
first,
a
clarification
of

the
 actual
 extent
 of
 any
 obligation
 due
 and
 owing
 to
 plaintiff
 inasmuch
 as
 there
 is

nothing
 to
 indicate
 defendant’s
 obligations
 to
 plaintiff
 and,
 second,
 a
 schedule
 of

payments.












II.



BRIEF
STATEMENT
OF
CLAIMS
AND
DEFENSES



1.1. Plaintiff
 seeks
 principally
 to
 recover
 the
 amount
 of
 One
 Million
 Pesos
 (P1,000,000.00)

with
interest
at
twelve
percent
(12%)
arising
allegedly
from
unpaid
orders
delivered
to

defendant.



1.2. Defendant
resists
plaintiff’s
claims
based
on
a
failure
to
state
a
cause
of
action
because

of:




2.2.1.
 Plaintiff's
 lack
 of
 personality
 to
 sue
 and,
 therefore,
 not
 being
 the
 real
 party
 in

interest
under
Rule
3,
section
2
of
the
1997
Rules
of
Civil
Procedure;



2.2.2.
 Extinguishment
of
the
alleged
claim
made
by
the
defendant
on
May
28,
2007.



2.3.
 Defendant
 also
 interposed
 a
 compulsory
 counterclaim
 for
 Fifty
 Thousand
 Pesos

(P50,000.00)
 for
 moral
 damages
 and
 Two
 Hundred
 Thousand
 Pesos
 (P200,000.00)
 as

attorney's
fees.





III.



 FACTS
AND
OTHER
MATTERS
ADMITTED
BY
THE
PARTIES



 
 

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3.1.
 Defendant
admits
only
those
facts
stated
in
his
Answer,
i.e.,
her
personal
circumstances,

receipt
of
the
demand
letter
dated
January
10,
2007
and
her
reply
to
the
demand
letter.



3.2.
 Subject
 to
 a
 concrete
 proposal
 for
 stipulation
 of
 additional
 facts
 from
 plaintiff
 during

pre‐trial
or
even
thereafter,
defendant
admits
no
other
facts
stated
in
the
Complaint.





IV.



 ISSUES
TO
BE
TRIED



4.1.
 Defendant
 submits
 that
 the
 following
 issues
 put
 forward
 by
 plaintiff
 are
 subject
 to

proof:



4.1.1.
 Plaintiff's
personality
to
seek
legal
relief;



4.1.2.
 Plaintiff's
entitlement
to
the
amount
claimed;



4.2.
 Defendant
submits
that
the
following
issues
she
put
forward
are
subject
to
proof:



4.2.1.
 Plaintiff's
bad
faith
in
filing
this
suit;



4.2.2.
 Defendant's
entitlement
to
the
claims
made
in
her
Compulsory
Counterclaim
as

a
result
of
plaintiff’s
bad
faith;





V.



EVIDENCE



5.1.
Defendant
intends
to
present
the
following
witnesses:



5.1.1.
 Defendant
herself
who
will
testify
on
the
true
circumstances
leading
to
the
filing

of
this
suit
against
her;



5.1.2.
 An
 employee
 of
 defendant
 with
 personal
 knowledge
 as
 to
 the
 true

circumstances
behind
the
alleged
obligations
due
and
owing
in
favor
of
plaintiff.



5.2.
 Defendant
reserves
the
right
to
present
any
and
all
documentary
evidence
which
shall

become
 relevant
 to
 rebut
 plaintiff's
 claims
 in
 the
 course
 of
 trial
 as
 well
 as
 any
 other

witnesses
 whose
 testimony
 will
 become
 relevant
 to
 belie
 plaintiff’s
 witnesses,
 if

necessary.





VI.



 RESORT
TO
DISCOVERY



6.1.
 Considering
the
relatively
simple
issues
presented,
defendant
does
not
intend
to
avail
of

discovery
at
this
time.





 
 

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6.2. Subject,
 however,
 to
 a
 concrete
 and
 reasonable
 request
 for
 discovery
 from
 plaintiff,

defendant
reserves
the
right
to
resort
to
discovery
before
trial.





RESPECTFULLY
SUBMITTED,
this
8th
day
of
August
2007,
Pasig
City.





MARICEL
X.
TOLENTINO

Counsel
for
Defendant

89
Mindanao
Ave.,
Quezon
City

Attorney’s
Roll
No.
56247

IBP
No.
015456/
January
15,
2008/
Quezon
City

PTR
No.
014523/
January
20,
2008/
Quezon
City

MCLE
No.
854265/
January
8,
2008



NOTICE
OF
HEARING



THE
BRANCH
CLERK
OF
COURT

Regional
Trial
Court

Branch
53,
PasigCity





Please
submit
the
foregoing
Motion
to
the
Court
for
its
consideration
and
approval
immediately

upon
receipt
hereof
and
kindly
include
the
same
in
the
court's
calendar
for
hearing
on
August
25,
2007

at
8:30
in
the
morning.



Atty.
Maricel
Tolentino


Counsel
for
Defendant


 

N.B.The
Notice
of
Hearing
is
actually
both
a
REQUEST
and
a
NOTICE;
a
REQUEST
for
the
Branch
Clerk
of

Court
 to
 include
 the
 motion
 in
 the
 calendar
 for
 hearing
 on
 a
 specific
 date
 and
 a
 NOTICE
 to
 opposing

counsel
of
the
hearing
date
requested.
In
non‐litigious
motions
or
ex
parte
motions,
it
is
sufficient
that

the
 request
 not
 contain
 a
 date,
 and
 for
 that
 purpose,
 the
 underlined
 portion
 in
 the
 Request
 may
 be

omitted
with
the
Notice
to
opposing
counsel
simply
stating
that
"counsel
will
submit
the
motion
to
the

court
 for
 approval
 immediately
 upon
 receipt."
 [From
 Professor
 Theodore
 O.
 Te’s
 Handbook
 on
 Legal

Forms]





Copy
Furnished:



Atty.
Conrado
Manuel

Counsel
for
the
Plaintiff

16th
Floor,
JMT
Tower,

ADB
Avenue,
Pasig
City




 
 

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MEMORANDUM8

 Upon
 admission
 of
 the
 evidence,
 the
 case
 shall
 be
 deemed
 submitted
 for
 decision,
 unless
 the

Court
 directs
 the
 parties
 to
 argue
 or
 to
 submit
 their
 respective
 memoranda
 or
 any
 further

pleadings.
 (Section
 5[g],
 Rule
 30,
 Rules
 of
 Court)
 The
 rationale
 for
 this
 rule
 is
 because
 all
 the

pleadings
 and
 the
 evidence
 necessary
 for
 the
 Court
 to
 arrive
 at
 a
 Decision
 are
 already
 on
 the

record.
 Hence,
 oral
 arguments
 and
 the
 submission
 of
 additional
 pleadings
 may
 be
 dispensed

with.

 However,
as
a
matter
of
practice,
the
prevailing
trend
among
the
Courts
is
to
require
the
parties

to
submit
their
respective
Memoranda
to
aid
the
Court
in
arriving
at
a
Decision
of
the
case.

 The
 Memorandum
 is
 available
 for
 ready
 reference
 by
 the
 trial
 judge.
 Rather
 than
 go
 over
 the

entire
records
of
the
case,
the
judge
can
easily
read
the
parties’
Memoranda.


What
is
the
Importance
of
a
Memorandum

 Being
part
of
the
records
of
the
case,
the
Memorandum
is
available
for
perusal
by
the
appellate

court.
Hence,
it
is
imperative
that
lawyers
should
know
how
to
write
a
clear,
concise,
complete,

and
 persuasive
 Memorandum
 that
 should
 express
 the
 facts
 of
 the
 case,
 the
 issues
 of
 the

controversy,
and
the
legal
arguments
in
support
of
your
client’s
claims
or
defenses.

 Based
on
practice,
cases
have
been
won
and
lost
solely
on
the
basis
of
the
Memorandum.



Pointers
in
Writing
the
Memorandum

1. Read
 and
 study
 the
 entire
 records
 of
 the
 case,
 especially
 the
 various
 pleadings
 filed
 by
 the

parties.
Look
out
for
stipulations
and
admissions
of
fact.

2. Read
the
Transcript
of
Stenographic
Notes
(‘TSN”)
of
the
witnesses
and
determine
the
pertinent

portions
thereof
that
are
favorable
for
your
client’s
cause
and
those
which
may
be
damaging
to

the
other
party.

3. Scrutinize
all
the
documentary
evidence
presented
by
the
parties.


4. Conduct
a
study
and
research
of
the
relevant
laws
and
jurisprudence
that
support
your
client’s

claims
and
refutes
the
defenses
of
the
other
party.



Parts
of
a
Trial
Memorandum

1. Prefatory
statement

2. Statement
of
the
case

3. Statement
of
the
facts

4. Issues
to
be
resolved
(factual
and
legal)

5. Arguments

6. Relief
sought




8

Generoso
V.
Jacinto,
An
Introduction
to
Trial
Technique
and
Practice,
1982
Ed.;
Roberto
A.
Abad,
The

Fundamentals
of
Legal
Writing,
2004
Ed.





 
 

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SAMPLE:
Memorandum




REPUBLIC
OF
THE
PHILIPPINES

NATIONAL
CAPITAL
JUDICIAL
REGION

REGIONAL
TRIAL
COURT

Branch
256,
Muntinlupa
City







ASTRO
CHEMICAL
COUNTRY,
INC.,


 Plaintiff,




 ‐versus‐
 Special
Civil
Case
No.
02‐001


 For:
Interpleader
with
Damages



BANK
OFAMERICA
NT
&SA,


BENEDICTINE
ABBEY
LIM
and

RICARDO
DE
MESA,

Defendants,

x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x



MEMORANDUM

(WITH
FORMAL
ENTRY
OF
APPEARANCE)






 The
 undersigned
 law
 firm
 most
 respectfully
 enters
 its
 appearance
 as
 counsel
 for
 the
 Plaintiff

ASTRO
 CHEMICAL
 COUNTRY,
 INC.,
(ACCI
for
brevity)
in
the
above‐entitled
case.
Henceforth,
it
is
most

respectfully
prayed
that
all
notices
and
other
legal
processes
be
sent
to
and
furnished
the
undersigned

at
the
address
indicated
herein
below.


 

AND
BY
WAY
OF
MEMORANDUM
–




 Plaintiff
ACCI,
thru
the
undersigned
counsel
and
unto
this
Honorable
Court,
respectfully
submits

this
MEMORANDUM
in
compliance
with
the
23
February
2009
Order
of
this
Honorable
Court
which
was

received
by
plaintiff
on
06
March
2009,
requiring
the
parties
to
file
their
respective
Memoranda
within

thirty
(30)
days
from
receipt
or
until
05
April
2009
as
for
plaintiff.



THE
PARTIES




 Plaintiff
Astro
Chemical
Country
Inc.
(ACCI)
is
a
domestic,
non‐profit
corporation
with
principal

office
at
Country
Club
Drive,
Ayala
Alabang
Village,
Alabang,
Muntinlupa
City.

It
operates
and
maintains

a
country
club
and
various
sports
facilities
for
the
exclusive
use
of
its
members.
It
may
be
served
with



 
 

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notices
and
other
legal
processes
of
this
Honorable
Court
through
the
undersigned
counsel
in
Unit
314,

Ateneo
Professional
Schools
Building,
Rockwell
Drive,
Rockwell
Center,
Makati
City.




 Defendant
 Bank
 of
 America,
 National
 Association
 (Bank
 of
 America)
 is
 a
 national
 banking

association
organized
and
existing
under
and
by
virtue
of
the
laws
of
the
United
States
of
America,
and

duly
 licensed
 to
 do
 business
 in
 the
 Philippines
 through
 its
 branch
 office
 at
 Philamlife
 Tower
 Building,

27thFloor,
8767
Paseo
de
Roxas,
Makati
City.




 Defendant
 Benedictine
 Abbey
 Lim
 is
 of
 legal
 age,
 Filipino
 and
 a
 resident
 of
 Cluster
 E134,

Alexandria,
Meralco
Avenue,
Pasig
City.




 Defendant
 Ricardo
 M.
 de
 Mesa
 is
 of
 legal
 age,
 Filipino
 and
 a
 resident
 of
 Suite
 1901,
 Parc

Chateau,
Ortigas
Center,
Pasig
City.



STATEMENT
OF
THE
CASE




 This
is
a
Special
Civil
Action
for
Interpleader
with
Damages
under
Rule
62
of
the
Rules
of
Court.


Said
 special
 civil
 action
 is
 proper
 whenever
 there
 are
 conflicting
 claims
 upon
 the
 same
 subject
 matter

against
 a
 person
 who
 claims
 no
 interest
 in
 the
 same,
 or
 an
 interest
 which
 in
 whole
 or
 in
 part
 is
 not

disputed
by
the
claimants;
such
person
may
bring
an
action
against
the
conflicting
claimants
to
compel

them
to
interplead
and
litigate
their
claims
among
themselves.



On
13
December
2001,
plaintiff
ACCI
filed
a
Complaint
in
Interpleader
with
Damages9
by
reason

of
 the
 conflicting
 claims
 between
 defendant
 Bank
 of
 America
 and
 defendants
 Benedictine
 Lim
 and

Ricardo
de
Mesa,
as
to
the
ownership
of
ACCI
Share
Nos.
B‐0843
and
B‐0844.Defendant
Bank
of
America

sustains
 the
 view
 that
 defendants
 Lim
 and
 de
 Mesa
 are
 not
 the
 owners
 of
 the
 subject
 ACCI
 shares
 by

reason
of
the
nullity
of
the
levy
and
sale
of
the
said
shares.

Whereas,
defendants
Lim
and
de
Mesa
are

of
 the
 view
 that
 they
 are
 entitled
 to
 the
 transfer
 of
 the
 subject
 shares
 in
 their
 names
 as
 they
 are
 the

legal
owners
of
the
subject
shares
by
reason
of
the
Sheriff’s
Certificate
of
Sale
issued
to
them.



On
11
March
2002,
defendant
Bank
of
America
filed
its
Answer
to
the
Complaint
filed
by
plaintiff

ACCI.

The
bank
contended
that
by
reason
of
the

nullity
of
the
Order
under
which
the
writ
of
execution

in
favor
of
American
Realty
Corporation
and
directed
against
the
bank
was
issued,
the
said
writ,
as
well

as
the
levy
and
sale
of
the
bank’s
personal
properties,
including
the
subject
ACCI
shares
are
also
null
and

void.

It
further
contended
that
the
sheriff’s
sale
of
the
subject
ACCI
shares
was
likewise
null
and
void

since
the
judgment
sought
to
be
executed
has
already
been
fully
paid
and
satisfied.

In
fact,
in
a
letter

dated
25
September
2001
sent
by
Bank
of
America
through
its
counsel
addressed
to
ACCI,
it
was
stated

therein
 that
 by
 reason
 of
 the
 Compromise
 Agreement
 and
 Satisfaction
 of
 Judgment
 executed
 by
 and

between
American
Realty
Corporation
and
Bank
of
America
and
filed
with
the
Supreme
Court
as
well
as

the
Regional
Trial
Court
of
Pasig,
Branch
159,
Bank
of
America
requested
ACCI
not
to
record
any
transfer

or
disposition
of
the
subject
ACCI
shares
in
the
corporate
books
until
after
the
resolution
of
the
Motion

to
Quash
the
Writ
of
Execution.




9

A
copy
of
the
Plaintiff
ACCI’s
Complaint
is
attached
hereto
as
Annex
“A”




 
 

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On
 22
 May
 2002,
 defendant
 Lim
 filed
 his
 Answer
 with
 Counterclaim
 and
 Crossclaim
 against

defendant
 Bank
 of
 America.
 
 He
 contended
 that
 an
 interpleader
 is
 an
 improper
 remedy
 to
 resist
 the

transfer
of
the
share
of
stock
in
his
favor.

He
further
contended
that
an
interpleader
is
improper
as
the

validity
 of
 the
 auction
 and
 sheriff’s
 certificate
 of
 sale
 was
 never
 assailed
 or
 invalidated.
 
 According
 to

him,
the
continued
refusal
of
the
Corporate
Secretary
to
effect
the
transfer
of
one
of
the
subject
ACCI

shares
 in
 his
 favor
 are
 clear
 indications
 of
 bad
 faith
 of
 ACCI
 considering
 the
 fact
 that
 the
 Board
 of

Directors
of
ACCI
was
strongly
influenced
by
its
then
Chairman,
Atty.
Maestro
San
Felipe–
father
of
one

of
the
handling
lawyers
of
the
defendant
Bank
of
America.



On
 17
 June
 2002,
 defendant
 Bank
 of
 America
 filed
 its
 Reply
 and
 Answer
 to
 defendant
 Lim’s

Crossclaim
reiterating
its
claim
that
the
sale
and
levy
of
the
ACCI
share
to
defendant
Lim
was
null
and

void.



On
 14
 July
 2004,
 defendant
 Bank
 of
 America
 filed
 its
 Manifestation
 and
 Urgent
 Motion
 to

Suspend
 Proceedings
 holding
 that
 the
 validity
 of
 the
 Compromise
 Agreement
 be
 first
 resolved
 before

the
present
action
for
interpleader
may
proceed.

However,
the
said
motion
was
denied
on
the
ground

that
the
appellate
court
has
no
jurisdiction
over
this
case
as
defendants
Lim
and
de
Mesa
are
not
privy

to
the
proceedings
before
the
appellate
court.



On
 12
 November
 2007,
 plaintiff
 ACCI
 filed
 its
 Memorandum
 reaffirming
 its
 previous
 argument

that
 the
 present
 special
 civil
 action
 in
 interpleader
 is
 proper
 as
 any
 decision
 as
 to
 who
 between
 the

defendants
is
entitled
to
the
subject
ACCI
shares
is
best
left
to
the
sound
discretion
of
the
court.



On
03
December
2007,
defendant
Lim
likewise
filed
his
Memorandum
reiterating
his
claim
that

there
is
no
reason
for
plaintiff
ACCI
to
withhold
the
transfer
of
the
subject
ACCI
share
in
his
name
as
he

is
an
innocent
purchaser
for
value
of
the
same.





STATEMENT
OF
THE
FACTS




 As
 culled
 from
 the
 Plaintiff
 ACCI’s
 Complaint
 dated
 13
 December
 2001,
 the
 following
 are
 the

factual
antecedents
of
the
case:




 ACCI
is
engaged
in
the
operation
and
maintenance
of
a
country
club
for
the
exclusive
use
of
its

members
 and
 their
 guests.
 
 Its
 stocks
 are
 divided
 into
 Two
 Thousand
 Five
 Hundred
 shares
 (2,500)

consisting
 of
 nine
 (9)
 Founder’s
 shares
 and
 Two
 Thousand
 Four
 Hundred
 Ninety‐one
 (2,491)
 common


shares,
 which
 is
 further
 divided
 into
 One
 Thousand
 Seven
 Hundred
 Forty‐one
 (1,741)
 class
 “A”
 and

Seven
Hundred
Fifty
(750)
class
“B”
shares.
Two
of
these
class
“B”
shares,
namely
Share
Nos.
B‐0843
and

B‐0844
 acquired
 for
 the
 amount
 of
 One
 Million
 Sixty
 Seven
 Thousand
 Pesos
 (Php1,067,000.00),
 were

allegedly
owned
by
the
Defendant
Bank
of
America.




 On
 24
 August
 2001,
 ACCI
 received
 a
 Notice
 of
 Garnishment10
dated
 21
 August
 2001
 issued
 by

the
 Sheriff
 of
 the
 Regional
 Trial
 Court,
 Branch
 159,
 Pasig
 City
 in
 relation
 with
 the
 Writ
 of


10

A
copy
of
the
Notice
of
Garnishment
is
attached
hereto
as
Annex
“B”




 
 

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Execution11dated
 23
 April
 2001
 issued
 by
 the
 said
 court
 in
 Civil
 Case
 No.
 62883
 entitled,
 “American

Realty
 Corporation
 vs.
 Bank
 of
 America,
 NT
 &
 SA.”
 
 Said
 Notice
 of
 Garnishment
 advised
 ACCI
 not
 to

deliver,
 transfer
 or
 otherwise
 dispose
 of
 the
 ACCI
 shares
 or
 stocks
 which
 are
 under
 its
 control
 and

possession
belonging
to
the
Bank
of
America.

By
the
said
Notice
of
Garnishment,
the
said
ACCI
shares
of

stocks
in
the
name
of
Bank
of
America
were
garnished
in
order
to
satisfy
the
judgment
award
against

the
latter
in
favor
of
American
Realty
Corporation.

The
Notice
of
Garnishment
and
the
Writ
of
Execution

were
both
annotated
in
the
books
of
ACCI.




 On
 07
 September
 2001,
 ACCI
 received
 a
 Notice
 of
 Sheriff’s
 Sale12
dated
 05
 September
 2001

notifying
ACCI
that
defendant
Bank
of
America’s
two
(2)
ACCI
Class
B
shares
with
Certificate
Nos.
B‐0843

and
B‐0844
will
be
sold
at
a
public
auction.

By
way
of
a
Certificate
of
Sale13
dated
14
September
2001,

ACCI
was
informed
that
ACCI
Share
Nos.
B‐0843
and
B‐0844
were
sold
to
defendants
Lim
and
de
Mesa,

respectively.
 
 Following
 the
 sale,
 ACCI
 was
 requested
 by
 Limin
 his
 letter
 dated
 28
 September
 2001
 to

make
 the
 necessary
 arrangements
 for
 the
 transfer
 of
 ACCI
 Share
 No.
 B‐0843
 in
 his
 name
 as
 soon
 as

possible.

Likewise,
a
similar
request
to
effect
the
transfer
of
Share
No.
B‐0844
in
de
Mesa’s
name
was

made
by
him.




 Meanwhile,
 ACCI
 received
 a
 letter
 from
 defendant
 Bank
 of
 America’s
 counsel
 dated
 25

September
2001
requesting
ACCI
not
to
record
any
transfer
pertaining
to
ACCI
Share
Nos.
B‐0843
and
B‐
0844
 until
 after
 the
 Motion
 to
 Quash
 the
 Writ
 of
 Execution14dated
 20
 August
 2001
 was
 resolved
 with

finality
by
the
trial
court.

It
is
provided
for
in
said
letter
that
American
Realty
Corporation
itself
caused

the
filing
of
the
Motion
to
Quash
the
Writ
of
Execution,
thereby
signifying
its
lack
of
interest
to
pursue

any
 execution
 or
 garnishment
 proceedings
 against
 Bank
 of
 America
 in
 view
 of
 the
 full
 and
 final

settlement
of
Bank
of
America’s
monetary
obligation
by
virtue
of
the
Compromise
Agreement15dated
20

November
 2000
 entered
 into
 by
 and
 between
 Bank
 of
 America
 and
 American
 Realty
 Corporation,
 as

corroborated
by
the
Satisfaction
of
Judgment16dated
21
November
2000
and
approved
by
the
Supreme

Court
on
31
January
2001.




 In
another
letter
dated
03
October
2001,
counsel
for
Bank
of
America
reiterated
its
request
to

hold
in
abeyance
the
recordation
of
the
transfer
of
the
abovementioned
ACCI
Shares
to
defendants
Lim

and
 de
 Mesa
 by
 virtue
 of
 the
 Amended
 Decision17
dated
 02
 October
 2001
 rendered
 by
 the
 Court
 of

Appeals
in
CA‐GR
SP
Nos.
6419
and
6449
entitled,
“American
Realty
Corp.
and
Bank
of
America
vs.
Hon.


11

A
copy
of
the
Writ
of
Execution
is
attached
hereto
as
Annex
“C”

12

A
copy
of
the
Notice
of
Sheriff’s
Sale
is
attached
hereto
as
Annex
“D”

13

Copies
of
the
Certificate
of
Sale
are
attached
hereto
as
Annexes
“E‐1”
and
“E‐2”

14

A
copy
of
the
Motion
to
Quash
the
Writ
of
Execution
is
attached
hereto
as
Annex
“F”

15

A
copy
of
the
Compromise
Agreement
is
attached
hereto
as
Annex
“G”

16

A
copy
of
the
Satisfaction
of
Judgment
is
attached
hereto
as
Annex
“H”

17

A
copy
of
the
Amended
Decision
is
attached
hereto
as
Annex
“I”



 
 

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Rodolfo
R.
Bonifacio,
Presiding
Judge
Br.
159,
RTC,
NCJR
Pasig,
et.
al.,”
the
dispositive
portion
of
which

reads
as
follows:

“WHEREFORE,
the
Motion
for
Reconsideration
is
hereby
GRANTED.

The

Decision
 of
 this
 Court
 promulgated
 on
 August
 7,
 2001
 is
 SET
 ASIDE.


Respondent
 Court
 or
 any
 of
 its
 agents
 is
 enjoined
 from
 enforcing
 and

implementing
 the
 Writ
 of
 Execution
 until
 it
 shall
 have
 determined
 the

validity
and
efficacy
of
the
compromise
agreement.”




 In
 light
 of
 the
 said
 Amended
 Decision
 of
 the
 Court
 of
 Appeals,
 ACCI
 informed
 defendants
 Lim

and
de
Mesa
in
separate
letters
both
dated
02
November
2001
that
it
will
be
holding
in
abeyance
the

recordation
of
the
transfer
of
above
ACCI
Shares
in
their
names.




 However,
 in
 a
 letter
 dated
 05
 November
 2001,
 defendant
 Lim
 reiterated
 his
 demand
 for
 the

recordation
 of
 the
 transfer
 of
 ACCI
 Share
 No.
 B‐0843
 in
 his
 favor,
 arguing
 that
 the
 above‐stated

Amended
 Decision
 of
 the
 Court
 of
 Appeals
 did
 not
 invalidate
 the
 sale
 of
 the
 said
 share
 of
 stock
 in
 his

favor.

A
similar
demand
was
made
by
defendant
de
Mesa
arguing
that
the
injunctive
writ
issued
by
the

Court
of
Appeals
in
its
Amended
Decision
did
not
affect
his
purchase
of
ACCI
Share
No.
B‐0844
as
the

same
was
already
fait
accompli.




 In
view
 of
all
 the
foregoing,
 ACCI
cannot
effectively
determine
who,
as
among
 the
 defendants

herein
are
entitled
to
be
registered
as
owners
of
ACCI
Share
Nos.
B‐0843
and
B‐0844.

Hence,
ACCI
was

constrained
to
bring
this
Special
Civil
Action
for
Interpleader
with
Damages
to
compel
defendants
Lim

and
de
Mesa
on
one
hand
and
defendant
Bank
of
America
on
the
other
hand,
to
interplead
and
litigate

their
conflicting
claims
among
themselves,
pursuant
to
Rule
62
of
the
1997
Rules
of
Civil
Procedure.





STATEMENT
OF
THE
ISSUES



I



INTERPLEADER
IS
THE
PROPER


REMEDY
AS
THERE
ARE
CONFLICTING


CLAIMS
AS
TO
THE
OWNERSHIP


OF
THE
SUBJECT
ACCI
SHARES



II



A
CORPORATION
CANNOT
BE


COMPELLED
TO
EFFECT
TRANSFER


OF
SHARES
WHEN
THE
TRANSFEREE’S


TITLE
TO
SAID
SHARES
HAS
NO
PRIMA


FACIE
VALIDITY
OR
IS
UNCERTAIN



III



PLAINTIFF
ACCI
CANNOT
BE
HELD




 
 

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 8

LIABLE
FOR
MORAL
AND
EXEMPLARY


DAMAGES,
AS
WELL
AS
ATTORNEY’S
FEES



IV



PLAINTIFF
ACCI
IS
ENTITLED


TO
RECOVER
ATTORNEY’S
FEES
AND

LITIGATION
COSTS
AS
A
RESULT


OF
THE
FILING
OF
THE
INSTANT
CASE





ARGUMENTS
/
DISCUSSIONS



I



INTERPLEADER
IS
THE
PROPER


REMEDY
AS
THERE
ARE
CONFLICTING


CLAIMS
AS
TO
THE
OWNERSHIP


OF
THE
SUBJECT
ACCI
SHARES

______________________________




 The
action
of
interpleader
is
a
remedy
whereby
a
person
who
has
property
whether
personal
or

real,
in
his
possession,
or
an
obligation
to
render
wholly
or
partially,
without
claiming
any
right
in
both,

or
 claims
 an
 interest
 which
 in
 whole
 or
 in
 part
 is
 not
 disputed
 by
 the
 conflicting
 claimants,
 comes
 to

court
 and
 asks
 that
 the
 persons
 who
 claim
 the
 said
 property
 or
 who
 consider
 themselves
 entitled
 to

demand
 compliance
 with
 the
 obligation,
 be
 required
 to
 litigate
 among
 themselves,
 in
 order
 to

determine
 finally
 who
 is
 entitled
 to
 one
 or
 the
 other
 thing.
 
 The
 remedy
 is
 afforded
 not
 to
 protect
 a

person
 against
 a
 double
 liability
 but
 to
 protect
 him
 against
 double
 vexation
 in
 respect
 of
 one
 liability.


When
the
court
orders
that
the
claimants
litigate
among
themselves,
there
arises
in
reality
a
new
action

and
 the
 former
 are
 styled
 interpleaders,
 and
 in
 such
 a
 case
 the
 pleading
 which
 initiates
 the
 action
 is

called
a
complaint
of
interpleader
and
not
a
cross‐complaint.18




 Section
1
of
Rule
62
of
the
Rules
of
Court
provides:



“Whenever
conflicting
claims
upon
the
same
subject
matter
are
or
may

be
 made
 against
 a
 person
 who
 claims
 no
 interest
 whatever
 in
 the

subject
matter,
or
an
interest
which
in
whole
or
in
part
is
not
disputed

by
 the
 claimants,
 he
 may
 bring
 an
 action
 against
 the
 conflicting

claimants
 to
 compel
 them
 to
 interplead
 and
 litigate
 their
 several

claims
among
themselves.”




 Consequently,
 for
 an
 action
 in
 interpleader
 to
 prosper,
 the
 following
 requirements
 must
 be

present:
1)
The
plaintiff
claims
no
interest
in
the
subject
matter
or
his
claim
thereto
is
not
disputed;
2)


18

Praxedes
Alvarez,
et.
al.
vs.
The
Commonwealth
of
the
Philippines,
et.
al.,
65
Phil
302



 
 

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There
must
be
at
least
two
or
more
conflicting
claimants;
3)
The
parties
to
be
interpleaded
must
make

effective
claims;
4)
The
subject
matter
must
be
one
and
the
same.19




 In
the
present
case,
plaintiff
ACCI
claims
no
interest
in
the
ACCI
shares
subject
of
the
conflicting

claims
 of
 defendants
 Lim
 and
 de
 Mesa
 and
 defendant
 Bank
 of
 the
 America.
 
 Plaintiff
 ACCI
 is
 merely

engaged
in
the
operation
and
maintenance
of
the
country
club
in
order
to
serve
its
members
and
their

guests.
 
 It
 claims
 no
 interest
 on
 the
 subject
 ACCI
 shares
 except
 as
 to
 the
 resolution
 who
 between
 the

defendants
 properly
 owns
 the
 said
 shares
 so
 that
 it
 can
 make
 the
 proper
 registration
 in
 its
 corporate

books.




 As
earlier
mentioned,
there
are
two
conflicting
claimants
in
this
case,
to
wit:
Lim
and
de
Mesa;

and
the
Bank
of
America,
each
of
which
is
claiming
as
owner
of
the
subject
ACCI
Share
Nos.
B‐0843
and

B‐0844.

Defendants
Lim
and
de
Mesa
are
establishing
their
right
to
the
subject
ACCI
shares
by
virtue
of

the
levy
and
sale
of
the
said
shares
and
the
consequent
issuance
of
the
Certificates
of
Sheriff’s
Sale
in

their
favor.
Defendant
Bank
of
America
on
the
other
hand,
is
claiming
its
right
to
the
subject
ACCI
shares

by
virtue
of
the
Compromise
Agreement
and
the
Satisfaction
of
Judgment
executed
by
and
between
the

bank
and
American
Realty
Corporation
and
later
approved
by
the
Supreme
Court.




 In
 the
 case
 of
 Syquia
 vs.
 Sheriff, 20 
an
 action
 for
 interpleader
 was
 justified
 as
 there
 were

conflicting
 claims
 to
 the
 subject
 property
 seized
 by
 the
 Sheriff.
 
 Similarly,
 under
 the
 present

circumstances,
the
ACCI
shares
levied
and
sold
during
the
auction
sale
to
defendants
Lim
and
de
Mesa

are
the
same
shares
being
claimed
by
defendant
Bank
of
America.

It
bears
repeating
that
plaintiff
ACCI

was
requested
by
defendant
Bank
of
America
not
to
make
any
transfer
of
the
subject
ACCI
shares
as
it

claims
that
the
levy
and
sale
of
the
same
was
null
and
void.




 Hence,
 elements
 established,
 defendant
 Limcannot
 gainsay
 that
 the
 present
 interpleader

action
is
improper.

Defendant
Lim’s
claim
that
if
the
present
case
really
calls
for
an
interpleader
action,

then
plaintiff
ACCI
should
impose
the
condition
that
neither
of
the
parties
to
this
dispute
should
enjoy

the
use
of
the
shares
until
their
ownership
is
declared
by
the
Court
is
erroneous
as
the
same
is
not
one

of
 the
 requisites
 in
 order
 that
 an
 interpleader
 action
 may
 prosper.
 Neither
 can
 it
 be
 argued
 that
 the

present
 interpleader
 action
 is
 improper
 as
 the
 validity
 of
 the
 auction
 sale,
 as
 well
 as
 the
 sheriff’s

certificate
of
sale,
has
never
been
assailed
or
invalidated.

It
must
be
noted
that
plaintiff
ACCI
is
not
privy

to
the
other
proceedings
pending
between
the
defendants.

Except
for
the
notices
sent
by
the
sheriff
of

Branch
159
of
Pasig
City,
plaintiff
ACCI
does
not
receive
orders,
resolutions,
motions
or
pleadings
from

any
of
the
parties
or
courts
where
the
cases
are
pending.

Accordingly,
plaintiff
ACCI
has
no
idea
as
to

the
status
or
condition
of
any
of
the
cases
pending
between
the
defendants.

However,
it
is
imperative

to
 determine
 who
 between
 the
 defendants
 is
 the
 valid
 and
 legal
 owner
 of
 the
 subject
 ACCI
 shares
 in

order
 to
 protect
 itself
 from
 any
 unnecessary
 litigation
 that
 may
 arise
 from
 recording
 or
 non‐recording

the
transfer
of
the
subject
ACCI
shares.

Interpleader
is
a
rule
founded
on
justice
and
equity:
“that
the

plaintiff
may
not
continue
to
benefit
from
the
property
or
funds
in
litigation
during
the
pendency
of
the


19

Remedial
Law
Volume
III
by
Herrera
[1999]

20

46
Phil
400



 
 

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suit
 at
 the
 expense
 of
 whoever
 will
 ultimately
 be
 decided
 as
 entitled
 thereto.”21
Hence,
 the
 present

interpleader
 action
 is
 proper
for
reasons
above‐stated,
as
well
as
to
apprise
plaintiff
ACCI
who
are
its

actual
stockholders
so
that
it
can
ascertain
the
persons
entitled
to
the
rights
and
those
subject
to
the

liabilities
of
a
stockholder.



II



A
CORPORATION
CANNOT
BE


COMPELLED
TO
EFFECT
TRANSFER


OF
SHARES
WHEN
THE
TRANSFEREE’S


TITLE
TO
SAID
SHARES
HAS
NO
PRIMA


FACIE
VALIDITY
OR
IS
UNCERTAIN

__________________________________




 Section
63
of
the
Corporation
Code
provides:


 

“The
capital
stock
of
stock
corporations
shall
be
divided
into
shares
for

which
 certificates
 signed
 by
 the
 president
 or
 vice‐president,
 counter‐
signed
by
the
secretary
or
assistant
secretary,
and
sealed
with
the
seal

of
 the
 corporation
 shall
 be
 issued
 in
 accordance
 with
 the
 by‐laws.

Shares
of
stock
so
issued
are
personal
property
and
may
be
transferred

by
delivery
of
the
certificate
or
certificates
indorsed
by
the
owner
or
his

attorney‐in‐fact
or
other
person
legally
authorized
to
make
the
transfer.


No
 transfer,
 however,
 shall
 be
 valid,
 except
 as
 between
 the
 parties,

until
the
transfer
is
recorded
in
the
books
of
the
corporation
showing

the
names
of
the
parties
to
the
transaction,
the
date
of
the
transfer,
the

number
 of
 the
 certificate
 or
 certificates
 and
 the
 number
 of
 shares

transferred.



No
shares
of
stock
against
which
the
corporation
holds
any
unpaid
claim

shall
be
transferrable
in
the
books
of
the
corporation.”




 Pursuant
to
the
foregoing
provision,
a
transfer
of
shares
of
stock
not
recorded
in
the
stock
and

transfer
 book
 of
 the
 corporation
 is
 non‐existent
 as
 far
 as
 the
 corporation
 is
 concerned.22

 As
 between

the
corporation
on
the
one
hand,
and
its
shareholders
and
third
persons
on
the
other,
the
corporation

looks
only
to
its
books
for
the
purpose
of
determining
who
its
shareholders
are.23

It
is
only
when
the

transfer
has
been
recorded
in
the
stock
and
transfer
book
that
a
corporation
may
rightfully
regard
the

transferee
 as
 one
 of
 its
 stockholders.
 
 From
 this
 time,
 the
 consequent
 obligation
 on
 the
 part
 of
 the

corporation
to
recognize
such
rights
as
it
is
mandated
by
law
to
recognize
arises.24
Hence,
without
such


21

Eternal
Gardens
Memorial
Parks
Corp.
vs.
IAC,
165
SCRA
439

22

Garcia
vs.
Jomouad,
323
SCRA
424,
428

23

Hager
vs.
Bryan,
19
Phil
138,
140‐141

24

Ponce
vs.
Alsons
Cement
Corp.,
et.
al.,
GR
No.
139802,
10
December
2002



 
 

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recording,
 the
 transferee
 may
 not
 be
 regarded
 by
 the
 corporation
 as
 one
 among
 its
 stockholders
 and

the
corporation
may
legally
refuse
the
issuance
of
stock
certificates
in
the
name
of
the
transferee
even

when
there
has
been
compliance
with
the
requirements
of
Section
64
of
the
Corporation
Code.25



Section
 63
 of
 the
 Corporation
 Code
 expressly
 authorizes
 the
 transfer
 of
 the
 shares
 either
 by

indorsement
 of
 the
 stock
 certificate
 coupled
 with
 delivery
 thereof,
 or
 by
 a
 duly
 notarized
 deed.


Where
no
certificate
has
as
yet
been
issued
or
where
for
some
reason
it
is
not
in
the
possession
of
the

stockholder,
fully
(or
partially)
paid
shares
may
be
transferred
by
means
of
a
deed
of
assignment
duly

recorded
in
the
books
of
the
corporation.

But
if
a
stock
certificate
has
been
issued,
the
transferee
must

present
the
indorsed
stock
certificate
to
the
secretary
of
the
corporation
who
shall
effect
the
transfer
in

the
 corporate
 books,
 issue
 a
 new
 stock
 certificate
 in
 favor
 of
 the
 transferee,
 and
 cancel
 the
 former

certificate.
 
 A
 corporation
 has
 no
 authority
 to
 cancel
 a
 certificate
 which
 is
 not
 in
 its
 possession
 or
 to

which
it
has
no
right.

It
will
be
liable
to
a
bona
fide
holder
of
the
old
certificate
if,
without
demanding
of

said
certificate,
it
issues
a
new
one.26




 While
it
is
true
that
the
duty
of
the
corporate
secretary
to
record
the
transfer
is
ministerial,27

however,
 he
 cannot
 be
 compelled
 to
 do
 so
 when
 the
 transferee’s
 title
 to
 said
 shares
 has
 no
 prima

facie
 validity
 or
 is
 uncertain.28

 Mere
 indorsement
 of
 stock
 certificates
 does
 not
 in
 itself
 give
 to
 the

indorsee
such
a
right
to
have
a
transfer
of
the
shares
of
stock
on
the
books
of
the
company
as
will
entitle

him
 to
 the
 writ
 of
 mandamus
 to
 compel
 the
 company
 and
 its
 officers
 to
 make
 such
 transfer
 at
 his

demand,
 because,
 under
 such
 circumstances
 the
 duty,
 the
 legal
 obligation,
 is
 not
 so
 clear
 and

indisputable
as
to
justify
the
issuance
of
the
writ.

As
a
general
rule
and
especially
under
the
above‐cited

statute,
as
between
the
corporation
on
one
hand,
and
its
shareholders
and
third
persons
on
the
other,

the
corporation
looks
only
to
its
books
for
the
purpose
of
determining
who
its
shareholders
are,
so
that

a
 mere
 indorsee
 of
 a
 stock
 certificate,
 claiming
 to
 be
 the
 owner,
 will
 not
 necessarily
 be
 recognized
 as

such
by
the
corporation
and
its
officers,
in
the
absence
of
express
instructions
of
the
registered
owner

to
make
such
transfer
to
the
indorsee,
or
a
power
of
attorney
authorizing
such
transfer.29




 It
 bears
 stressing
 under
 the
 present
 circumstances
 that
 defendants
 Lim
 and
 de
 Mesa
 merely

requested
the
transfer
of
the
subject
ACCI
shares
in
their
names
through
their
letters
addressed
to
the

plaintiff
 ACCI.
 
 Aside
 from
 the
 proof
 of
 payment
 for
 the
 purchase
 of
 the
 subject
 ACCI
 shares
 and
 the

certificate
of
sale,
they
did
not
present
any
other
document
showing
that
defendant
Bank
of
America,

the
registered
owner
of
the
subject
ACCI
shares,
has
duly
indorsed
the
stock
certificates
in
their
favor.


Neither
 was
 there
 any
 proof
 showing
 that
 defendant
 Bank
 of
 America
 has
 assigned
 the
 subject
 ACCI

shares
in
their
names.

In
fact,
defendant
Bank
of
America
itself
ordered
plaintiff
ACCI
not
to
make
any

transfer
or
disposition
of
the
subject
ACCI
shares.

Hence,
in
the
absence
of
any
express
instruction
of


25

Id.

26

The
Corporation
Code
of
the
Philippines
Annotated
by
Hector
S.
de
Leon,

2002
ed.,
pp.
556‐557

27

Rural
Bank
of
Salinas
vs.
Court
of
Appeals,
210
SCRA
510

28

Tay
vs.
Court
of
appeals,
GR
No.
126891,
5
August
1998

29
Id.



 
 

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the
registered
owner
(defendant
Bank
of
America
in
this
case)
to
effect
the
transfer
of
the
shares
in
the

corporate
 books,
 no
 new
 stock
 certificate
 can
 be
 issued
 in
 favor
 of
 the
 supposed
 transferees

(defendants
Lim
and
de
Mesa
in
this
case).

Further,
the
plaintiff
ACCI
cannot
be
compelled
to
effect
the

transfer
of
the
subject
ACCI
shares
primarily
because
the
titles
of
defendants
Lim
and
de
Mesa
to
the

said
 shares
 are
 uncertain
 as
 the
 Regional
 Trial
 Court
 and
 all
 its
 agents
 which
 effected
 the
 writ
 of

execution
 under
 which
 the
 levy
 and
 sale
 of
 the
 subject
 ACCI
 shares
 lays
 its
 basis,
 were
 enjoined
 from

enforcing
the
writ.




 There
 is
 no
 doubt
 that
 the
 requirement
 for
 the
 registration
 of
 transfers
 of
 shares
 in
 the

corporate
books
is
intended
principally
for
the
benefit
and
protection
of
the
corporation
so
that
it
may

know
 who
 are
 its
 stockholders
 to
 whom
 it
 must
 accord
 the
 right
 granted
 to
 them
 by
 law
 and
 against

whom
 it
 can
 enforce
 any
 liability
 that
 may
 arise
 from
 ownership
 of
 stock.
 
 However,
 a
 corporation

cannot
 inquire
 into
 the
 legality
 or
 propriety
 of
 a
 transfer
 of
 its
 shares
 from
 one
 person
 to
 another.
 In

case
of
conflicting
claims,
the
corporation,
for
its
protection,
may
demand
security
or
require
all
known

claimants
to
interplead.30



III



PLAINTIFF
ACCI
CANNOT
BE
HELD


LIABLE
FOR
MORAL
AND
EXEMPLARY


DAMAGES,
AS
WELL
AS
ATTORNEY’S
FEES

___________________________________




 Moral
 damages,
 though
 incapable
 of
 pecuniary
 estimation,
 are
 in
 the
 category
 of
 an
 award

designed
 to
 compensate
 the
 claimant
 for
 actual
 injury
 suffered
 and
 not
 to
 impose
 a
 penalty
 on
 the

wrongdoer.31

 Under
 Article
 2217
 of
 the
 New
 Civil
 Code,
 moral
 damages
 include
 physical
 suffering,

mental
 anguish,
 fright,
 serious
 anxiety,
 besmirched
 reputation,
 wounded
 feelings,
 moral
 shock,
 social

humiliation,
and
similar
injury.

Moral
damages
may
be
recovered
if
they
are
the
proximate
result
of
the

defendant’s
wrongful
act
or
omission.

Conversely,
moral
damages
cannot
be
recovered
from
a
person

who
has
filed
a
complaint
against
another
in
good
faith,
or
without
malice
or
bad
faith.32The
requisites

for
award
of
moral
damages
are:
1)
there
must
be
an
injury,
whether
physical,
mental
or
psychological,

clearly
sustained
by
the
claimant;
2)
there
must
be
a
culpable
act
or
omission
factually
established;
3)

the
 wrongful
 act
 or
 omission
 of
 the
 defendant
 is
 the
 proximate
 cause
 of
 the
 injury
 sustained
 by
 the

claimant;
and
4)
the
award
of
damages
is
predicated
on
any
of
the
cases
stated
in
Article
2219
of
the

Civil
Code.33




 Defendant
 Lim
 in
 the
 present
 case
 claims
 that
 he
 is
 entitled
 to
 moral
 damages,
 as
 well
 as

exemplary
 damages
 and
 attorney’s
 fees.
 
 However,
 it
 is
 submitted
 that
 such
 claim
 is
 erroneous.
 
 It


30

The
Corporation
Code
of
the
Philippines
Annotated
by
Hector
S.
de
Leon,

2002
ed.,
p.
569

31

Torts
and
Damages
(Annotated)
by
Dean
Ernesto
L.
Pineda,
2004
ed.,
p.
180

32

Grapilon
vs.
Municipal
Council,
2
SCRA
103

33

Industrial
Insurance
Co.,
Inc.
vs.
Bondoc,
330
SCRA
706



 
 

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cannot
be
gainsaid
that
an
injury
was
sustained
by
defendant
Lim
as
a
result
of
the
filing
of
the
present

interpleader
 action
 by
 the
 plaintiff
 ACCI.
 
 Neither
 is
 the
 present
 case
 attendant
 of
 any
 of
 the
 acts

mentioned
in
Article
2219
of
the
New
Civil
Code
that
would
justify
the
award
of
moral
damages
in
favor

of
defendant
Lim.

To
repeat,
the
present
action
was
instituted
merely
to
determine
who
between
the

defendants
 is
 lawfully
 entitled
 to
 be
 recorded
 as
 the
 registered
 owner
 of
 the
 subject
 ACCI
 shares
 and

consequently
protect
the
plaintiff
ACCI
from
any
future
litigation
that
may
arise
as
a
direct
result
of
the

recording
or
non‐recording
of
the
transfer
of
the
subject
ACCI
shares.

In
fact,
defendant
Lim
stands
to

benefit
from
the
decision
of
this
Honorable
Court
as
the
issue
on
who
is
the
legal
and
rightful
owner
of

the
subject
ACCI
shares
will
be
finally
put
to
an
end.

Further,
the
worries
and
anxieties
of
a
defendant
in

a
litigation
that
was
not
maliciously
instituted
are
not
the
grounds
for
moral
damages
as
contemplated

in
the
law.34An
award
of
moral
damages
is
not
warranted
when
there
is
no
proof
of
malice
or
bad
faith

in
filing
the
action.35The
present
case
was
not
maliciously
instituted
by
plaintiff
ACCI.

The
only
purpose

for
filing
the
instant
action
for
interpleader
is,
again,
to
determine
who
is
entitled
to
be
recorded
in
the

corporate
books
as
the
club’s
stockholder.

Thus,
defendant
Lim’s
claim
that
the
filing
of
the
instant
suit

has
caused
him
to
suffer
sleepless
nights,
embarrassment,
mental
anxiety
and
moral
suffering
for
which

both
 plaintiff
 ACCI,
 its
 Board
 Members,
 including
 the
 Corporate
 Secretary
 and
 defendant
 Bank
 of

America
should
be
liable
for
moral
damages,
has
no
leg
to
stand
on.

Corollary,
defendant
Lim
not
being

entitled
 to
 any
 moral
 damages,
 he
 is
 likewise
 not
 entitled
 to
 any
 exemplary
 damages,
 as
 well
 as

attorney’s
fees.

While
exemplary
damages
need
not
be
proved,
it
must
be
shown
that
the
claimant
is

entitled
to
moral,
temperate
or
compensatory
damages
before
the
court
may
consider
the
question
of

whether
or
not
exemplary
damages
should
be
awarded.36

As
to
the
attorney’s
fees,
the
same
cannot
be

consolidated
 with
 moral
 damages
 for
 they
 are
 different
 in
 nature
 and
 each
 must
 be
 separately

determined.37



IV



PLAINTIFF
ACCI
IS
ENTITLED


TO
RECOVER
ATTORNEY’S
FEES
AND

LITIGATION
COSTS
AS
A
RESULT


OF
THE
FILING
OF
THE
INSTANT
CASE

_________________________




 Article
2208
(2)
of
the
New
Civil
Code
precisely
allows
for
the
recovery
of
attorney’s
fees
when

the
 defendant’s
 act
 or
 omission
 has
 compelled
 the
 plaintiff
 to
 litigate
 with
 third
 persons
 or
 to
 incur

expenses
to
protect
his
interest.38

In
Menzi
and
Co.
vs.
Bastida,39
it
was
ruled
that
the
costs,
expenses


34

Ramos
vs.
Ramos,
61
SCRA
284

35

Ricardo
vs.
Santos,
538
SCRA
1

36

Article
2234,
New
Civil
Code

37

Philippine
Veterans
Bank
vs.
NLRC,
317
SCRA
510

38

Escaño
vs.
Ortigas,
Jr.,
526
SCRA
26

39

63
Phil
16



 
 

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and
attorney’s
fees
incurred
by
the
plaintiff
in
the
action
is
recoverable
from
the
defendant
who
loses
in

the
action
and
is
found
by
the
court
to
have
caused
the
unnecessary
litigation.




 The
 circumstances
 under
 the
 present
 case
 calls
 for
 the
 award
 of
 attorney’s
 fees
 and
 litigation

expenses
as
by
reason
of
the
conflicting
claims
on
the
subject
ACCI
shares
of
the
defendants
Lim
and
de

Mesa
on
one
hand
and
the
Bank
of
America
on
the
other
hand,
plaintiff
ACCI
was
constrained
to
file
the

instant
legal
action
in
order
to
protect
its
interest
against
any
future
litigation
that
may
arise
from
the

recording
or
non‐recording
of
the
transfer
of
the
subject
ACCI
shares,
as
well
as
to
ultimately
determine

who
between
the
defendants
is
the
rightful
stockholder
of
the
club.


PRAYER




 WHEREFORE,
premises
considered,
it
is
most
respectfully
prayed
unto
this
Honorable
Court
that

an
 Order
 be
 issued
 resolving
 the
 conflicting
 claims
 of
 herein
 Defendants
 Benedict
 Lim
 and
 Ricardo
 de

Mesa
on
one
hand
and
Bank
of
America
on
the
other
hand
and
that
the
losing
party
be
ordered
to
pay

Plaintiff
ACCI
TWO
HUNDRED
FIFTY
THOUSAND
PESOS
(Php
250,000.00)
as
Attorney’s
fees
and
Litigation

costs.




 Other
reliefs
as
may
be
deemed
just
and
equitable
under
the
premises
are
likewise
prayed
for.


RESPECTFULLY
SUBMITTED.



City
of
Makati
forMuntinlupa,
Philippines,
03
April
2009.








 SANTO
LAW
OFFICE

Counsel
for
Plaintiff

Rm
314,
Ateneo
Professionals
Schools
Building,

Rockwell
Drive,
Rockwell
Center,

Makati
City



By:





JONATHAN
FRANCIS
NEPOMUCENO

PTR
No.
5111037

Roll
No.

6357

IBP
No.
12345

MCLE
No.
1246



MA.
ANGELA
LEONOR
AGUINALDO

PTR
No.
8996383

Roll
No.
6005

IBP
No.
23456

MCLE
No.
1235



 
 

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JON
PAULO
SALVAHAN

PTR
No.
5587423

Roll
No.
6123

IBP
No.
34567

MCLE
No.
1257



RYAN
CHRISTOPHER
TEEHANKEE

PTR
No.
8571535

Roll
No.
6789

IBP
No.
45678

MCLE
No.
1279











Copy
Furnished:



NASTEE
LAW
OFFICE

Counsel
for
Defendant
Bank
of
America,
NT
&
SA

RM
315
Ateneo
Professional
Schools
Building

Rockwell
Drive,
Rockwell
Center,

1223
Makati
City



ATTY.
SALVADOR
T.
AMPARO

Counsel
for
Defendant
Benedict
Lim

NT
Center,
Mandaluyong
City



ATTY.
FRANCISCO
BALAGTAS

Counsel
for
Defendant
Ricardo
de
Mesa

Greenview
Corporate
Towers,
Taguig
City



(EXPLANATION)





FORMAL
OFFER
OF
EVIDENCE

 The
 court
 shall
 consider
 no
 evidence
 which
 has
 not
 been
 formally
 offered.
 The
 purpose
 for

which
the
evidence
is
offered
must
be
specified.
(Section
34,
Rule
132)

 Although
evidence
may
be
offered
orally,
it
has
been
a
trial
practice
to
require
the
submission
of

a
formal
offer
of
evidence
which
is
actually
a
written
offer
in
place
of
the
oral
offer
as
prescribed

in
the
Rules.








 
 

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SAMPLE:
Formal
Offer
of
Evidence





REPUBLIC
OF
THE
PHILIPPINES

NATIONAL
CAPITAL
JUDICIAL
REGION

REGIONAL
TRIAL
COURT

BRANCH
49,
CITY
OF
MAKATI





Hottie
Table
Inc.
(HTI)
represented
by


its
President,
Nancy
M.
Ramsey


 
 
 
 
 Plaintiff,

‐versus‐

 
 
 
 
 
 Civil
Case
No.
09‐23654


 
 
 
 
 
 
 
 
 (For:
Sum
of
Money)

William
Toh
Go



 
 
 
 
 Defendant.

xx‐

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‐
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‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
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‐
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‐
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‐xx





FORMAL
OFFER
OF
EVIDENCE






 Plaintiff,
through
counsel,
respectfully
offers
in
evidence
the
following
exhibits:


EXHIBIT
 DESCRIPTION
 PURPOSE


Exhibit
“1”
 The
 Board
 Resolution
 dated
 28
 This
 will
 be
 used
 to
 show
 the
 legal

April
 2006
 indicating
 that
 HTI’s
 standing
and
capacity
of
Mrs.
Ramsey

President,
Mrs.
Nancy
M.
Ramsey,
 to
 bring
 the
 present
 suit
 in
 behalf
 of

is
 authorized
 to
 represent
 the
 HTI.


petitioner
Corporation.


Exhibit
“2”
 Promissory
 Note
 dated
 11
 March
 Such
promissory
note
will
be
used
as


2005
 in
 the
 amount
 of
 five
 evidence
 of
 the
 indebtedness
 of

hundred
 thousand
 five
 hundred
 herein
 defendant
 Mr.
 William
 Toh

and
fifty
pesos
(PhP
500,550.00)
 Go.


Exhibit
“2‐A”
 Signature
of
Mr.
William
Toh
Go
 In
 order
 to
 fully
 authenticate
 and


affirm
the
execution
and
handwriting

of
 the
 defendant
 in
 the
 aforesaid

promissory
note.


Exhibit
“2‐B”
 Demand
letter
dated
15
May
2005
 This
 is
 to
 serve
 as
 proof
 of
 demand

sent
by
Plaintiff
HTI’s
counsel
and
 on
 the
 defendant’s
 obligation
 under

was
 duly
 received
 by
 the
 the
 above‐mentioned
 promissory

defendant.
 note.



 
 

 1
[LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 7

Exhibit
“3”
 Promissory
 Note
 dated
 16
 June
 Such
promissory
note
will
be
used
as


2005
 in
 the
 amount
 of
 Seven
 evidence
 of
 the
 indebtedness
 of

Hundred
 Fifty
 Thousand
 Pesos
 herein
 defendant
 Mr.
 William
 Toh

(P750,000.00)
 Go.


Exhibit
“3‐A”
 Signature
of
Mr.
William
Toh
Go
 In
 order
 to
 fully
 authenticate
 and


affirm
the
execution
and
handwriting

of
 the
 defendant
 in
 the
 aforesaid

promissory
note.


Exhibit
“3‐B”
 Demand
 letter
 dated
 14
 August
 This
 is
 to
 serve
 as
 proof
 of
 demand

2005
 sent
 by
 Plaintiff
 HTI’s
 on
 the
 defendant’s
 obligation
 under

counsel
 and
was
duly
received
by
 the
 above‐mentioned
 promissory

the
defendant.
 note.


Exhibit
“4”
 Final
 demand
 letter
 dated
 15
 This
is
to
serve
as
a
proof
of
the
final


December
 2005
 on
 all
 the
 demand
before
resort
to
court
action

promissory
 notes
 issued
 by
 the
 was
made.


defendant.


Exhibit
“5”
 Registry
Return
Card
addressed
to
 This
 will
 show
 that
 service
 of


Defendant
William
Toh
Go.
 summons
 was
 duly
 served
 upon
 the

defendant.


Exhibit
“5‐A”
 Registry
 Return
 Card
 signed
 by
 This
 will
 serve
 as
 an

Mr.
Pedro
Domingo.
 acknowledgement
 of
 the
 defendant

of
the
service
of
summons
upon
him


Exhibit
“6”
 Letter
 of
 the
 defendant
 William
 This
 will
 be
 used
 as
 evidence
 of
 the

Toh
 Go
 to
 Plaintiff
 HTI
 dated
 19
 defendant’s
 admission
 of

December
 2005
 through
 indebtedness
to
the
Plaintiff.

registered
 mail
 recognizing
 his

indebtedness
 under
 the
 aforesaid

promissory
notes.


Exhibit
“6‐A”
 Registry
 return
 card
 indicating
 This
 will
 be
 used
 to
 indicate
 the

that
such
letter
was
duly
received
 authenticity
 of
 the
 letter
 received
 by

by
the
corporate
secretary
of
HTI.

 the
Plaintiff.



 WHEREFORE,
it
is
most
respectfully
prayed
that
the
foregoing
exhibits
presented
during
the
trial


of
the
instant
case
be
admitted
in
evidence.



 Other
reliefs
just
and
equitable
are
likewise
prayed
for.


Muntinlupa
City
for
Makati
City,
30
January
2009.




 
 

 1
[LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 8



Demetria
Sandoval

Counsel
for
Plaintiff

5th
Floor,
Madrigal
Business
Tower,

Madrigal
Business
Center,
Alabang,
Muntinlupa
City

IBP
O.R.
No.
23655‐01/03/08‐Muntinlupa

PTR
O.R.
No.
45321‐01/03/08‐Muntinlupa

MCLE
Compliance
No.
II‐0008776‐Nov.
17,
2007



(Proof
of
Service)











LEGAL
FORMS
IN
SPECIAL
PROCEEDINGS







SAMPLE:
Petition
for
Summary
Settlement
of
Estate
of
Small
Value




REPUBLIC
OF
THE
PHILIPPINES

NATIONAL
CAPITAL
JUDICIAL
REGION

MUNICIPAL
TRIAL
COURT


MAKATI,
BRANCH
_____



SILAS
B.
ORTEGA


 
 Petitioner,

Spec
Proc
Case
No.
__________

For:
 Summary
 Settlement
 of
 Estate
 of
 Small

Value

x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x





PETITION
FOR
SUMMARY
SETTLEMENT
OF
ESTATE
OF
SMALL
VALUE




 PETITIONER,
by
undersigned
counsel,
and
to
this
Honorable
Court,
respectfully
avers:



1.
That
the
Petitioner,
of
legal
age,
Filipino,
married,
and
resident
of
No.
52
Araneta
St.
Makati

City,
 is
 the
 father
 of
 recently
 deceased
 CATHERINE
 L.
 ORTEGA,
 who
 died
 intestate
 in
 Makati
 Medical

Center
on
12
January
2009;



2.
That
the
decedent
is
an
inhabitant
of
the
Philippines
and
a
resident
of
52
Araneta
St.
Makati

City
at
the
time
of
her
death;



 
 

 1
[LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 9



3.
That
the
heirs
of
the
decedent
consist
only
of
her
parents,
to
wit:



Cara
P.
Ortega
 Mother
 39
 52
Araneta
St.,
Makati
City


Silas
B.
Ortega
 Father
 42
 52
Araneta
St.,
Makati
City




4.
That
the
property
left
by
the
decedent
consists
of
personal
property,
the
gross
value
of
which

is
Six
Thousand
Two
Hundred
Twenty
Three
(P
6,223.00);





5.
 
 That
 the
 personal
 property
 abovementioned
 is
 a
 Metropolitan
 Bank
 Savings
 Account

Number
089‐1‐089223408‐1;



6.
That
the
decedent,
being
merely
fifteen
(15)
years
of
age
has
left
no
debts.



WHEREFORE,
 it
 is
 respectfully
 prayed
 that
 upon
 proper
 notice
 and
 hearing
 the
 estate
 of
 the

decedent
be
summarily
settled
and
distributed
to
the
abovementioned
heirs.



Other
relief
as
may
be
deemed
just
and
equitable
is
also
prayed
for.




Makati
City,
28
January
2009.





OWEN
ALONZO

Counsel
for
the
Petitioner


Rm.
210
Moreno
Building,

No.
8
Amorsolo
St.,
Makati
City

PHIL.
BAR
ROLL
NO.
36530

PTR
NO.
A‐7279012/01‐19‐06/Q.C.

IBP
NO.
645906/01‐19‐06/Q.C.

MCLE
Compliance
Cert.
No.
12345678



(Verification
with
Certification
of
Non‐Forum
Shopping)






SAMPLE:
Notarial
Will






LAST
WILL
AND
TESTAMENT
of
MARIVIC
SANTOS
YU





KNOW
ALL
MEN
BY
THESE
PRESENTS:



I,
MARIVIC
S.
YU,
of
legal
age,
married
to
ROGER
M.
YU,
a
native
of
ANGELES,
PAMPANGA
now

actually
 residing
 at
 No.
 21
 Rockwell
 Avenue,
 Makati
 City,
 being
 of
 sound
 and
 disposing
 mind
 and



 
 

 1
[LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 0

memory,
and
not
acting
under
influence,
violence,
fraud
or
intimidation
of
whatever
kind,
declare
this
to

be
 my
 Last
 Will
 and
 Testament
 which
 I
 have
 caused
 to
 be
 written
 in
 English,
 the
 language
 which
 is

known
to
me.
And
I
hereby
declare
that:



1. The
following
are
my
children
and
their
addresses:



MARIO
S.
YU
 456
Yakal
St.,
Makati
City,
Philippines


JOHANN
S.
YU
 657
Olivia
St.,
Makati
City,
Philippines




2. I
give
and
bequeath
to
my
children
MARIO
and
JOHANN
in
equal
shares,
the
following

properties,
real
and
personal,
whatsoever
and
wheresoever
located:


a. A
Parcel
of
Land
located
at
25
San
Miguel
Ave.,
Makati
City,
covered
by
TCT
No.
12344

b. A
Parcel
of
Land
located
at
256
San
Juan
Ave.,
Makati
City,
covered
by
TCT
No.
75859

c. 25
pieces
of
Gold
jewelry
with
diamond
studs



3. I
designate
MARIO
S.
YU
as
the
sole
executor
of
this
Last
Will
and
Testament.



IN
WITNESS
WHEREOF,
I
have
set
my
hand
this
20th
day
of
January
2009
in
Makati
City.






MARIVIC
S.
YU

Testator






ATTESTATION
CLAUSE



WE,
the
undersigned
witnesses,
whose
residences
are
stated
opposite
our
respective
names,
do

hereby
 certify
 that:
 the
 testator
 MARIVIC
 S.
 YU
 has
 published
 unto
 us
 the
 foregoing
 will
 consisting
 of

two
 (2)
 pages
 numbered
 correlatively
 in
 letters
 on
 the
 upper
 part
 of
 each
 page,
 as
 her
 last
 will
 and

testament
and
has
signed
the
same
and
every
page
thereof,
on
the
left
margin,
in
our
joint
presence
and

we,
 in
 turn,
 at
 her
 request
 have
 witnessed
 and
 signed
 the
 same
 and
 every
 page
 thereof,
 on
 the
 left

margin,
in
the
presence
of
the
testator
and
in
the
presence
of
each
other.



Juan
Alvarez

23
Rockwell
Drive,
Makati
City





Juan
Alvarez,
Jr.

23
Rockwell
Drive,
Makati
City





Juan
Alvarez
III
 

23
Rockwell
Drive,
Makati
City





 
 

 1
[LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 1



(ACKNOWLEDGMENT)






SAMPLE:
Petition
for
Probate
of
Will




REPUBLIC
OF
THE
PHILIPPINES

NATIONAL
CAPITAL
JUDICIAL
REGION

REGIONAL
TRIAL
COURT


BRANCH
_____,
MAKATI
CITY





SILAS
B.
ORTEGA


 
 Petitioner,



Spec
Proc
No.
___________

FOR:
Probate
of
Will



x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x



PETITION
FOR
PROBATE
OF
WILL




 PETITIONER,
by
undersigned
counsel,
and
to
this
Honorable
Court
respectfully
avers:




 1.
That
the
petitioner,
of
legal
age,
and
resident
of
70
Lorenzo
St.,
Makati
City,
is
the
executor

named
 in
 the
 last
 will
 and
 testament
 of
 CARA
 L.
 ORTEGA,
 deceased,
 who
 died
 in
 the
 Makati
 Medical

Center
on
January
12,
2009;




 2.
 That
 a
 photostatic
 copy
 of
 the
 said
 last
 will
 and
 testament
 is
 hereto
 attached
 as
 Annex
 “A”

and
made
an
integral
part
of
this
petition,
the
original
thereof
to
be
presented
to
this
Honorable
Court

at
the
time
of
probate;




 3.
That
the
subscribing
witnesses
to
said
will
are:

Sheena
L.
Ting,
Paulo
Z.
Velasco
and
Doralinda

C.
Cortez,
all
of
whom
are
residents
of
Makati
City;




 4.

That
the
decedent
is
an
inhabitant
of
the
Philippines
and
a
resident
of
70
Lorenzo
St.,
Makati

City
at
the
time
of
her
death;




 5.
That
the
Petitioner,
named
in
the
will
as
executor
thereof,
is
legally
qualified
to
act
as
such

and
hereby
consents
and
agrees
to
accept
said
trust;




 6.
 
 That
 the
 following
 persons,
 all
 of
 age,
 have
 been
 named
 in
 the
 said
 will
 as
 devisees
 of
 the

deceased,
to
wit:


 

Catherine
L.
Ortega
 Daughter
 24
 70
Lorenzo
St.,
Makati
City



 
 

 1
[LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 2



Dianne
L.
Ortega
 Daughter
 22
 70
Lorenzo
St.,
Makati
City




Silas
L.
Ortega
 Husband
 51
 70
Lorenzo
St.,
Makati
City




 7.
That
the
property
left
by
the
decedent
consists
of
real
and
personal
property,
the
gross
value

of
which
is
Six
Hundred
Fifty
Thousand
One
Hundred
Thirty
Five
Pesos
(P650,135.00).



PRAYER



WHEREFORE,
it
is
respectfully
prayed:

1.
 That,
 upon
 proper
 notice
 and
 hearing,
 the
 abovementioned
 Last
 Will
 and
 Testament
 be

admitted
to
probate;


 2.
That
letters
testamentary
be
issued
to
herein
petitioner;


 3.
That
such
other
relief
be
granted
as
may
be
deemed
just
and
equitable.


 Makati
City,
28
January
2009.





OWEN
ALONZO

Counsel
for
the
Petitioner


Rm.
210
Moreno
Building,

No.
8
Amorsolo
St.,
Makati
City

PHIL.
BAR
ROLL
NO.
36530

PTR
NO.
A‐7279012/01‐19‐06/Q.C.

IBP
NO.
645906/01‐19‐06/Q.C.

MCLE
Compliance
Cert.
No.
12345678


(Verification
with
Certification
of
Non‐Forum
Shopping)






SAMPLE:
Petition
for
Escheat






REPUBLIC
OF
THE
PHILIPPINES

PROVINCE
OF
LAGUNA

REGIONAL
TRIAL
COURT

BRANCH
_____,
SAN
PABLO
CITY





In
the
matter
of
escheat
proceedings


of
the
estate
of
the
deceased

JUAN
BUNCAYO

Spec
Proc
No.
___________

For:
Escheat

x
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
x



 
 

 1
[LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 3



PETITION
FOR
ESCHEAT



The
 City
 Prosecutor
 of
 SAN
 PABLO
 CITY
 and
 in
 behalf
 of
 the
 city
 of
 SAN
 PABLO,
 unto
 this

Honorable
Court,
respectfully
avers
that:




 1.
JUAN
BUNCAYO,
a
Filipino
citizen,
and
resident
of
the
City
of
San
Pablo,
Province
of
Laguna,

died
intestate
in
the
said
city
on
March
1,
2009.




 2.
At
the
time
of
his
death,
he
left
real
property
in
the
City
of
San
Pablo,
Province
of
Laguna,
to

wit:




 A
parcel
of
land
with
an
area
of
849,900
square
meters,
located
at
Barangay
San
Juan,
San
Pablo

City
covered
by
Transfer
Certificate
of
Title
No.
315442.




 3.
He
left
no
heir
or
heirs
or
persons
who
by
law
are
entitled
to
inherit
his
real
property.




 WHEREFORE,
it
is
respectfully
prayed
that,
upon
due
notice
and
hearing,
and
after
the
payment

of
his
just
debts
and
charges,
the
estate
of
the
deceased
JUAN
BUNCAYO
be
declared
escheated
in
favor

of
the
Government
in
accordance
with
law.




 San
Pablo
City,
this
1st
day
of
April
2009.



MICHAEL
AMANTE

City
Prosecutor






SAMPLE:
Petition
for
Guardianship
of
a
Minor




REPUBLIC
OF
THE
PHILIPPINES

NATIONAL
CAPITAL
JUDICIAL
REGION

REGIONAL
TRIAL
COURT


BRANCH
_____,
MAKATI
CITY





SILAS
B.
ORTEGA


 
 Petitioner,

Spec
Proc
No.
___________

FOR:
Guardianship
of
a
Minor



x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x





PETITION
FOR
GUARDIANSHIP
OF
A
MINOR





 
 

 1
[LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 4


 PETITIONER,
by
undersigned
counsel,
and
to
this
Honorable
Court
respectfully
avers:



1.
That
the
Petitioner,
of
legal
age,
and
resident
of
25
Uruguay
St.
Makati
City,
is
the
father
of

the
minor
CARA
L.
ORTEGA,
(hereinafter
referred
to
as
“MINOR”);




 2.
That
the
MINOR
is
presently
a
resident
of
the
City
of
Makati;



3.
That
the
MINOR
is
ten
(10)
years
of
age;



4.
That
the
MINOR
is
the
owner
of
a
parcel
of
land
located
in
the
City
of
Makati
valued
at
One

Million
Pesos
(P
1,000,000.00)
and
as
such
minor
can
make
no
transactions
regarding
the
same;



5.

That
the
nearest
of
kin
of
the
MINOR
are
the
following:

Carlo
L.
Ortega
 18
 Brother
 25
Uruguay
St.
Makati
City



Carissa
L.
Ortega
 14
 Sister
 25
Uruguay
St.
Makati
City



Silas
B.
Ortega
 42
 Father
 25
Uruguay
St.
Makati
City



Mortezo
O.
Lim
 70
 Maternal
Grandfather
 34
Aurora
St.
Quezon
City



Santisa
P.
Lim
 67
 Maternal
Grandmother
 34
Aurora
St.
Quezon
City




 6.
That
due
to
the
minority
of
the
said
MINOR,
it
is
necessary
and
convenient
that
a
guardian

over
her
person
and
property
be
appointed;




 7.
That,
as
above
stated,
Petitioner
is
the
person
having
the
said
MINOR
in
his
care,
and
that
he

possesses
all
qualifications
of
a
person
to
who
letters
of
guardianship
should
issue;




 8.
 
 That
 Petitioner
 has
 furnished
 a
 bond
 amounting
 to
 One
 Hundred
 Thousand
 Pesos

(P100,000.00)
or
Ten
Percent
(10%)
of
the
value
of
the
property
owned
by
the
MINOR.



PRAYER


 WHEREFORE,
it
is
respectfully
prayed
that,
after
due
notice
and
hearing,
petitioner
be
appointed

guardian
over
the
estate
of
the
MINOR.




 Makati
City,
28
January
2009.




OWEN
ALONZO

Counsel
for
the
Petitioner


Rm.
210
Moreno
Building,

No.
8
Amorsolo
St.,
Makati
City

PHIL.
BAR
ROLL
NO.
36530

PTR
NO.
A‐7279012/01‐19‐06/Q.C.

IBP
NO.
645906/01‐19‐06/Q.C.



 
 

 1
[LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 5

MCLE
Compliance
Cert.
No.
12345678


(Verification
with
Certification
of
Non‐Forum
Shopping)






SAMPLE:
Petition
for
Guardianship
of
an
Incompetent




REPUBLIC
OF
THE
PHILIPPINES

NATIONAL
CAPITAL
JUDICIAL
REGION

REGIONAL
TRIAL
COURT


BRANCH
_____,
MAKATI
CITY





SILAS
B.
ORTEGA


 
 Petitioner,

Spec
Proc
No.
___________

FOR:
Guardianship
of
an
Incompetent



x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x





PETITION
FOR
GUARDIANSHIP
OF
AN
INCOMPETENT




 

PETITIONER,
by
undersigned
counsel,
and
to
this
Honorable
Court
respectfully
avers:



1.
That
the
Petitioner,
of
legal
age,
and
resident
of
25
Uruguay
St.
Makati
City,
is
the
father
of

the
CARA
L.
ORTEGA,
(hereinafter
referred
to
as
“WARD”);




 2.
That
the
WARD
is
presently
a
resident
of
the
City
of
Makati;



3.
That
the
WARD
is
deaf
and
dumb
who
is
unable
to
read
and
write;



4.
That
the
WARD
 is
the
owner
of
a
parcel
of
land
located
in
the
City
of
Makati
valued
at
One

Million
Pesos
(P
1,000,000.00)
and
as
such
minor
can
make
no
transactions
regarding
the
same;



5.
That
the
nearest
of
kin
of
the
WARD
are
the
following:



Carlo
L.
Ortega
 18
 Brother
 25
Uruguay
St.
Makati
City



Carissa
L.
Ortega
 14
 Sister
 25
Uruguay
St.
Makati
City



Silas
B.
Ortega
 42
 Father
 25
Uruguay
St.
Makati
City



 
 

 1
[LEGAL
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MANUAL]
 3
ATENEO
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Mortezo
O.
Lim
 70
 Maternal
Grandfather
 34
Aurora
St.
Quezon
City



Santisa
P.
Lim
 67
 Maternal
Grandmother
 34
Aurora
St.
Quezon
City




 6.
That
due
to
the
said
WARD
being
incompetent,
it
is
necessary
and
convenient
that
a
guardian

over
her
person
and
property
be
appointed;




 7.
That,
as
above
stated,
Petitioner
is
the
person
having
the
said
WARD
in
his
care,
and
that
he

possesses
all
qualifications
of
a
person
to
who
letters
of
guardianship
should
issue;




 8.
 
 That
 Petitioner
 has
 furnished
 a
 bond
 amounting
 to
 One
 Hundred
 Thousand
 Pesos
 (P

100,000.00)
or
Ten
Percent
(10%)
of
the
value
of
the
property
owner
by
the
WARD.





PRAYER




 WHEREFORE,
it
is
respectfully
prayed
that,
after
due
notice
and
hearing,
petitioner
be
appointed

guardian
over
the
estate
of
the
WARD.




 Makati
City,
28
January
2009.




OWEN
ALONZO

Counsel
for
the
Petitioner


Rm.
210
Moreno
Building,

No.
8
Amorsolo
St.,
Makati
City

PHIL.
BAR
ROLL
NO.
36530

PTR
NO.
A‐7279012/01‐19‐06/Q.C.

IBP
NO.
645906/01‐19‐06/Q.C.

MCLE
Compliance
Cert.
No.
12345678


(Verification
with
Certification
of
Non‐Forum
Shopping)



ADOPTION
(Domestic
Adoption
under
R.A.
No.
8552)



 Step‐by‐Step
Procedure
for
Adoption:


1. Deed
 of
 Voluntary
 Commitment
 or
 receipt
 of
 entry
 of
 judgment
 in
 case
 of
 involuntary

commitment:
A
child
is
committed
voluntarily
or
involuntarily
for
adoption.

2. Child
Study
Report:
Prepared
by
a
duly
licensed
and
accredited
social
worker
of
the
DSWD

or
 of
 a
 child
 caring
 agency
 recommends
 that
 the
 child’s
 best
 interests
 will
 be
 served
 by

adoption.

3. Pre‐
 Adoption
 Seminar:
 The
 Domestic
 Adoption
 Act
 provides
 that
 interested
 adoptive

applicants
 should
 first
 attend
 the
 Adoption
 Forum
 at
 the
 nearest
 DSWD
 Office
 or
 at
 the

Kaisahang
Buhay
Foundation
(KBF).




 
 

 1
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LAW
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4. Application
 for
 Adoption:
 After
 completing
 the
 required
 pre‐adoption
 seminars,
 the

adoptive
 parents
 file
 the
 adoption
 application
 with
 the
 DSWD,
 a
 social
 service
 office
 of
 a

local
government
unit,
or
a
licensed
and
accredited
child‐placing
agency.
(Available
online
at

http://eservices.dswd.gov.ph/modules/forms/apply.php)

5. Home
Study
Report:
The
adoptive
parents
then
make
arrangements
for
a
home
study
to
be

conducted
by
the
DSWD
or
a
child‐placing
agency.

6. Matching:
Matching
of
the
child
to
the
adoptive
parents
is
conducted
by
the
DSWD.

7. Placement:
The
child
is
placed
with
the
prospective
adoptive
parents
once
the
pre‐adoption

placement
 authority
 has
 been
 issued.
 This
 period
 of
 custody
 is
 known
 as
 supervised
 trial

custody.

8. Consent
 to
 Adoption:
 At
 the
 conclusion
 of
 the
 trial
 period,
 the
 DSWD
 issues
 its
 written

consent
to
adoption.

9. Petition
for
adoption:
Once
the
adoptive
parents
have
received
the
consent
to
adopt,
they

must
 file
 an
 adoption
 petition
 with
 the
 Regional
 Trial
 Court
 within
 thirty
 days.
 Upon

approval
of
the
adoption,
the
court
issues
an
adoption
decree
and
enters
a
judgment.

10. Authorization
 to
 travel
 abroad:
 Once
 the
 adoption
 is
 final,
 the
 DSWD
 will
 issue
 written

authorization
for
the
child
to
travel
abroad.
The
birth
certificate
of
the
child
is
also
amended

to
reflect
the
names
of
the
adoptive
parents.




 Documentary
Requirements:


For
DSWD
Application
for
Adoption:



1. Authenticated
Birth
Certificate

2. Marriage
 Contract
 or
 Divorce,
 Annulment,
 Declaration
 of
 Nullity,
 or
 Legal
 Separation

documents

3. Written
 consent
 to
 the
 adoption
 by
 the
 legitimate
 and
 adopted
 sons/daughters,
 and

illegitimate
sons/daughters
if
living
with
the
applicant,
who
are
at
least
ten
(10)
years
old

4. Physical
 and
 medical
 evaluation
 by
 a
 duly
 licensed
 physician
 and
 when
 appropriate,

psychological
evaluation

5. NBI/Police
Clearance

6. Latest
 income
 tax
 return
 or
 any
 other
 documents
 showing
 financial
 capability,
 e.g.,

Certificate
of
Employment,
Bank
Certificate
or
Statement
of
Assets
and
Liabilities

7. Three
(3)
character
references,
namely:
the
local
church/minister,
the
employer,
and
a
non‐
relative
member
of
the
immediate
community
who
have
known
the
applicant(s)
for
at
least

three
(3)
years

8. 3x5
 sized
 pictures
 of
 the
 applicant(s)
 and
 his/her
 immediate
 family
 taken
 within
 the
 last

three
(3)
months

9. Certificate
of
attendance
to
pre‐adoption
fora
or
seminars



In
addition,
foreign
nationals
shall
submit
the
following:



10. Certification
 that
 the
 applicant(s)
 have
 legal
 capacity
 to
 adopt
 in
 his/her
 country
 and
 that

his/her
country
has
a
policy,
or
is
a
signatory
of
an
international
agreement,
which
allows
a

child
 adopted
 in
 the
 Philippines
 by
 its
 national
 to
 enter
 his/her
 country
 and
 permanently

reside
 therein
 as
 his/her
 legitimate
 child
 which
 may
 be
 issued
 by
 his/her
 country’s



 
 

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 3
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’08‐‘09
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diplomatic
 or
 consular
 office
 or
 central
 authority
 in
 inter‐country
 adoption
 or
 any

government
agency
which
has
jurisdiction
over
child
and
family
matters;
or
in
the
absence

of
 any
 of
 the
 foregoing,
 the
 Philippine
 Inter‐country
 Adoption
 Board
 may
 also
 certify
 that

the
 Philippines
 and
 the
 applicants’
 country
 has
 an
 existing
 agreement
 or
 arrangement
 on

inter‐country
 adoption
 whereby
 a
 child
 who
 has
 been
 adopted
 in
 the
 Philippines
 or
 has
 a

pre‐adoption
 placement
 approved
 by
 the
 Board
 is
 allowed
 to
 enter
 and
 remain
 as

permanent
resident
in
the
applicant’s
country
as
his/her
legitimate
child

11. Certificate
 of
 Residence
 in
 the
 Philippines
 issued
 by
 the
 Bureau
 of
 Immigration
 or

Department
of
Foreign
Affairs,
as
appropriate

12. Two
(2)
character
references
from
non‐relatives
who
knew
the
applicant(s)
in
the
country
of

which
 he/she
 is
 a
 citizen
 or
 was
 a
 resident
 prior
 to
 residing
 in
 the
 Philippines,
 except
 for

those
who
have
resided
in
the
Philippines
for
more
than
fifteen
(15)
years

13. Police
 Clearance
 from
 all
 places
 of
 residence
 in
 the
 past
 two
 years
 immediately
 prior
 to

residing
in
the
Philippines



 Requirements
of
Petition
for
Adoption


1. Certificate
of
Availability
of
Child
for
Adoption
from
the
DSWD

2. Petition
for
Adoption



(Source:
Implementing
Rules
and
Regulations
of
R.A.
No.
8552;
The
Domestic
Adoption
Act
of
1998)






SAMPLE:
Deed
of
Voluntary
Commitment







DEED
OF
VOLUNTARY
COMMITMENT




 I,
MADONNA
CICCONE,
of
legal
age,
widow,
temperate
at
all
times
and
in
full
possession
of
my

mental
powers,
hereby
declare:




 That
 I
 am
 the
 legitimate
 mother
 of
 the
 minor
 JENNIFER
 ANISTON,
 five
 (5)
 years
 old,
 whose

father
is
now
deceased;




That
due
to
my
inability
to
support
said
child,
and
believing
it
would
be
for
her
own
interest
and

benefit,
 I
 hereby
 give
 my
 written
 consent,
 freely
 and
 voluntarily,
 that
 said
 child
 be
 committed
 to
 the

Department
of
Social
Welfare
and
Development
for
adoption,
in
accordance
with
law.




 Makati
City,
1
April
2008.



MADONNA
CICCONE



(JURAT)







 
 

 1
[LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 9


SAMPLE:
Petition
for
Domestic
Adoption
of
Minor







REPUBLIC
OF
THE
PHILIPPINES

NATIONAL
CAPITAL
JUDICIAL
REGION

REGIONAL
TRIAL
COURT


BRANCH
_____,
MAKATI
CITY





BRAD
PITT
and
ANGELINA
JOLIE

Petitioners,

Spec
Proc
No.
___________

For:
Domestic
Adoption
of
a
Minor

xx
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
xx



PETITION

FOR
DOMESTIC
ADOPTION
OF
MINOR




 The
petitioners,
through
the
undersigned
attorney,
and
unto
this
Honorable
Court,
respectfully

avers
that:




 1.
The
petitioners
BRAD
PITT
and
ANGELINA
JOLIE
are
husband
and
wife,
Filipinos,
both
of
age,

and
residents
of
No.
35
Rockwell
Drive,
Rockwell
Center,
Makati
City.




 2.
They
have
no
legitimate
children
or
descendants
and
hereby
desire
to
jointly
adopt
a
minor,

named
JENNIFER
ANISTON,
five
(5)
years
of
age,
legitimate
child
of
MADONNA
CICCONE
and
JESUS
LUZ.




 3.
The
father
of
the
said
minor
is
now
dead,
and
only
her
mother,
named
MADONNA
CICCONE,

is
alive.




 4.
 The
 said
 mother,
 MADONNA
 CICCONE,
 is
 not
 insane,
 nor
 intemperate
 and
 has
 executed
 a

Deed
of
Voluntary
Commitment,
as
evidenced
by
Annex
“A”,
hereto
attached
and
made
an
integral
part

of
this
petition.




 5.
The
Department
of
Social
Welfare
and
Development
has
issued
a
Certificate
of
Availability
for

Adoption
certifying
that
the
minor
JENNIFER
ANISTON
is
available
for
adoption,
as
evidenced
by
Annex

“B”,
hereto
attached
and
made
an
integral
part
of
this
petition.




 6.
 The
 petitioners
 are
 qualified
 to
 adopt
 the
 said
 minor
 and
 have
 complied
 with
 the

requirements
under
the
Domestic
Adoption
Act
of
1998
(R.A.
No.
8552),
and
will
be
able
to
financially

and
morally
bring
up
and
educate
said
minor
properly
and
adequately.




 WHEREFORE,
it
is
respectfully
prayed,
that
upon
due
notice
and
hearing,
judgment
be
entered

adjudging
that
the
minor
child
JENNIFER
ANISTON
be
declared
to
all
legal
intents
and
purposes,
the
child

of
the
herein
petitioners
BRAD
PITT
and
ANGELINA
JOLIE,
and
that
her
surname
be
changed
to
that
of

the
petitioners.



 
 

 1
[LEGAL
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MANUAL]
 4
ATENEO
LAW
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 Makati
City,
1st
day
of
April
2009.





GUY
RITCHIE

Counsel
for
the
Petitioner


Rm.
210
Moreno
Building,

No.
8
Amorsolo
St.,
Makati
City

PHIL.
BAR
ROLL
NO.
36530

PTR
NO.
A‐7279012/01‐19‐06/Q.C.

IBP
NO.
645906/01‐19‐06/Q.C.

MCLE
Compliance
Cert.
No.
12345678






ADOPTION
(Inter‐Country
Adoption
under
R.A.
No.
8043)



 An
 application
 to
 adopt
 a
 Filipino
 child
 shall
 be
 filed
 either
 with
 the
 Philippine
 Regional
 Trial

Court
 having
 jurisdiction
 over
 the
 child,
 or
 with
 the
 Board,
 through
 an
 intermediate
 agency,

whether
 governmental
 or
 an
 authorized
 and
 accredited
 agency,
 in
 the
 country
 of
 the

prospective
adoptive
parents,
which
application
shall
be
in
accordance
with
the
requirements
as

set
forth
in
the
implementing
rules
and
regulations
to
be
promulgated
by
the
Board.




 Documentary
Requirements
for
Application
with
the
Inter‐Country
Adoption
Board
(ICAB):

1. Application
 Form.
 An
 application
 form
 prescribed
 by
 the
 Board,
 which
 includes
 the

following,
 shall
 be
 accomplished
 by
 the
 husband
 and
 wife:
 Undertaking
 under
 oath

signed
by
the
applicants,
and
Information
and
Personal
Data
of
the
Applicants

2. Home
 Study
 Report
 to
 be
 prepared
 by
 the
 Central
 Authority
 or
 an
 ICAB
 accredited

Foreign
Adoption
Agency

3. Supporting
 Documents.
 The
 supporting
 documents
 to
 be
 attached
 to
 the
 Application

shall
consist
of
the
following:

a. Birth
Certificates
of
the
Applicants
and,
in
cases
of
relative
adoption,
such
relevant

documents
 that
 establish
 the
 relationship
 between
 the
 applicant
 claiming

relationship
to
the
child
to
be
adopted

b. Marriage
Contract
of
the
applicants,
and
in
the
proper
case,
Decree
of
Divorce
of
all

the
previous
marriages
of
both
spouses

c. Written
consent
to
the
adoption
in
the
form
of
a
sworn
statement
by
the
biological

and/or
adopted
children
of
the
applicants
who
are
ten
(10)
years
of
age
or
over

d. Physical
and
medical
evaluation
by
a
duly
licensed
physician

e. Psychological
evaluation
by
a
psychologist

f. Latest
income
tax
return
or
other
documents
showing
the
financial
capability
of
the

applicant

g. Clearances
issued
by
the
Police
Department
or
other
proper
government
agency
of

the
place
where
the
applicants
reside



 
 

 1
[LEGAL
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h. Character
reference
from
the
local
church/minister,
the
applicant’s
employer
and
a

member
of
the
immediate
community
who
has
known
the
applicant(s)
for
at
least

five
(5)
years

i. A
 Certification
 from
 the
 appropriate
 government
 agency
 that
 the
 applicant
 is

qualified
 to
 adopt
 under
 his/her
 national
 law
 and
 that
 the
 child
 to
 be
 adopted
 is

allowed
 to
 enter
 the
 country
 for
 trial
 custody
 and
 reside
 permanently
 in
 the
 said

place
once
adopted

j. Recent
postcard
size
pictures
of
the
applicant,
their
immediate
family
members
and

their
home

k. Self‐Report
 Questionnaire
 (required
 when
 the
 Psychological
 Evaluation
 is

inadequate)


(Source:
Implementing
Rules
and
Regulations
of
R.A.
No.
8043;
The
Inter‐Country
Adoption
Act
of
1995)







SAMPLE:
Petition
for
Adoption
of
Minor
(Inter‐Country)







REPUBLIC
OF
THE
PHILIPPINES

NATIONAL
CAPITAL
JUDICIAL
REGION

REGIONAL
TRIAL
COURT


BRANCH
_____,
MAKATI
CITY





BRAD
PITT
and
ANGELINA
JOLIE

Petitioners,

Spec
Proc
No.
___________

FOR:
Domestic
Adoption
of
a
Minor

xx
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
xx





PETITION
FOR
ADOPTION
OF
MINOR




 The
petitioners,
through
the
undersigned
attorney,
and
unto
this
Honorable
Court,
respectfully

avers
that:




 1.
 The
 petitioners
 BRAD
 PITT
 and
 ANGELINA
 JOLIE
 are
 husband
 and
 wife,
 forty
 (40)
 years
 and

thirty
five
(35)
years
of
age,
respectively,
and
residents
of
New
York
City,
United
States
of
America.




 2.
They
have
no
legitimate
children
or
descendants
and
hereby
desire
to
jointly
adopt
a
minor,

named
 JENNIFER
 ANISTON,
 Filipino,
 five
 (5)
 years
 of
 age,
 legitimate
 child
 of
 MADONNA
 CICCONE
 and

JESUS
LUZ.





 
 

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 3.
The
father
of
the
said
minor
is
now
dead,
and
only
her
mother,
named
MADONNA
CICCONE,

is
alive.




 4.
 The
 said
 mother,
 MADONNA
 CICCONE,
 is
 not
 insane,
 nor
 intemperate
 and
 has
 executed
 a

Deed
of
Voluntary
Commitment,
as
evidenced
by
Annex
“A”,
hereto
attached
and
made
an
integral
part

of
this
petition.




 5.
The
Department
of
Social
Welfare
and
Development
has
issued
a
Certificate
of
Availability
for

Adoption
certifying
that
the
minor
JENNIFER
ANISTON
is
available
for
adoption,
as
evidenced
by
Annex

“B”,
hereto
attached
and
made
an
integral
part
of
this
petition.




 6.
All
possibilities
for
adoption
of
the
child
under
the
Family
Code
have
been
exhausted
and
that

inter‐country
adoption
is
in
the
best
interest
of
the
child.




 7.
 The
 petitioners
 are
 qualified
 to
 adopt
 the
 said
 minor
 and
 have
 complied
 with
 the

requirements
 under
 the
 Inter‐Country
 Adoption
 Act
 of
 1995
 (R.A.
 No.
 8043),
 and
 will
 be
 able
 to

financially
and
morally
bring
up
and
educate
said
minor
properly
and
adequately.




 WHEREFORE,
it
is
respectfully
prayed,
that
upon
due
notice
and
hearing,
judgment
be
entered

adjudging
that
the
minor
child
JENNIFER
ANISTON
be
declared
to
all
legal
intents
and
purposes,
the
child

of
the
herein
petitioners
BRAD
PITT
and
ANGELINA
JOLIE,
and
that
her
surname
be
changed
to
that
of

the
petitioners.




 Makati
City,
1st
day
of
April
2009.





GUY
RITCHIE

Counsel
for
the
Petitioner


Rm.
210
Moreno
Building,

No.
8
Amorsolo
St.,
Makati
City

PHIL.
BAR
ROLL
NO.
36530

PTR
NO.
A‐7279012/01‐19‐06/Q.C.

IBP
NO.
645906/01‐19‐06/Q.C.

MCLE
Compliance
Cert.
No.
12345678





SAMPLE:
Petition
for
Hospitalization
of
Insane
Person





REPUBLIC
OF
THE
PHILIPPINES

NATIONAL
CAPITAL
JUDICIAL
REGION

REGIONAL
TRIAL
COURT


BRANCH
_____,
MAKATI
CITY





DIRECTOR
OF
HEALTH,



 
 

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Petitioner,
 
 
 
 
 
 









Spec
Proc
No.
___________


For:
Hospitalization
of
Insane
Person

xx

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xx





PETITION
FOR
HOSPITALIZATION
OF
INSANE
PERSON




 The
Director
of
Health,
by
the
undersigned
City
Prosecutor
of
Makati
City,
unto
this
Honorable

Court,
respectfully
avers
that:




 1.
The
petitioner
is
the
duly
appointed
Director
of
Health
of
the
Government
of
the
Philippines,

with
office
in
the
City
of
Manila.




 2.
A
person
named
EDDIE
GIL,
presently
residing
at
123
J.P.
Rizal
St.
Makati
City,
is
insane
and
it

would
be
for
the
welfare
and
safety
of
the
public
that
he
be
committed
to
an
insane
asylum.




 3.
 The
 relatives
 of
 the
 said
 insane
 and
 those
 who
 have
 charge
 of
 him,
 particularly,
 NIKKI
 GIL,

now
residing
at
123
J.P.
Rizal
St.
Makati
City,
are
opposed
to
the
insane's
being
taken
to
a
hospital
or

other
place
for
the
insane,
and
are,
otherwise,
unable
to
take
proper
custody
and
care
of
said
insane.




 WHEREFORE,
it
is
respectfully
prayed,
that
after
due
hearing,
an
order
be
issued
committing
said

EDDIE
GIL
to
an
insane
asylum
in
the
City
of
Manila
until
such
time
as
he
may
be
cured
of
his
insanity

and
released
without
danger
to
the
community.




 Makati
City,
1st
day
of
April,
2009.



JOHN
BINAY

City
Prosecutor







SAMPLE:
Petition
for
Habeas
Corpus




Republic
of
the
Philippines

COURT
OF
APPEALS

Manila





In
the
Matter
of
the
Petition
for


Habeas
Corpus
in
favor
of


GABRIEL
GARCIA
MARQUEZ
 
 
 
 
 SP
Case
No.
______



ISABEL
ALLENDE
MARQUEZ


 Petitioner,

xx

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PETITION
FOR
HABEAS
CORPUS





Petitioner,
by
counsel,
to
this
Honorable
Court,
respectfully
states:





PREFATORY
STATEMENT



The
 petitioner
 in
 this
 case
 represents
 her
 father,
 Gabriel
 Garcia
 Marquez
 who
 was

forcibly
abducted
and
arbitrarily
detained
by
the
respondents.






Gabriel
 Garcia
 Marquez
 had
 been
 a
 physician
 since
 the
 1980’s,
 seeking
 to
 cure
 the

diseases
 in
 rural
 poor
 communities
 before
 he
 was
 illegally
 arrested
 and
 abducted.
 His

unlawful
 arrest
 and
 enforced
 disappearance
 happened
 on
 the
 occasion
 of
 the

government
initiative
to
launch
an
all
out
war
against
those
critical
of
its
policies,
which

has
 resulted
 in
 unabated
 extrajudicial
 killings,
 abductions,
 political
 persecution
 and

violations
of
civil
and
political
rights
of
the
people.




Since
his
fundamental
rights
have
been
desecrated,
he,
represented
by
petitioner,
now

seeks
the
protection
and
restoration
of
their
rights
through
this
petition.



THE
PARTIES



1. Petitioner
ISABEL
ALLENDE
MARQUEZ
is
a
resident
Filipina,
of
legal
age,
and
she
represents
herein

her
father,
GABRIEL
GARCIA
MARQUEZ,
48
years
old.
The
petitioner
may
be
served
with
all
notices,

orders,
resolutions
and
other
legal
processes
of
this
Honorable
Court
through
the
office
address
of

the
undersigned
counsel.



2. The
following
respondents
are
being
impleaded
because
of
their
participation,
role
and
position
in

the
formulation
and
implementation
of
the
government’s
all‐out
war
policy
against
suspected
rebels

and
political
activists
 resulting
 in
various
human
rights
violations,
including
the
 forcible
abduction,

illegal
arrest
and
detention
of
GABRIEL
GARCIA
MARQUEZ.



3. Respondent
Gen.
 HERMOGENES
 ESPERON
is
the
current
Chief
of
Staff
of
the
Armed
Forces
of
the

Philippines
 (AFP).
 
 He
 may
 be
 served
 with
 notices,
 decisions
 and
 other
 legal
 processes
 of
 this

Honorable
Court
at
Camp
Aguinaldo,
Quezon
City.




4. Respondent
 Gen.
 JESUS
 VERZOSA
 is
 of
 legal
 age
 and
 the
 incumbent
 Director
 General
 of
 the

Philippine
National
Police
(PNP).

He
may
be
served
with
notices,
decisions
and
other
legal
processes

of
this
Honorable
Court
at
the
PNP
Headquarters
at
Camp
Crame,
Quezon
City.



5. Respondent
Lt.
Gen.
ALEXANDER
YANO
is
the
current
Chief
of
the
Philippine
Army
(PA).

He
may
be

served
with
notices,
decisions
and
other
legal
processes
of
this
Honorable
Court
at
Fort
Bonifacio,



 
 

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Taguig
City.




6. The
 respondent
 Col.
 EDUARDO
 AÑO
 is
 of
 legal
 age
 and
 is
 the
 Head
 of
 the
 Philippine
 Army’s

Intelligence
and
Security
Group
(PA‐ISG).
The
processes
of
this
Most
Honorable
Court
may
reach
the

respondent
in
his
office
at
the
Philippine
Army
Headquarters
at
Fort
Bonifacio,
Taguig
City.
His
office

is
 responsible
 for
 the
 government’s
 implementation
 of
 the
 all‐out
 war
 policy
 against
 suspected

rebels
and
political
activists.









STATEMENT
OF
FACTS
ON
THE
ABDUCTION


OF
GABRIEL
GARCIA
MARQUEZ



7. GABRIEL
GARCIA
MARQUEZ
studied
from
1978‐1981
at
the
Ateneo
De
Manila
University.

Inspired

and
encouraged
by
the
Jesuit
brothers
to
serve
the
poor
and
oppressed
people
in
the
rural
areas,

GABRIEL
GARCIA
MARQUEZ
decided
to
work
in
the
rural
communities
of
the
Cordillera
Region.



8. He
continued
to
work
in
the
rural
communities
until
his
forcible
abduction
and
arbitrary
detention

by
the
respondent
military
officers
and
police
on
April
1,
2009.




9. The
 following
 are
 the
 circumstances
 behind
 the
 abduction
 of
 GABRIEL
 GARCIA
 MARQUEZ
 and
 his

continued
 unlawful
 and
 arbitrary
 detention,
 as
 well
 as
 the
 efforts
 of
 his
 family
 and
 concerned

organizations
to
determine
his
whereabouts.





10. On
 1
 April
 2009
 in
 St.
 Luke’s
 Medical
 Center,
 Quezon
 City,
 at
 around
 4
 p.m.
 to
 5
 p.m.,
 GABRIEL

GARCIA
MARQUEZ
was
leaving
the
Medical
Arts
Building
after
he
conducted
a
lecture.




11. Eight
 (8)
 men
 wearing
 black
 uniforms,
 who
 some
 witnesses
 claim
 were
 emblazoned
 “Police”
 and

“CIDG,”
emerged
from
a
black
L‐300
van
that
was
positioned
at
the
vicinity
of
the
clinic’s
entrance.

The
men
then
punched
GABRIEL
GARCIA
MARQUEZ
and
forcibly
shoved
him
into
the
waiting
van.





12. The
 black
 van
 that
 had
 a
 special
 number
 “8”plate
 number
 quickly
 sped
 away
 in
 the
 direction
 of

EDSA.

The
uniformed
men
expertly
carried
out
the
abduction
of
GABRIEL
GARCIA
MARQUEZ
in
less

than
ten
(10)
minutes.





13. The
captors
of
GABRIEL
GARCIA
MARQUEZ
subjected
him
to
seventy‐two
(72)
hours
of
physical
and

psychological
 torture
 as
 he
 was
 in
 handcuffs,
 blindfolded,
 threatened
 with
 bodily
 harm
 to
 himself

and
his
daughter,
linked
to
live
electric
wires,
burnt
with
cigarettes,
forced
to
confess
and
identify

her
alleged
subversive
activities
as
well
as
subjected
to
extremely
high
volumes
of
April
Boy
Regino,

Salbakuta
and
Lito
Camo
jingles.





 
 

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14. Petitioner
ISABEL
ALLENDE
MARQUEZ
learned
of
her
father’s
illegal
abduction
and
the
governmental

agency
 that
 held
 her
 captive
 while
 watching
 GMA7’s
 news
 update
 at
 around
 8
 p.m.
 of
 that
 day.

Here,
 the
 Armed
 Forces
 of
 the
 Philippines,
 through
 respondent
 Gen.
 Hermogenes
 Esperon,

announced
that
the
Intelligence
and
Security
Group
of
the
Philippine
Army
(PA‐ISG)
have
captured

GABRIEL
GARCIA
MARQUEZ
and
that
he
was
in
a
detention
facility
in
Fort
Bonifacio.



15. The
petitioner
and
members
of
the
human
rights
organization
Ateneo
Human
Rights
Center
(AHRC)

then
went
to
Fort
Bonifacio
to
ascertain
the
condition
of
GABRIEL
GARCIA
MARQUEZ.
Upon
reaching

this
 Army
 camp,
 they
 were
 directed
 to
 the
 office
 of
 Lt.
 Gen.
 Alexander
 Yano
 who
 issued
 a

certification
that
GABRIEL
GARCIA
MARQUEZ
was
not
within
the
confines
of
the
Army
Headquarters

at
Fort
Bonifacio.
He
encouraged
the
petitioner
to
return
the
next
day.



16. When
 petitioner
 and
 the
 AHRC
 members
 arrived
 at
 around
 11:00
 a.m.
 on
 3
 April
 2009
 at
 Fort

Bonifacio,
the
Lt.
Gen.
Yano
directed
them
to
the
Army
Officers’
Clubhouse
where
ranking
officials

of
the
police
and
military
were
to
present
GABRIEL
GARCIA
MARQUEZ
in
a
press
conference.



17. Lt.
Gen.
Alexander
Yano
and
Gen.
Jesus
Verzosa
said
in
the
press
conference
that
members
of
the

16th
 Infantry
 Division
 of
 the
 Philippine
 Army
 lawfully
 arrested
 GABRIEL
 GARCIA
 MARQUEZ
 in
 St.

Luke’s
Medical
Center,
Quezon
City,
allegedly
on
the
basis
of
a
warrant
of
arrest
for
Rebellion
that

different
courts
from
the
Cordillera
Autonomous
Region
allegedly
issued
against
him.



18. Though
 Lt.
 Gen.
 Alexander
 Yano
 stated
 the
 docket
 numbers
 for
 the
 specific
 offense
 of
 Rebellion

during
the
3
April
2009
press
conference,
there
was
no
mention
of
the
court
that
issued
the
arrest

warrants
that
validated
GABRIEL
GARCIA
MARQUEZ’s
continued
confinement.



19. Moreover,
 the
 warrant
 that
 the
 PNP‐CIDG
 released
 appears
 dubious
 and
 highly
 irregular.
 
 It
 was

purportedly
issued
by
Judge
Emilio
Jacinto
on
11
March
1999
in
the
case
of
rebellion
entitled
People

v.
 Kurtis
 Vonnegut
 alias
 Vonvon,
 et
 al.,
 docketed
 as
 Crim.
 Case
 No.
 99‐0311
 filed
 before
 the

Municipal
 Trial
 Court
 of
 Bangued,
 Abra.
 GABRIEL
 GARCIA
 MARQUEZ’s
 name
 appears
 on
 the
 list
 at

number
three
(3),
with
bail
recommended
at
Twenty
Thousand
Pesos
(P
20,000.00).



20. The
 AHRC
 discovered
 that
 the
 case
 was
 passed
 around
 in
 different
 courts.
 However,
 upon

verification
 from
 the
 Office
 of
 the
 Clerk
 of
 Court
 of
 the
 Regional
 Trial
 Court
 of
 Lacub,
 Abra,
 the

records
of
this
Rebellion
case
against
GABRIEL
GARCIA
MARQUEZ
are
not
in
their
custody
and
could

not
be
found.




21. GABRIEL
GARCIA
MARQUEZ
through
counsel
requested
from
the
respondent
PNP
officers
to
furnish

copies
of
all
the
documents
that
would
justify
his
arrest
and
continued
detention.
Unfortunately,
the

respondents
made
no
response
to
this
request.



22. All
of
these
events
point
to
the
obvious
fact
that
GABRIEL
GARCIA
MARQUEZ
was
abducted
without

the
 benefit
 of
 a
 valid
 subsisting
 warrant
 and
 neither
 were
 his
 rights
 as
 a
 citizen
 respected
 when



 
 

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State
 security
 forces
 took
 him
 into
 custody
 on
 1
 April
 2009.
 It
 is
 likewise
 worthwhile
 to
 note
 that

policemen
in
plainclothes
accosted
the
AHRC
in
the
Bangued,
Abra,
who
were
trying
to
confirm
the

existence
of
the
criminal
cases
against
GABRIEL
GARCIA
MARQUEZ.





23. The
 foregoing
 circumstances
 serve
 to
 engender
 the
 well‐founded
 belief
 that
 the
 respondents
 and

their
agents
are
responsible
for
the
abduction
of
GABRIEL
GARCIA
MARQUEZ
despite
the
fact
that

he
has
not
committed,
was
not
then
committing
and
was
not
attempting
to
commit
any
offense
that

called
 for
 his
 arrest
 or
 deprivation
 of
 liberty
 in
 the
 absence
 of
 any
 formal
 charge
 or
 valid
 judicial

warrant.



24. At
 no
 point
 in
 time
 was
 GABRIEL
 GARCIA
 MARQUEZ
 apprised
 of
 his
 rights
 incident
 to
 an
 arrest
 as

enumerated
in
the
landmark
case
of
Miranda
 v.
 Arizona,
and
embodied
in
the
Bill
of
Rights
under

the
Philippine
Constitution.
The
purported
warrants
themselves
were
never
presented
to
GABRIEL

GARCIA
MARQUEZ
at
the
time
of
the
abduction.



25. As
no
court
of
law
has
validly
issued
a
warrant
for
the
arrest
of
GABRIEL
GARCIA
MARQUEZ,
for
any

crime
whatsoever,
his
confinement
under
the
circumstances
recounted
above
is
therefore
patently

illegal.
 



26. The
petitioner,
with
her
family,
AHRC,
and
counsel,
have
exhausted
all
efforts
available
at
law,
and

she
 has
 no
 plain,
 speedy
 and
 adequate
 remedy
 to
 protect
 the
 fundamental
 rights
 of
 her
 father

except
 through
 this
 application
 for
 the
 issuance
 of
 a
 Writ
 of
 Habeas
 Corpus
 to
 require
 the

respondents
to
bring
and
present
GABRIEL
GARCIA
MARQUEZ
before
this
Honorable
Court.





27. Lt.
 Gen.
 Alexander
 Yano
 announced
 during
 the
 press
 conference
 that
 they
 would
 transfer
 his

custody
over
to
any
of
the
courts
in
Cordillera
Region
that
allegedly
issued
the
warrants
of
arrest.

Considering
that
the
warrant
presented
to
the
petitioner
are
all
invalid,
dubious
and
non‐existent,

the
 declaration
 of
 GABRIEL
 GARCIA
 MARQUEZ’s
 transfer
 to
 Cordillera
 will
 put
 her
 life
 in
 mortal

danger
 since,
 in
 the
 unequivocal
 pronouncement
 of
 Mr.
 Philip
 Alston,
 the
 United
 Nations
 Special

Rapporteur
 on
 extrajudicial
 killings,
 the
 AFP
 has
 the
 reputation
 of
 dealing
 severely
 with
 perceived

rebels.





PRAYER



WHEREFORE,
 premises
 considered,
 the
 petitioner
 respectfully
 prays
 that
 this
 Honorable
 Court

issue
 a
 Writ
 of
 Habeas
 Corpus
 directing
 the
 respondents,
 or
 whoever
 acts
 in
 their
 place
 or
 stead,
 to

appear
before
this
Honorable
Court
and
to
produce
GABRIEL
GARCIA
MARQUEZ
in
good
health,
and
to

explain
 forthwith
 why
 the
 respondents
 should
 not
 set
 GABRIEL
 GARCIA
 MARQUEZ
 at
 liberty
 without

delay.


 


 Other
forms
of
relief
just
and
equitable
under
the
premises
are
likewise
prayed
for.




 Makati
City,
April
9,
2009.



 
 

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[LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
 8



ATENEO
HUMAN
RIGHTS
CENTER

Counsel
for
the
petitioner

1/F
Ateneo
Professional
Schools
Bldg.,
20
Rockwell
Drive,

Rockwell
Center,
Makati
City
1210

Telefax
No.
1234567;
Email:
email@email.com



By:



CAROL
BELLO

IBP
No.
733286;
1‐07‐08;
Marikina

PTR
No.
0986236;
1‐04‐08;
Makati

Roll
No.
13366

MCLE
Compliance
No.
123454





LOVELY‐ANN
CARLOS‐IMBONG

IBP
No.
733285;
1‐07‐08;
Makati

PTR
No.
0986237;
1‐04‐08;
Makati

Roll
No.
39818

MCLE
Compliance
No.
123473





Copy
furnished:



Gen.
HERMOGENES
ESPERON

CHIEF
OF
STAFF
OF
THE
AFP

Camp
Aguinaldo,
Quezon
City



Gen.
JESUS
VERZOSA,
JR.

DIRECTOR
GENERAL
OF
THE
PNP

PNP
Headquarters,


Camp
Crame,
Quezon
City



Lt.
Gen.
ALEXANDER
YANO

CHIEF
OF
THE
PHILIPPINE
ARMY

Fort
Bonifacio,
Taguig
City



Col.
EDUARDO
AÑO

HEAD
PA‐INTELLIGENCE
AND
SECURITY
GROUP

Army
Headquarters

Fort
Bonifacio,
Taguig
City





EXPLANATION
OF
SERVICE
BY
REGISTERED
MAIL



 
 

 1
[LEGAL
FORMS
MANUAL]
 4
ATENEO
LAW
3D
’08‐‘09
 9




 Pursuant
to
Section
11,
Rule
13
of
the
1997
Rules
of
Court,
copies
of
this
Petition
were
served

upon
the
other
parties
by
registered
mail
because
of
distance
and
unavailability
of
messengerial
services

to
effect
personal
service.



For
the
Ateneo


Human
Rights

Center:





CAROL
BELLO



(Verification
with
Certification
of
Non‐Forum
Shopping)






SAMPLE:
Petition
for
Writ
of
Amparo
and
Writ
of
Habeas
Corpus





REPUBLIC
OF
THE
PHILIPPINES

COURT
OF
APPEALS

MANILA





VICENTE
DE
RAMOS,
 

Petitioner














‐versus‐
 C.A
G.R
No.
______________

For:
 Writ
 of
 Amparo
 and
 Writ
 of

Habeas
Corpus



GILBERTO
TEODORO
JR.,in
his
capacity
as
the
SECRETARY
 

OF
NATIONAL
DEFENSE,LT.
GEN.
ALEXANDER
YANO,
in
his

capacity
as
the
CHIEF
OF
STAFF
of
the
ARMED
FORCES
OF

THE
 PHILIPPINES,BRIG.
 GEN.
 ROMEO
 PRESTOZA,
 in
 his

capacity
 as
 the
 CHIEF
 of
 the
 INTELLIGENCE
 SERVICE
 OF

THE
ARMED
FORCES
OF
THE
PHILIPPINES



x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x





PETITION

(With
Application
For
Interim
Reliefs)



NATURE
OF
PETITION





 
 

 1
[LEGAL
FORMS
MANUAL]
 5
ATENEO
LAW
3D
’08‐‘09
 0

1. This
 is
 a
 petition
 for
 the
 Writ
 of
 Amparo
 and
 Habeas
 Corpus,
 filed
 under
 A.M
 No.
 07‐9‐12‐SC,

known
as
the
Rule
on
the
Writ
of
Amparo,
promulgated
on
25
September
2007
and
which
took

effect
on
24
October
2007,
and
Rule
102
of
the
Rules
of
Court,
respectively.



2. The
purpose
of
the
petition
is
to
require
the
respondents
to
produce
the
person
of
Danielle
de

Ramos,
 as
 well
 as
 to
 disclose
 and
 explain
 their
 participation
 in
 the
 enforced
 disappearance

and/or
extrajudicial
killing
of
Danielle
de
Ramos.





3. This
petition
also
seeks
the
issuance
of
a
witness
protection
order,
inspection
order,
production

order,
and
temporary
protection
order,
directed
against
respondents.









PARTIES



4. Petitioner
 is
 a
 Filipino,
 of
 legal
 age,
 and
 residing
 at
 123
 Cotabato
 Street,
 New
 Manila,
 Quezon

City.

He
is
the
father
of
the
aggrieved
party.





5. Public
respondent
Gilberto
Teodoro
Jr.,
is
the
Secretary
of
the
Deparment
of
National
Defense,

responsible
 for
 guarding
 against
 external
 and
 internal
 threats
 to
 peace
 and
 security
 in
 the

country.
It
exercises
executive
supervision
over
the
Armed
Forces
of
the
Philippines
(AFP),
the

Office
 of
 Civil
 Defense
 (OCD),
 the
 Philippine
 Veterans
 Affairs
 Office
 (PVAO),
 the
 National

Defense
College
of
the
Philippines
(NDCP),
and
the
Government
Arsenal
(GA).

He
may
be
served

with
orders
and
processes
at
Camp
General
Emilio
Aguinaldo,
Quezon
City.



6. Public
 respondent
 Lt.
 Gen.
 Alexander
 Yano,is
 the
 Chief
 of
 Staff
 of
 the
 Armed
 Forces
 of
 the

Philippines
(AFP),
the
military
defense
organization
of
the
Republic
of
the
Philippines.

He
may

be
served
with
orders
and
processes
at
AFP‐GHQ,
Camp
General
Emilio
Aguinaldo,
Quezon
City.



7. Public
respondent
Brig.
Gen.
Romeo
Prestoza,
is
the
current
chief
of
the
Intelligence
Service
of

the
 Armed
 Forces
 of
 the
 Philippines
 is
 a
 support
 unit
 of
 the
 AFP
 engaged
 in
 intelligence
 and

information
gathering.

He
may
be
served
with
orders
and
processes
at
AFP‐GHQ,
Camp
General

Emilio
Aguinaldo,
Quezon
City.



MATERIAL
ALLEGATIONS



8. The
aggrieved
party,
Daniella
de
Ramos,
is
a
private
individual,
residing
at
123
Cotabato
Street,

New
Manila,
Quezon
City
and
is
an
executive
officer
at
the
Human
Rights
Organization.



9. She
regularly
travels
from
her
place
of
residence
to
his
place
of
work
by
driving
her
own
car.





10. She
is
regularly
in
contact
with
her
parents
especially
the
petitioner.

It
is
her
practice
to
call
or

send
a
text
message
to
petitioner
before
she
heads
home
from
work.







 
 

 1
[LEGAL
FORMS
MANUAL]
 5
ATENEO
LAW
3D
’08‐‘09
 1

11. Her
 family
 last
 saw
 her
 during
 the
 morning
 of
 5
 September
 2008
 and
 by
 co‐workers
 at
 the

evening
of
the
same
date.



12. On
 5
 September
 2008,
 at
 8:00
 in
 the
 evening,
 petitioner
 received
 a
 text
 message
 from
 her,

stating
therein
that
she
was
on
her
way
home
from
work.





13. At
 8:30p.m
 of
 the
 same
 evening,
 the
 security
 guard
 on
 tour
 of
 duty
 in
 her
 office
 building

witnessed
her
being
forcibly
taken
by
three
large‐built
men
with
holstered
guns
forcibly
inside
a

van
and
speedily
left.


One
of
the
men
was
wearing
a
fatigue
pair
of
pants.

This
was
duly
logged

by
the
security
guard
on
the
logbook
of
the
building.



14. Since
then,
no
communication
has
been
made
to
her
family,
friends,
and
co‐workers.



15. She
 also
 owns
 a
 handbag
 with
 personal
 property
 such
 as
 keys,
 wallet,
 etc.,
 which
 properties

were
 uncharacteristically
 left
 on
 the
 parking
 lot
 of
 her
 office,
 together
 with
 her
 car,
 remain

uncollected
by
the
aggrieved
party
since
date
of
disappearance.





In
support
of
the
foregoing
allegations,
the
affidavits
of
the
petitioner
and
of
witnesses,
namely

Christopher
Nepomuceno
and
Jeffrey
Flores,
are
hereto
attached
and
made
integral
part
of
this

Petition
as
Annexes
A,
B,
and
C,
respectively.




16. Shewas
known
to
be
presently
engaged
in
an
investigative
project
against
certain
officers
of
the

AFP
and
ISAFP
for
alleged
corruption
practices
and
high
crimes.



17. Since
her
disappearance,
her
relatives
have
tried
to
locate
the
aggrieved
party
through
inquiries

at
her
usual
places
of
destination.



18. Failing
 to
 find
 her,
 petitioner
 sought
 the
 help
 of
 local
 authorities
 but
 they
 were
 not
 able
 to

produce
the
person
of
the
aggrieved
party.



19. However,
 during
 the
 course
 of
 investigation,
 it
 was
 found
 out
 that
 days
 before
 her

disappearance,
mysterious
men
were
noticed
to
have
been
conducting
operations
in
the
vicinity

of
the
aggrieved
party’s
office.



20. It
was
also
found
out
that
on
4
September
2008,
day
before
date
of
disappearance,
the
office

building’s
security
guard
was
asked
by
a
mysterious
man
who
identified
himself
as
an
officer
of

ISAFP
on
whether
aggrieved
party
holds
office
in
the
area.



21. Petitioner
now
comes
to
this
Honorable
Court
to
seek
relief
for
the
aggrieved
party
whose
exact

whereabouts
remain
unknown.





22. Considering
 the
 fact
 that
 the
 aggrieved
 party
 is
 a
 private
 individual
 and
 that
 she
 has
 failed
 to

communicate
 with
 any
 of
 her
 family,
 friends,
 and
 co‐workers
 until
 this
 time,
 aggrieved
 party’s

remaining
 in
 the
 custody
 would
 have
 to
 be
 against
 her
 will
 and
 in
 violation
 of
 her
 rights
 of

liberty
and
security.







 
 

 1
[LEGAL
FORMS
MANUAL]
 5
ATENEO
LAW
3D
’08‐‘09
 2

ISSUE
STATEMENTS



1. The
writ
of
habeas
corpus
shall
extend
to
all
cases
of
illegal
confinement
or
detention
by
which

any
person
is
deprived
of
his
liberty,
or
by
which
the
rightful
custody
of
any
person
is
withheld

from
the
person
entitled
thereto.





The
 aggrieved
 party
 was
 witnessed
 by
 a
 security
 guard
 to
 have
 been
 forcibly
 taken
 by
 three

large‐built
men
into
a
van
which
speedily
left
thereafter
last
5
September
2008.

Since
then,
her

whereabouts
 is
 unknown
 notwithstanding
 her
 relatives
 trying
 to
 locate
 the
 aggrieved
 party

through
inquiries
at
her
usual
places
of
destination
but
failed
to
find
her.
No
communication
has

been
made
to
her
family,
friends,
or
co‐workers.





Should
the
writ
of
habeas
corpus
be
issued?



2. A
witness
protection
order
is
issued
for
the
protection
and
safety
of
the
witnesses
who
helped
in

the
investigation
and
witnessed
the
enforced
disappearance
of
the
victim.



One
 security
 guard
 testified
 to
 being
 questioned
 by
 an
 alleged
 ISAFP
 officer
 about
 the
 victim

while
 he
 was
 on
 tour
 of
 duty
 last
 4
 September
 2008.
 
 Another
 security
 guard
 witnessed
 on
 5

September
 2008,
 the
 abduction
 of
 the
 victim
 by
 three
 large‐built
 men
 with
 holstered
 pistons,

with
one
wearing
fatigue
attire.

Given
the
power
and
resources
available
to
the
respondents,

the
two
witnesses
need
protection
and
safety
from
them.



Should
the
witness
protection
order
be
issued?



3. A
 temporary
 protection
 order
 is
 issued
 for
 the
 safety
 and
 security
 of
 the
 petitioner,
 victim’s

immediate
members
of
her
family,
and
even
the
co‐officers
of
the
victim’s
organization.


The
aggrieved
party
was
known
to
be
involved
in
an
investigative
project
with
respect
to
certain

anomalies
 and
 atrocities
 of
 officials
 of
 the
 AFP
 and
 ISAFP.
 
 On
 5
 September
 2008,
 she
 was

subject
to
an
enforced
disappearance
perpetrated
allegedly
by
the
ISAFP
or
AFP.

Petitioner
is

the
father
of
the
aggrieved
party
who
presently
filed
this
petition
against
the
said
organizations.


Given
 the
 power
 and
 resources
 of
 respondents,
 petitioner
 and
 the
 rest
 of
 his
 family
 are

vulnerable
to
harm
and
danger.



Should
the
temporary
protection
order
be
issued?



4. A
production
order
is
issued
for
the
production
of
designated
documents,
letters,
papers,
books,

accounts,
 photographs,
 objects
 or
 tangible
 things,
 or
 objects
 in
 digitized
 or
 electronic
 form,

which
constitute
evidence
relevant
to
the
petition.



Investigation
 showed
 that
 mysterious
 men,
 days
 before
 the
 forced
 disappearance
 of
 the

aggrieved
party,
conducted
surveillance
on
the
premises
of
her
office.

On
4
September
2008,
a

man
 who
 introduced
 himself
 as
 an
 ISAFP
 agent
 approached
 the
 security
 guard
 on
 duty
 in
 her



 
 

 1
[LEGAL
FORMS
MANUAL]
 5
ATENEO
LAW
3D
’08‐‘09
 3

office
 and
 inquired
 about
 the
 aggrieved
 party.
 
 Records
 may
 have
 been
 kept
 on
 these

surveillance
activities.



Should
the
production
order
be
issued?



5. Inspection
Order
is
issued
for
possession
or
control
of
a
designated
land
or
other
property,
to

permit
entry
for
the
purpose
of
inspecting,
measuring,
surveying,
or
photographing
the
property

or
any
relevant
object
or
operation
thereon.




Investigation
 showed
 that
 mysterious
 men,
 days
 before
 the
 forced
 disappearance
 of
 the

aggrieved
party,
conducted
surveillance
on
the
premises
of
her
office.

Records
may
have
been

kept
on
these
surveillance
activities
and
it
might
be
located
in
the
headquarters
of
respondents

and
their
corresponding
organizations.



Should
the
inspection
order
be
issued?



PRAYER



WHEREFORE,
premises
considered,
the
petitioner
prays
that
this
Honorable
Court:



A.

Immediately
after
the
receipt
of
this
petition

1. Issue
the
writ
of
habeas
corpus;

2. Issue
the
writ
of
amparo;

3. Declare
all
documents
signed
by
the
victim
since
the
time
of
disappearance
unless
proof

is
adduced
that
there
has
been
compliance
with
her
constitutional
rights;

4. Require
respondent
to
disclose
medical
examinations
conducted
on
the
victim
and

produce
medical
reports
on
such
examinations;



5. Require
respondent
to
produce
all
information
his
office
has
pertaining
to
the
victim,

the
victim’s
home,
the
victim’s
family,
and
victim’s
correspondence;

6. Require
respondent
to
disclose
why
such
information
has
been
gathered
and
used;

7. Issue
 a
 temporary
 protection
 order
 in
 favor
 of
 the
 petitioner,
 his
 family,
 and
 his

witnesses
by
directing
an
agency
or
institution
to
ensure
their
protection;


8. Issue
 a
 witness
 protection
 order
 in
 favor
 of
 the
 witnesses
 who
 helped
 in
 the

investigation
regarding
the
aggrieved
party’s
forced
disappearance.




B.
Upon
notice
and
hearing:

1. Issue
 a
 production
 order
 to
 person
 who
 may
 be
 in
 possession
 or
 custody
 of
 other

evidence
in
this
case;

2. Issue
 an
 inspection
 order
 of
 properties
 which
 may
 contain
 additional
 information
 or

evidence
 regarding
 the
 enforced
 disappearance
 and/or
 extrajudicial
 killing
 of
 the

aggrieved
party;

3. Order
respondent
to
immediately
and
without
delay
release
the
victim
to
the
care
and

custody
of
the
petitioner.





Other
reliefs
just
and
equitable
under
the
premises
are
likewise
prayed
for.



 
 

 1
[LEGAL
FORMS
MANUAL]
 5
ATENEO
LAW
3D
’08‐‘09
 4



September
10,
2008,
City
of
Manila.


 

Ma.
Angela
Leonor
C.
Aguinaldo

Counsel
for
Petitioner

No.
25
Woodrose
St.,
Makati
City

Telefax
No.
1234567;
Email:

email@email.com

Roll
of
Attorney
No.
123456

IBP
No.
78901

PTR
No.
23456

MCLE
Compliance
No.
7890



(Verification
with
Certification
of
Non‐Forum
Shopping)






SAMPLE:
Petition
for
Writ
of
Habeas
Data





REPUBLIC
OF
THE
PHILIPPINES

SUPREME
COURT

Manila

ISAAC
ASIMOVA,


 Petitioner,




 ‐versus‐

 
 
 
 
 G.R.
No.
__________


 
 
 
 
 
 
 
 For:
Writ
of
Habeas
Data



MAJ.
GEN.
JOVITA
PALPARAN,

Armed
Forces
of
the
Philippines


 Respondent.

xx

‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐xx



PETITION
FOR
WRIT
OF
HABEAS
DATA



Petitioner,
by
counsel,
respectfully
states
that:



I

NATURE
OF
THE
PETITION



1. This
is
a
petition
for
the
writ
of
habeas
data
filed
under
A.M.
No.
08‐1‐16‐SC,
also
known
as
the
Rule

on
 the
 Writ
 of
 Habeas
 Data
 to
 require
 the
 respondent
 to
 produce
 and,
 if
 necessary
 update
 and

rectify,
or,
in
the
alternative,
suppress
or
destroy
information
within
its
control
and/or
contained
in

its
database,
which
relates
to
petitioner,
his
family,
his
home
and
his
correspondence.





 
 

 1
[LEGAL
FORMS
MANUAL]
 5
ATENEO
LAW
3D
’08‐‘09
 5

2. Petitioner
respectfully
submits
that
respondent
obtained
the
information
through
an
unlawful
act,

has
unjustifiably
failed
to
disclose
the
information
to
petitioner,
and/or
has
unjustifiably
refused
to

update,
rectify,
suppress
or
destroy
the
information.



3. This
act
or
omission
of
respondent
to
comply
with
petitioner's
demand
is
a
violation
of,
or
poses
a

threat
of
violation
to,
petitioner's
right
to
privacy
in
life,
liberty
and
security.




4. In
view
of
the
foregoing,
petitioner
brings
this
petition
before
this
Honorable
Court
praying
that
the

respondent
 be
 required
 to
 cause
 the
 immediate
 production
 of
 the
 information
 requested
 so
 that

the
same
may
be
revealed
to
petitioner
for
proper
updating,
rectification
or,
in
the
alternative,
for

its
suppression
or
destruction,
whatever
may
be
necessary
to
protect
petitioner's
privacy.



5. Finally,
petitioner
respectfully
submits
that
he
is
an
indigent
person
and
prays
that
this
Honorable

Court
exempt
him
from
docket
and
other
legal
fees
in
this
case,
subject
to
the
submission
of
proof

of
his
indigency
within
fifteen
days
from
the
filing
of
this
petition.



II

PARTIES



6. Petitioner
is
a
Filipino,
of
legal
age,
and
residing
at
Sitio
Dos,
Smokey
Mountain,
Tondo,
Manila.
He

may
be
served
with
notices
from
this
Honorable
Court
through
his
undersigned
counsel.



7. Respondent
 is
 being
 impleaded
 in
 her
 capacity
 as
 a
 public
 officer
 or
 employee,
 in
 charge
 of
 the

information
or
database
of
AFP
Central
Intelligence
and
Security
Group,
which
office
is
engaged
in

the
gathering,
collecting,
and
storing
of
data.
She
may
be
served
summons
and
other
processes
of

this
 Honorable
 Court
 at
 the
 Intelligence
 and
 Security
 Department,
 Army
 Headquarters,
 Fort

Bonifacio,
Taguig
City.




III

MATERIAL
ALLEGATIONS



8. Petitioner
is
a
citizen
of
the
Republic
of
the
Philippines
whose
right
to
privacy
is
protected
by
the
Bill

of
Rights
found
in
Article
III
of
the
1987
Philippine
Constitution,
which
provides:





Section
3.
 (1)
 The
 privacy
 of
 communication
 and
 correspondence
 shall
 be
 inviolable
 except
 upon

lawful
 order
 of
 the
 court,
 or
 when
 public
 safety
 or
 order
 requires
 otherwise
 as
 prescribed
 by
 law.

Any
 evidence
 obtained
 in
 violation
 of
 this
 or
 the
 preceding
 section
 shall
 be
 inadmissible
 for
 any

purpose
in
any
proceeding.”




‐
and
‐





 
 

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Section
7.
 The
right
of
the
people
to
information
of
matters
of
public
concern
shall
be
recognized.

Access
 to
 official
 records
 and
 documents,
 and
 papers
 pertaining
 to
 official
 acts,
 transactions,
 or

decisions
 as
 well
 as
 to
 government
 research
 data
 used
 as
 basis
 for
 policy
 development,
 shall
 be

afforded
the
citizen,
subject
to
such
limitations
as
may
be
provided
by
law.




9. On
 March
 20,
 2009,
 petitioner
 requested
 access
 to
 all
 information
 held
 about
 him
 by
 the

respondent,
within
fifteen
days
from
respondent's
receipt.
A
copy
of
the
written
request
is
attached

as
Annex
"A".



10. The
period
given
to
respondent
to
allow
petitioner
access
to
its
database
has
already
lapsed.



11. As
a
result
of
respondent's
failure
or
unjustifiable
refusal
to
allow
access
to
its
database,
petitioner’s

right
to
privacy
is
being
violated.



12. 
The
use
and
possible
dissemination
of
the
information
held
by
respondent
is
an
unlawful
intrusion

into
 petitioner's
 privacy,
 which
 intrusion
 threatens
 to
 ultimately
 violate
 petitioner's
 right
 to
 life,

liberty
and
security.



13. The
information
which
remains
hidden
from
petitioner
is
in
the
database
of
respondent
located
in

the
 Office
 of
 the
 Intelligence
 and
 Security
 Group,
 Armed
 Forces
 of
 the
 Philippines
 Headquarters,

Fort
Bonifacio,
Taguig
City.




IV

RELIEFS



WHEREFORE,
petitioner
prays
that
this
Honorable
Court
give
due
course
to
this
petition
and

issue
the
writ
of
habeas
data
and
rule,
as
follows:

1. Upon
the
filing
of
the
petition,
ENJOIN
respondent
from
disseminating
the
information;

2. 
Upon
notice
and
hearing,
ORDER
respondent
to:

a. Produce
the
information
in
its
possession
regarding
petitioner's
person,
his

family,
home
and
correspondence;

b. Correct,
suppress
or
destroy
the
information
in
its
database,
whatever
may
be

applicable
as
determined
by
this
Honorable
Court;
and

c. Rectify
 the
 damage
 caused
 to
 petitioner's
 reputation
 by
 making
 a
 public

apology
 to
 petitioner,
 which
 shall
 be
 circulated
 in
 the
 manner
 and
 to
 such

persons
as
the
petitioner
may
deem
appropriate.


Other
reliefs
just
and
equitable
under
the
premises
are
likewise
prayed
for.



April
9,
2009,
City
of
Manila.



 
 

 1
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AYN
RANDY

Counsel
of
Petitioner

34C
The
Columns,
Ayala
Avenue,
Makati
City

Telefax
No.
1234567;
Email:
email@email.com

Roll
of
Attorneys
No.
9182736

IBP
No.
6121824

PTR
No.
5101520

MCLE
Certificate
of
Exemption
No.
M‐481216






(Verification
with
Certification
of
Non‐Forum
Shopping)








SAMPLE:
Petition
for
Change
of
Name





Republic
of
the
Philippines

Fourth
Judicial
Region

REGIONAL
TRIAL
COURT

Branch
___,
San
Pablo
City,
Laguna





UTUTINO
BANTOTO
O.
TINA,


 PETITIONER,


 
 
 
 
 
 
 SP
Case
No._______


 
 
 
 
 
 
 For
CHANGE
OF
NAME

x
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
x



PETITION
FOR
CHANGE
OF
NAME



Petitioner
by
the
undersigned
attorney,
and
unto
this
honorable
court,
respectfully
avers:



1.
That
the
petitioner
is
of
age,
single,
and
a
resident
of
Bgy.
San
Pedro,
San
Pablo
City,
Laguna;



2.
That
he
has
been
a
bonafide
resident
of
the
province
of
Laguna
since
the
year
1974,
or
for
at

least
three
(3)
years
prior
to
the
date
of
the
filing
of
this
petition;



3.
That
his
present
name
is
UTUTINO
BANTOTO
O.
TINA;



4.
 That
 such
 a
 name
 is
 ridiculous
 and
 has
 caused
 embarrassment
 to
 petitioner
 through
 the

years;



5.
That
petitioner
requests
that
his
present
name
be
changed
to
TINO
TOTO
O.
TINA.



 
 

 1
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FORMS
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ATENEO
LAW
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PRAYER



WHEREFORE,
 it
 is
 respectfully
 prayed
 that,
 after
 due
 notice,
 publication
 and
 hearing
 in

accordance
 with
 the
 Rules
 of
 Court,
 this
 Honorable
 Court
 adjudge
 that
 the
 petitioner’s
 name
 of

UTUTINO
BANTOTO
O.
TINA
be
changed
to
TINO
TOTO
O.
TINA,
this
9th
day
of
April
2009.





GUY
RITCHIE

Counsel
for
the
Petitioner


Rm.
210
Moreno
Building,

No.
8
Amorsolo
St.,
Makati
City

PHIL.
BAR
ROLL
NO.
36530

PTR
NO.
A‐7279012/01‐19‐06/Q.C.

IBP
NO.
645906/01‐19‐06/Q.C.

MCLE
Compliance
Cert.
No.
12345678


(Verification
with
Certification
of
Non‐Forum
Shopping)








SAMPLE:
Petition
for
Voluntary
Dissolution
of
Stock
Corporation





Republic
of
the
Philippines

National
Capital
Judicial
Region

REGIONAL
TRIAL
COURT

Branch
__,
Manila





SARAO
JEEPNEY


MANUFACTURING


CORPORATION,


 Plaintiff,


 
 
 
 
 
 
 S.P.
No.
________

For
VOLUNTARY
DISSOLUTION
OF
STOCK

CORPORATION

x
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
x



PETITION
FOR
VOLUNTARY
DISSOLUTION


OF
STOCK
CORPORATION





SARAO
JEEPNEY
MANUFACTURING
CORPORATION
through
the
undersigned
board
of
directors,

and
unto
this
Honorable
Court,
respectfully
states:



 
 

 1
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1.
 That
 the
 said
 corporation
 has
 been
 duly
 organized
 and
 existing
 under
 the
 laws
 of
 the

Philippines,
having
its
principal
place
of
business
at
JOSE
RIZAL
COMPLEX,
INTRAMUROS,
MANILA;



2.
That
the
authorized
capital
stock
of
said
corporation
is
ONE
MILLION
PESOS
(P1,000,000.00)


Philippine
currency,
divided
into
10,
000
shares
of
par
value
of
ONE
HUNDRED
PESOS
(P100)
per
share;



3.
That
in
a
meeting
of
the
stockholders
of
the
corporation
held
in
Intramuros,
Manila
on
April,
1

2009,
 the
 dissolution
 of
 the
 said
 corporation
 was
 resolved
 upon
 by
 the
 affirmative
 vote
 of
 the

stockholders
holding
or
representing
at
least
two‐thirds
(2/3)
of
all
shares
of
stock
issued
or
subscribed;



4.
That
the
following
are
the
present
claims
and
demands
against
the
corporation:



National
Steel
Corporation
–
P500,
000
Promissory
Note

Boysen
Paint
Corporation
–
P30,
000
Compensation
for
Service
Agreement

Federation
of
Jeepney
Drivers
and
Operators
–
P20,
000
Settlement
for
Damage
Claim

Generally
Motors
Corporation
‐
P50,
000
Purchase
Order
of
Supplies

SARAO
Employees
Union
–
P100,
000
13th
Month
Pay

Metro
Manila
Destruction
Authority
–
P100,
000
Penalty
Fees

Land
Teleportation
and
Flotation
Regulatory
Board
–
P100,
000
Unpaid
License
Fees




 5.
 That
 the
 corporation
 has
 present
 assets
 to
 the
 value
 of
 ONE
 HUNDRED
 THOUSAND
 PESOS

(P100,
000)
over
and
above
its
just
debts
and
liabilities.



 WHEREFORE,
 it
 is
 respectfully
 prayed
 that
 upon
 prior
 publication
 of
 notice
 as
 required
 by
 law

and
 due
 hearing
 on
 this
 petition,
 this
 Honorable
 Court
 adjudge
 and
 declare
 the
 above‐named

corporation
 dissolved,
 and
 that
 the
 board
 of
 directors
 of
 said
 corporation
 be
 designated
 liquidator
 to

take
charge
of
winding
up
the
affairs
of
the
corporation.




 Manila,
April
9,
2009.




 
 
 
 SARAO
JEEPNEY
MANUFACTURING
CORPORATION


 
 
 
 
 
 


 
 
 
 By


 
 
 


 
 
 
 REGINA
INSPEKTOR


 
 
 
 President


 
 
 
 



MINNIE
DRIVERS

Corporate
Secretary







 
 

 1
[LEGAL
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ATENEO
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 MACK
TRUCK


 
 
 
 Director


 
 
 
 




 
 
 
 MERCEDES
BENZENE


 
 
 
 Director


 
 
 
 



AUDI
GEMORA


 
 
 
 Director

 
 
 
 
 



(Verification
with
Certification
of
Non‐Forum
Shopping)





MOTIONS
IN
LITIGATION



MOTIONS

 A
motion
is
an
application
for
relief
other
than
by
a
pleading.
(Section
1,
Rule
15)

 All
motions
shall
be
in
writing
except
those
made
in
open
court
or
in
the
course
of
a
hearing
or

trial.
(Section
2,
Rule
15)
 A
 motion
 shall
 state
 the
 relief
 sought
 to
 be
 obtained
 and
 the
 grounds
 upon
 which
 it
 is
 based,

and
if
required
by
these
Rules
or
necessary
to
prove
facts
alleged
therein,
shall
be
accompanied

by
supporting
affidavits
and
other
papers.
(Section
3,
Rule
15)

Motion
to
Dismiss

 Section
1,
Rule
16
of
the
Rules
of
Court
enumerates
the
grounds
for
filing
a
motion
to
dismiss.


 A
Motion
to
Dismiss
is
a
litigious
motion
wherein
both
parties
must
be
heard.
 Being
a
litigious
motion,
a
request
for
and
notice
of
hearing
is
required.






SAMPLE:
Motion
to
Dismiss




Republic
of
the
Philippines

National
Capital
Judicial
Region

REGIONAL
TRIAL
COURT

Branch
91,
Las
Pinas
City





Luzviminda
Tolentino,


 
 
 Plaintiff,


 
 
 
 
 
 
 
 
 Civil
Case
No.
07‐61354


 ‐
versus
‐
 
 
 
 
 
 
 For:
Sum
of
Money





 
 

 1
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ATENEO
LAW
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Roberto
Juan,


 
 
 Defendant.

x
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
x





MOTION
TO
DISMISS



DEFENDANT,
 by
 counsel,
 respectfully
 moves
 to
 dismiss
 the
 Complaint
 on
 the
 ground
 that
 the

Complaint
 FAILS
 TO
 STATE
 A
 CAUSE
 OF
 ACTION
 as
 THE
 OBLIGATION
 SOUGHT
 TO
 BE
 ENFORCED
 BY

PLAINTIFF
IS
NOT
YET
DUE
AND
DEMANDABLE.





In
amplification
of
the
foregoing
ground,
Defendant
respectfully
submits
the
following:



Argument



1.
 Allegedly,
 defendant
 has
 failed
 to
 reach
 the
 quotas
 agreed
 upon
 under
 the
 Marketing

Agreement
dated
April
1,
2006.
Plaintiff
now
seeks
to
collect
the
sum
of
Five
Hundred

Thousand
 pesos
 (P500,000.00),
 representing
 the
 balance
 of
 the
 proceeds
 due
 plaintiff

under
the
said
Marketing
Agreement.



2.
 The
contract
is
for
two
(2)
years
and
defendant
is
given
that
same
period
to
reach
the

quota
specified
therein;
the
period
of
two
(2)
years
has
not
yet
expired.
Consequently,

plaintiff’s
claim
is
premature
as
there
is
yet
no
breach
of
the
Marketing
Agreement
until

the
 period
 expires
 and
 the
 quota
 is
 not
 attained.
 For
 this
 reason,
 plaintiff's
 Complaint

states
no
cause
of
action
and
must
be
dismissed.



WHEREFORE,
defendant
respectfully
prays
that
the
Complaint
be
DISMISSED
for
failure
to
state

a
cause
of
action.



Other
just
and
equitable
reliefs
are
also
prayed
for.



Muntinlupa
City
for
Las
Pinas
City,
November
5,
2007.





Demetria
Sandoval

Counsel
for
Defendant

5th
Floor,
Madrigal
Business
Tower,

Madrigal
Business
Center,
Alabang,
Muntinlupa
City

Attorney’s
Roll
No.
34975

IBP
O.R.
No.
23655‐01/03/08‐Muntinlupa

PTR
O.R.
No.
45321‐01/03/08‐Muntinlupa

MCLE
Compliance
No.
II‐0008776‐Nov.
17,
2007





REQUEST
FOR
AND
NOTICE
OF
HEARING





 
 

 1
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 6
ATENEO
LAW
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 2



The
Branch
Clerk
of
Court

Regional
Trial
Court

Branch
91,
Las
Pinas
City





Please
submit
the
foregoing
Motion
to
the
Court
for
its
consideration
and
approval
immediately

upon
 receipt
 hereof
 and
 kindly
 include
 the
 same
 in
 the
 court's
 calendar
 for
 hearing
 on
 November
 28,

2007
at
8:30
in
the
morning.







Demetria
Sandoval


Counsel
for
Defendant





Atty.
Conrado
Manuel

Counsel
for
the
Plaintiff

2176
Alabang‐Zapote
Road,

Las
Pinas
City





Please
take
notice
that
counsel
has
requested
to
be
heard
on

November
28,
2007
at
8:30in
the

morning.





Demetria
Sandoval


Counsel
for
Defendant





N.B.
A
REQUEST
 FOR
 HEARING
 is
a
request
for
the
Branch
Clerk
of
Court
to
include
the
motion
in
the

calendar
for
hearing
on
a
specific
date
while
a
NOTICE
 OF
 HEARING
is
a
notice
to
opposing
counsel
of

the
 hearing
 date
 requested.
 In
 non‐litigious
 motions
 or
 ex
 parte
 motions,
 it
 is
 sufficient
 that
 there
 be

Notice
to
opposing
counsel
stating
that
"counsel
will
submit
the
motion
to
the
court
for
approval
and

consideration
immediately
upon
receipt."
[From
Professor
Theodore
O.
Te’s
Handbook
on
Legal
Forms]





(Proof
of
Service)

(Verification)





Motion
for
Postponement
and
Motion
for
Extension

 A
motion
for
postponement
asks
for
the
postponement
of
a
hearing.


 A
motion
for
extension
asks
for
an
extension
of
the
time
within
which
to
file
a
pleading.

 Being
non‐litigious
motions,
a
notice
of
hearing
is
only
required.



 
 

 1
[LEGAL
FORMS
MANUAL]
 6
ATENEO
LAW
3D
’08‐‘09
 3







SAMPLE:
Motion
for
Postponement




Republic
of
the
Philippines

National
Capital
Judicial
Region

REGIONAL
TRIAL
COURT

Branch
91,
Las
Pinas
City





Luzviminda
Tolentino,


 
 
 Plaintiff,




 
 
 
 
 
 
 
 
 Civil
Case
No.
07‐61354


 ‐
versus
‐
 
 
 
 
 
 
 For:
Sum
of
Money





Roberto
Juan,


 
 
 Defendant.

x
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
x





MOTION
FOR
POSTPONEMENT





PLAINTIFF,
by
counsel,
respectfully
states
that:





1.
 This
case
is
set
for
trial
on
January
5,
2008
at
8:30
in
the
morning.



2.
 On
 said
 date
 and
 time,
 the
 undersigned
 counsel
 will
 be
 unable
 to
 appear
 before
 this

Honorable
 Court
 as
 he
 has
 also
 been
 directed
 to
 appear
 on
 this
 date
 and
 time
 before

the
 Regional
 Trial
 Court
 of
 Makati
 City,
 Branch
 213
 for
 "People
 of
 the
 Philippines
 v.

Edgardo
Mallari",
Criminal
Case
No.
99‐8746,
where
he
is
scheduled
to
terminate
cross‐
examination
of
the
prosecution’s
expert
witness
who
will
be
available
only
on
said
date

and
time.



3.
 Without
impugning
the
importance
of
these
proceedings,
plaintiff
respectfully
submits

that
his
attendance
in
the
criminal
case
becomes
indispensable;
otherwise,
the
accused

in
said
case
would
be
deprived
of
the
opportunity
to
confront
and
cross‐examine
a
vital

witness
against
him.



4.
 This
motion
is
prompted
only
by
the
foregoing
reason
and
not
for
delay.







 
 

 1
[LEGAL
FORMS
MANUAL]
 6
ATENEO
LAW
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 4

WHEREFORE,
 plaintiff
 respectfully
 prays
 that
 the
 trial
 scheduled
 on
 January
 5,
 2008
 be

POSTPONED
to
another
date
convenient
to
this
Honorable
Court.



Quezon
City
for
Las
Pinas
City,
December
22,
2007.





MARICEL
X.
TOLENTINO

Counsel
for
Defendant

89
Mindanao
Ave.,
Quezon
City

Attorney’s
Roll
No.
56247

IBP
No.
015456/
January
15,
2008/
Quezon
City

PTR
No.
014523/
January
20,
2008/
Quezon
City

MCLE
No.
854265/
January
8,
2008



(Notice
of
Hearing)

(Proof
of
Service)






SAMPLE:
Motion
for
Extension






Republic
of
the
Philippines

National
Capital
Judicial
Region

REGIONAL
TRIAL
COURT

Branch
91,
Las
Pinas
City





Luzviminda
Tolentino,


 
 
 Plaintiff,




 
 
 
 
 
 
 
 
 Civil
Case
No.
07‐61354


 ‐
versus
‐
 
 
 
 
 
 
 For:
Sum
of
Money





Roberto
Juan,


 
 
 Defendant.

x
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
x





MOTION
FOR
EXTENSION
OF
TIME

(To
File
Answer)




 DEFENDANT,
through
undersigned
counsel,
respectfully
states
that:





 
 

 1
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1.

 On
 November
 27,
 2007,
 Defendant
 was
 served
 with
 summons
 and
 a
 copy
 of
 the

Complaint
in
the
above‐entitled
case.
Hence,
Defendant
has
a
period
of
fifteen
(15)
days

from
said
date,
or
until
December
12,
2007
to
file
his
Answer.



2.

 The
 undersigned
 counsel,
 however,
 anticipates
 his
 inability
 to
 file
 the
 Answer
 on
 or

before
 the
 said
 due
 date
 because
 of
 the
 tremendous
 pressure
 of
 other
 equally
 urgent

professional
 work
 requiring
 the
 preparation
 of
 pleadings
 and
 almost
 daily
 trial

appearances
before
the
various
courts
within
and
outside
Metro
Manila.




3.

 Consequently,
counsel
for
Defendant
is
constrained
to
request
an
extension
of
ten
(10)

days
 from
 December
 12,
 2007,
 or
 until
 December
 22,
 2007,
 within
 which
 to
 file
 his

Answer
in
the
above‐entitled
case.



4.

 The
 instant
 Motion
 is
 being
 filed
 in
 good
 faith
 as
 dictated
 by
 the
 exigencies
 of
 the

situation
and
is
not
intended
to
delay
the
proceedings
in
the
case.



WHEREFORE,
 in
 light
 of
 all
 the
 foregoing
 considerations
 and
 in
 the
 interest
 of
 justice,
 it
 is

respectfully
prayed
that
Defendant
be
granted
an
extension
of
ten
(10)
days
from
December
12,
2007,

or
until
December
22,
2007,
to
file
his
Answer
in
the
above‐entitled
case.



Quezon
City
for
Las
Pinas
City,
December
10,
2007.





MARICEL
X.
TOLENTINO

Counsel
for
Defendant

89
Mindanao
Ave.,
Quezon
City

Attorney’s
Roll
No.
56247

IBP
No.
015456/
January
15,
2008/
Quezon
City

PTR
No.
014523/
January
20,
2008/
Quezon
City

MCLE
No.
854265/
January
8,
2008





(Notice
of
Hearing)

(Proof
of
Service)



Note:
KNOW
YOUR
LITIGIOUS
AND
NON‐LITIGIOUS
MOTIONS



LITIGIOUS
MOTIONS

• Motion
to
Dismiss

• Motion
for
Judgment
on
the
Pleadings

• Motion
to
Declare
Defendant
in
Default

• Motion
to
Lift
Order
in
Default


NON‐LITIGIOUS
MOTIONS

• Motion
for
Leave
of
Court
to
File
Pleading



 
 

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• Motion
for
Postponement

• Motion
for
Extension
of
Time

• Ex
Parte
Motion
to
Set
for
Trial




AFFIDAVIT
OF
SERVICE





AFFIDAVIT
OF
SERVICE

 This
is
required
as
proof
of
service
of
a
pleading
involved
in
a
case
before
the
appellate
courts

(e.g.,
Court
of
Appeals
and
Supreme
Court).

 It
generally
partakes
the
nature
of
a
sworn
statement
or
affidavit.







SAMPLE:
Affidavit
of
Service







REPUBLIC
OF
THE
PHILIPPINES
]




















































































QUEZON
CITY,
METRO
MANILA]
SS.


AFFIDAVIT
OF
SERVICE



I,
MANG
S.
TOTO,
as
Secretary
of
CTV‐Z
LAW
OFFICE,
with
office
address
at
Rm.
210
CTVZ
Law

Firm
Building,
No.
8
EDSA,
Quezon
City,
after
having
duly
swor
to
in
accordance
with
law,
hereby
depose

and
state
that:



On
28,
2007,
I
served
a
copy
of
the
following
pleading/paper:


































Nature
of
Pleading
‐
ANSWER



In
CIVIL
CASE
NO.
12345,
For:
EJECTMENT
(FORCIBLE
ENTRY),
“
ABC
RESORT
CORPORATION
vs.

ALFREDO
B.
SAMSON,
pursuant
to
Sections
5,
7,
and
13,
Ruse
of
13
of
the
1997
Rules
of
Civil
Procedure

as
follows:



By
Registered
Mail
to
:


(x)By
 Depositing
 a
 copy
 on
 the
 date
 and
 in
 the
 post
 office
 indicated

below,
 as
 evidenced
 by
 the
 following
 Registry
 Receipt(s)
 No.(s)
 hereto

attached
and
indicated
after
the
name(s)
of
the
addressee(s),
and
with

instructions
to
the
postmaster
to
return
mail
to
the
sender
after
ten(10)

days
if
undelivered



Atty.
Ranilo
Talo
 
 
 
 
 Reg.
Receipt
No.
123



 
 

 1
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ATENEO
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Counsel
for
the
Plaintiff

 
 
 Quezon
City
Central
Post
Office

123
Rockwell
Ave.,
Rockwell
Drive
 
 
 18
December
2008

Basilan,
Sulu








IN
WITNESS
WHEREOF,
I
hereunto
signed
this
18th
day
of
December
2008,
at
Quezon
City,
Metro

Manila.


MANG
S.
TOTOAffiant









SUBSCRIBED
AND
SWORN
to
before
me
this
18th
day
of
December
2008
at
Quezon
City,
Metro

Manila,
affiant,
exhibited
me
to
his
Postal
ID
Card
No.
12334
issued
by
the
Quezon
City
Central
Post

Office
on
Jan
9,
2008
as
competent
proof
of
identity.








 FRANCIS
TOM
F.
TEMPROSA

Notary
Public

Commission
Expires
on
31
Dec.
2008

PHIL.
BAR
ROLL
NO.
36530

PTR
NO.
A‐7279012/01‐19‐06/Q.C.

IBP
NO.
645906/01‐19‐06/Q.C.

MCLE
Compliance
Cert.
No.
12345678








Doc.
No.
2









































































































































Page
No.
1




































































































































Book
No.
1




































































































































Series
of
2008.






































 
 

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CHAPTER 5: LEGAL FORMS USED IN CORPORATE PRACTICE





ARTICLES
OF
INCORPORATION



Corporation
Code,
Sec.
14.
Contents
of
the
articles
of
incorporation.
‐
All
corporations
organized
under

this
code
shall
file
with
the
Securities
and
Exchange
Commission
articles
of
incorporation
in
any
of
the

official
languages
duly
signed
and
acknowledged
by
all
of
the
incorporators,
containing
substantially
the

following
matters,
except
as
otherwise
prescribed
by
this
Code
or
by
special
law:















1.
The
name
of
the
corporation;















2.
 The
 specific
 purpose
 or
 purposes
 for
 which
 the
 corporation
 is
 being
 incorporated.
 Where
 a

corporation
 has
 more
 than
 one
 stated
 purpose,
 the
 articles
 of
 incorporation
 shall
 state
 which
 is
 the

primary
 purpose
 and
 which
 is/are
 the
 secondary
 purpose
 or
 purposes:
 Provided,
 That
 a
 non‐stock

corporation
may
not
include
a
purpose
which
would
change
or
contradict
its
nature
as
such;















3.
The
place
where
the
principal
office
of
the
corporation
is
to
be
located,
which
must
be
within

the
Philippines;















4.
The
term
for
which
the
corporation
is
to
exist;















5.
The
names,
nationalities
and
residences
of
the
incorporators;















6.
The
number
of
directors
or
trustees,
which
shall
not
be
less
than
five
(5)
nor
more
than
fifteen

(15);





 
 

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7.
The
names,
nationalities
and
residences
of
persons
who
shall
act
as
directors
or
trustees
until

the
first
regular
directors
or
trustees
are
duly
elected
and
qualified
in
accordance
with
this
Code;















8.
If
it
be
a
stock
corporation,
the
amount
of
its
authorized
capital
stock
in
lawful
money
of
the

Philippines,
the
number
of
shares
into
which
it
is
divided,
and
in
case
the
share
are
par
value
shares,
the

par
value
of
each,
the
names,
nationalities
and
residences
of
the
original
subscribers,
and
the
amount

subscribed
and
paid
by
each
on
his
subscription,
and
if
some
or
all
of
the
shares
are
without
par
value,

such
fact
must
be
stated;















9.
 If
 it
 be
 a
 non‐stock
 corporation,
 the
 amount
 of
 its
 capital,
 the
 names,
 nationalities
 and

residences
of
the
contributors
and
the
amount
contributed
by
each;
and















10.
Such
other
matters
as
are
not
inconsistent
with
law
and
which
the
incorporators
may
deem

necessary
and
convenient.



The
 Securities
 and
 Exchange
 Commission
 shall
 not
 accept
 the
 articles
 of
 incorporation
 of
 any
 stock

corporation
 unless
 accompanied
 by
 a
 sworn
 statement
 of
 the
 Treasurer
 elected
 by
 the
 subscribers

showing
 that
 at
 least
 twenty‐five
 (25%)
 percent
 of
 the
 authorized
 capital
 stock
 of
 the
 corporation
 has

been
subscribed,
and
at
least
twenty‐five
(25%)
of
the
total
subscription
has
been
fully
paid
to
him
in

actual
cash
and/or
in
property
the
fair
valuation
of
which
is
equal
to
at
least
twenty‐five
(25%)
percent

of
the
said
subscription,
such
paid‐up
capital
being
not
less
than
five
thousand
(P5,000.00)
pesos.



Corporation
 Code,
 Sec.
 15.
 Forms
 of
 Articles
 of
 Incorporation.
 ‐
 Unless
 otherwise
 prescribed
 by
 special

law,
articles
of
incorporation
of
all
domestic
corporations
shall
comply
substantially
with
the
following

form:




 Sec.
 18.
 Corporate
 name.
 ‐
 No
 corporate
 name


 may
be
allowed
by
the
Securities
and
Exchange


 Commission
if
the
proposed
name
is
identical
or


 deceptively
or
confusingly
similar
to
that
of
any


 existing
 corporation
 or
 to
 any
 other
 name


 already
 protected
 by
 law
 or
 is
 patently


 deceptive,
 confusing
 or
 contrary
 to
 existing


 laws.
 When
 a
 change
 in
 the
 corporate
 name
 is


 approved,
 the
 Commission
 shall
 issue
 an


 amended
 certificate
 of
 incorporation
 under
 the


 amended
name.


 





ARTICLES
OF
INCORPORATION

OF

__________________________

(Name
of
Corporation)



KNOW
ALL
MEN
BY
THESE
PRESENTS:



 
 

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The
undersigned
incorporators,
all
of
legal
age
and
a
majority
of
whom
are
residents
of
the
Philippines,

have
this
day
voluntarily
agreed
to
form
a
(stock)
(non‐stock)
corporation
under
the
laws
of
the
Republic

of
 the
 Philippines;






 Sec.
10.
Number
and
qualifications
of
incorporators.
‐
Any
number
of
natural
persons


 not
less
than
five
(5)
but
not
more
than
fifteen
(15),
all
of
legal
age
and
a
majority
of


 whom
are
residents
of
the
Philippines,
may
form
a
private
corporation
for
any
lawful


 purpose
or
purposes.
Each
of
the
incorporators
of
s
stock
corporation
must
own
or
be


 a
subscriber
to
at
least
one
(1)
share
of
the
capital
stock
of
the
corporation.


 



AND
WE
HEREBY
CERTIFY:



FIRST:
That
the
name
of
said
corporation
shall
be



"..............................................,
INC.
or
CORPORATION";




 Sec.
18,
Corporation
Code.





SECOND:
That
the
purpose
or
purposes
for
which
such
corporation
is
incorporated
are:
(If
there
is
more

than
one
purpose,
indicate
primary
and
secondary
purposes);





 
 

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 Sec.
14.
Contents
of
the
articles
of
incorporation:


 


 
 ***
 ***
 ***


 


 2.
 The
 specific
 purpose
 or
 purposes
 for
 which
 the
 corporation
 is
 being


 incorporated.
 Where
 a
 corporation
 has
 more
 than
 one
 stated
 purpose,
 the
 articles
 of


 incorporation
 shall
 state
 which
 is
 the
 primary
 purpose
 and
 which
 is/are
 he
 secondary


 purpose
 or
 purposes:
 Provided,
 That
 a
 non‐stock
 corporation
 may
 not
 include
 a
 purpose


 which
would
change
or
contradict
its
nature
as
such;


 


 
 ***
 ***
 ***


 


 Sec.
 17.
 Grounds
 when
 articles
 of
 incorporation
 or
 amendment
 may
 be
 rejected
 or


 disapproved.
 ‐
 The
 Securities
 and
 Exchange
 Commission
 may
 reject
 the
 articles
 of


 incorporation
or
disapprove
any
amendment
thereto
if
the
same
is
not
in
compliance
with


 the
requirements
of
this
Code:
Provided,
That
the
Commission
shall
give
the
incorporators


 a
 reasonable
 time
 within
 which
 to
 correct
 or
 modify
 the
 objectionable
 portions
 of
 the


 articles
or
amendment.
The
following
are
grounds
for
such
rejection
or
disapproval:


 
 


 ***
 ***
 ***


 


 











2.
 That
 the
 purpose
 or
 purposes
 of
 the
 corporation
 are
 patently
 unconstitutional,


 illegal,
immoral,
or
contrary
to
government
rules
and
regulations;


 


 
 ***
 ***
 ***


 


 

THIRD:
 That
 the
 principal
 office
 of
 the
 corporation
 is
 located
 in
 the
 City/Municipality
 of

.............................................,
Province
of
..................................................,
Philippines;



 
 

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Sec.
 51.
 Place
 and
 time
 of
 meetings
 of
 stockholders
 or
 members.
 ‐
 Stockholders'
 or


 members'
 meetings,
 whether
 regular
 or
 special,
 shall
 be
 held
 in
 the
 city
 or
 municipality


 where
the
principal
office
of
the
corporation
is
located,
and
if
practicable
in
the
principal


 office
of
the
corporation:
Provided,
That
Metro
Manila
shall,
for
purposes
of
this
section,


 be
considered
a
city
or
municipality.


 Notice
of
meetings
shall
be
in
writing,
and
the
time
and
place
thereof
stated
therein.


 All
 proceedings
 had
 and
 any
 business
 transacted
 at
 any
 meeting
 of
 the
 stockholders
 or


 members,
 if
 within
 the
 powers
 or
 authority
 of
 the
 corporation,
 shall
 be
 valid
 even
 if
 the


 meeting
 be
 improperly
 held
 or
 called,
 provided
 all
 the
 stockholders
 or
 members
 of
 the


 corporation
are
present
or
duly
represented
at
the
meeting.
(24
and
25)


 


 ***
 ***
 ***


 


 Sec.
 53.
 Regular
 and
 special
 meetings
 of
 directors
 or
 trustees.
 ‐
 Regular
 meetings
 of
 the


 board
 of
 directors
 or
 trustees
 of
 every
 corporation
 shall
 be
 held
 monthly,
 unless
 the
 by‐

 laws
provide
otherwise.

Special
 meetings
 of
 the
 board
 of
 directors
 or
 trustees
 may
 be
 held
 at
 any
 time
 upon
 the

call
of
the
president
or
as
provided
in
the
by‐laws.

Meetings
 of
 directors
 or
 trustees
 of
 corporations
 may
 be
 held
 anywhere
 in
 or
 outside
 of

the
Philippines,
unless
the
by‐laws
provide
otherwise.
Notice
of
regular
or
special
meetings

stating
the
date,
time
and
place
of
the
meeting
must
be
sent
to
every
director
or
trustee
at

least
 one
 (1)
 day
 prior
 to
 the
 scheduled
 meeting,
 unless
 otherwise
 provided
 by
 the
 by‐
laws.
A
director
or
trustee
may
waive
this
requirement,
either
expressly
or
impliedly.
(n)


FOURTH:
That
the
term
for
which
said
corporation
is
to
exist
is
................
years
from
and
after
the
date

of
issuance
of
the
certificate
of
incorporation;




 Sec.
 11.
 Corporate
 term.
 ‐
 A
 corporation
 shall
 exist
 for
 a
 period
 not
 exceeding
 fifty


 (50)
 years
 from
 the
 date
 of
 incorporation
 unless
 sooner
 dissolved
 or
 unless
 said


 period
 is
 extended.
 The
 corporate
 term
 as
 originally
 stated
 in
 the
 articles
 of


 incorporation
may
be
extended
for
periods
not
exceeding
fifty
(50)
years
in
any
single


 instance
 by
 an
 amendment
 of
 the
 articles
 of
 incorporation,
 in
 accordance
 with
 this


 Code;
Provided,
That
no
extension
can
be
made
earlier
than
five
(5)
years
prior
to
the


 original
or
subsequent
expiry
date(s)
unless
there
are
justifiable
reasons
for
an
earlier


 extension
as
may
be
determined
by
the
Securities
and
Exchange
Commission.




FIFTH:
 That
 the
 names,
 nationalities
 and
 residences
 of
 the
 incorporators
 of
 the
 corporation
 are
 as

follows:



NAME

























NATIONALITY










RESIDENCE



.....................................
.....................................
.....................................



 
 

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.....................................
.....................................
.....................................



.....................................
.....................................
.....................................



.....................................
.....................................
.....................................



.....................................
.....................................
.....................................





Sec.
 10.
 Number
 and
 qualifications
 of
 incorporators.
 ‐
 Any
 number
 of
 natural
 


 persons
not
less
than
five
(5)
but
not
more
than
fifteen
(15),
all
of
legal
age
and
a


 majority
 of
 whom
 are
 residents
 of
 the
 Philippines,
 may
 form
 a
 private


 corporation
 for
 any
 lawful
 purpose
 or
 purposes.
 Each
 of
 the
 incorporators
 of
 s


 stock
 corporation
 must
 own
 or
 be
 a
 subscriber
 to
 at
 least
 one
 (1)
 share
 of
 the


 capital
stock
of
the
corporation.




Sec.
23.
The
board
of
directors
or
trustees.
‐
Unless
otherwise
provided
in
this
Code,
the

corporate
 powers
 of
 all
 corporations
 formed
 under
 this
 Code
 shall
 be
 exercised,
 all

business
 conducted
 and
 all
 property
 of
 such
 corporations
 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
until
their
successors
are
elected
and
qualified.



Every
director
must
own
at
least
one
(1)
share
of
the
capital
stock
of
the
corporation
of

which
 he
 is
 a
 director,
 which
 share
 shall
 stand
 in
 his
 name
 on
 the
 books
 of
 the

corporation.
Any
director
who
ceases
to
be
the
owner
of
at
least
one
(1)
share
of
the

capital
 stock
 of
 the
 corporation
 of
 which
 he
 is
 a
 director
 shall
 thereby
 cease
 to
 be
 a

director.
 Trustees
 of
 non‐stock
 corporations
 must
 be
 members
 thereof.
 a
 majority
 of

the
 directors
 or
 trustees
 of
 all
 corporations
 organized
 under
 this
 Code
 must
 be

residents
of
the
Philippines.




SIXTH:
 That
 the
 number
 of
 directors
 or
 trustees
 of
 the
 corporation
 shall
 be
 .............;
 and
 the
 names,

nationalities
and
residences
of
the
first
directors
or
trustees
of
the
corporation
are
as
follows:



NAME













 
NATIONALITY












RESIDENCE



.....................................
.....................................
.....................................



.....................................
.....................................
.....................................



.....................................
.....................................
.....................................



 
 

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.....................................
.....................................
.....................................



.....................................
.....................................
.....................................



SEVENTH:
 That
 the
 authorized
 capital
 stock
 of
 the
 corporation
 is
 .................................................

(P......................)
 PESOS
 in
 lawful
 money
 of
 the
 Philippines,
 divided
 into
 ...............
 shares
 with
 the
 par

value
of
...................................
(P.......................)
Pesos
per
share.



(In
case
all
the
share
are
without
par
value):



That
 the
 capital
 stock
 of
 the
 corporation
 is
 ...........................
 shares
 without
 par
 value.
 (In
 case
 some

shares
 have
 par
 value
 and
 some
 are
 without
 par
 value):
 That
 the
 capital
 stock
 of
 said
 corporation

consists
 of
 ........................
 shares
 of
 which
 .......................
 shares
 are
 of
 the
 par
 value
 of

..............................
 (P.....................)
 PESOS
 each,
 and
 of
 which
 ................................
 shares
 are
 without

par
value.






 Sec.
14.
Contents
of
the
articles
of
incorporation.
‐
All
corporations
organized
under
this


 code
shall
file
with
the
Securities
and
Exchange
Commission
articles
of
incorporation
in


 any
of
the
official
languages
duly
signed
and
acknowledged
by
all
of
the
incorporators,


 containing
 substantially
 the
 following
 matters,
 except
 as
 otherwise
 prescribed
 by
 this


 Code
or
by
special
law:



 
 ***

 ***
 ***


 


 8.
If
it
be
a
stock
corporation,
the
amount
of
its
authorized
capital
stock
in
lawful


 money
of
the
Philippines,
the
number
of
shares
into
which
it
is
divided,
and
in
case
the

share
 are
 par
 value
 shares,
 the
 par
 value
 of
 each,
 the
 names,
 nationalities
 and

residences
of
the
original
subscribers,
and
the
amount
subscribed
and
paid
by
each
on

his
subscription,
and
if
some
or
all
of
the
shares
are
without
par
value,
such
fact
must
be

stated;



***
 ***
 ***


 

Sec.
 12.
 Minimum
 capital
 stock
 required
 of
 stock
 corporations.
 ‐
 Stock
 corporations

incorporated
 under
 this
 Code
 shall
 not
 be
 required
 to
 have
 any
 minimum
 authorized

capital
stock
except
as
otherwise
specifically
provided
for
by
special
law,
and
subject
to

the
provisions
of
the
following
section.




EIGHTH:
That
at
least
twenty
five
(25%)
per
cent
of
the
authorized
capital
stock
above
stated
has
been

subscribed
as
follows:



Name
of
Subscriber

 Nationality

 No
of
Shares
 
Amount

Subscribed

 Subscribed



..................................
....................
........................
.......................



 
 

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..................................
....................
........................
.......................



..................................
....................
........................
.......................



..................................
....................
........................
.......................





NINTH:
 That
 the
 above‐named
 subscribers
 have
 paid
 at
 least
 twenty‐five
 (25%)
 percent
 of
 the
 total

subscription
as
follows:



Name
of
Subscriber
Amount
Subscribed
Total
Paid‐In



...................................
......................................
...............................



...................................
......................................
...............................



...................................
......................................
...............................



...................................
......................................
...............................



(Modify
Nos.
8
and
9
if
shares
are
with
no
par
value.
In
case
the
corporation
is
non‐stock,
Nos.
7,
8
and
9

of
the
above
articles
may
be
modified
accordingly,
and
it
is
sufficient
if
the
articles
state
the
amount
of

capital
 or
 money
 contributed
 or
 donated
 by
 specified
 persons,
 stating
 the
 names,
 nationalities
 and

residences
of
the
contributors
or
donors
and
the
respective
amount
given
by
each.)


Sec.
13.
Amount
of
capital
stock
to
be
subscribed
and
paid
for
the
purposes
of
incorporation.
‐

At
 least
 twenty‐five
 percent
 (25%)
 of
 the
 authorized
 capital
 stock
 as
 stated
 in
 the
 articles
 of

incorporation
must
be
subscribed
at
the
time
of
incorporation,
and
at
least
twenty‐five
(25%)

per
cent
of
the
total
subscription
must
be
paid
upon
subscription,
the
balance
to
be
payable
on

a
date
or
dates
fixed
in
the
contract
of
subscription
without
need
of
call,
or
in
the
absence
of
a

fixed
date
or
dates,
upon
call
for
payment
by
the
board
of
directors:
Provided,
however,
That
in

no
case
shall
the
paid‐up
capital
be
less
than
five
Thousand
(P5,000.00)
pesos.
(n)



 
 

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TENTH:
 That
 .......................................
 has
 been
 elected
 by
 the
 subscribers
 as
 Treasurer
 of
 the

Corporation
 to
 act
 as
 such
 until
 his
 successor
 is
 duly
 elected
 and
 qualified
 in
 accordance
 with
 the
 by‐
laws,
 and
 that
 as
 such
 Treasurer,
 he
 has
 been
 authorized
 to
 receive
 for
 and
 in
 the
 name
 and
 for
 the

benefit
of
the
corporation,
all
subscription
(or
fees)
or
contributions
or
donations
paid
or
given
by
the

subscribers
or
members.


**Importance
of
the
Treasurer‐in‐Trust:
The
person
who
will
issue
the
Treasurer’s
Affidavit,

which
is
required
under
Sec.
14.


 


 Sec.
14.
Contents
of
the
articles
of
incorporation.
‐
All
corporations
organized
under
this
code


 shall
file
with
the
Securities
and
Exchange
Commission
articles
of
incorporation
in
any
of
the


 official
 languages
 duly
 signed
 and
 acknowledged
 by
 all
 of
 the
 incorporators,
 containing


 substantially
the
following
matters,
except
as
otherwise
prescribed
by
this
Code
or
by
special

law:




 ***


***

***



The
Securities
and
Exchange
Commission
shall
not
accept
the
articles
of
incorporation
of
any

stock
corporation
unless
accompanied
by
a
sworn
statement
of
the
Treasurer
elected
by
the

subscribers
showing
that
at
least
twenty‐five
(25%)
percent
of
the
authorized
capital
stock
of

the
corporation
has
been
subscribed,
and
at
least
twenty‐five
(25%)
of
the
total
subscription

has
 been
 fully
 paid
 to
 him
 in
 actual
 cash
 and/or
 in
 property
 the
 fair
 valuation
 of
 which
 is

equal
 to
 at
 least
 twenty‐five
 (25%)
 percent
 of
 the
 said
 subscription,
 such
 paid‐up
 capital

being
not
less
than
five
thousand
(P5,000.00)
pesos.


ELEVENTH:
(Corporations
which
will
engage
in
any
business
or
activity
reserved
for
Filipino
citizens
shall

provide
the
following):



"No
 transfer
 of
 stock
 or
 interest
 which
 shall
 reduce
 the
 ownership
 of
 Filipino
 citizens
 to
 less
 than
 the

required
percentage
of
the
capital
stock
as
provided
by
existing
laws
shall
be
allowed
or
permitted
to

recorded
 in
 the
 proper
 books
 of
 the
 corporation
 and
 this
 restriction
 shall
 be
 indicated
 in
 all
 stock

certificates
issued
by
the
corporation."


1987
 Constitution,
 Article
 XII,
 Section
 2.
 All
 lands
 of
 the
 public
 domain,
 waters,
 minerals,
 coal,

petroleum,
and
other
mineral
oils,
all
forces
of
potential
energy,
fisheries,
forests
or
timber,
wildlife,

flora
 and
 fauna,
 and
 other
 natural
 resources
 are
 owned
 by
 the
 State.
 With
 the
 exception
 of

agricultural
lands,
all
other
natural
resources
shall
not
be
alienated.
The
exploration,
development,

and
utilization
of
natural
resources
shall
be
under
the
full
control
and
supervision
of
the
State.
The

State
 may
 directly
 undertake
 such
 activities,
 or
 it
 may
 enter
 into
 co‐production,
 joint
 venture,
 or

production‐sharing
 agreements
 with
 Filipino
 citizens,
 or
 corporations
 or
 associations
 at
 least
 sixty

per
centum
of
whose
capital
is
owned
by
such
citizens.
Such
agreements
may
be
for
a
period
not

exceeding
twenty‐five
years,
renewable
for
not
more
than
twenty‐five
years,
and
under
such
terms

and
 conditions
 as
 may
 be
 provided
 by
 law.
 In
 cases
 of
 water
 rights
 for
 irrigation,
 water
 supply

fisheries,
or
industrial
uses
other
than
the
development
of
water
power,
beneficial
use
may
be
the

measure
and
limit
of
the
grant.
 ***
 ***
 ***



 
 

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1987
 Constitution,
 Article
 XII,
 Section
 10.
 The
 Congress
 shall,
 upon
 recommendation
 of
 the

economic
 and
 planning
 agency,
 when
 the
 national
 interest
 dictates,
 reserve
 to
 citizens
 of
 the

Philippines
or
to
corporations
or
associations
at
least
sixty
per
centum
of
whose
capital
is
owned

by
 such
 citizens,
 or
 such
 higher
 percentage
 as
 Congress
 may
 prescribe,
 certain
 areas
 of

investments.
The
Congress
shall
enact
measures
that
will
encourage
the
formation
and
operation

of
enterprises
whose
capital
is
wholly
owned
by
Filipinos.

In
the
grant
of
rights,
privileges,
and
concessions
covering
the
national
economy
and
patrimony,

the
State
shall
give
preference
to
qualified
Filipinos.

The
 State
 shall
 regulate
 and
 exercise
 authority
 over
 foreign
 investments
 within
 its
 national

jurisdiction
and
in
accordance
with
its
national
goals
and
priorities.



1987
 Constitution,
 Article
 XII,
 Section
 11.
 No
 franchise,
 certificate,
 or
 any
 other
 form
 of

authorization
 for
 the
 operation
 of
 a
 public
 utility
 shall
 be
 granted
 except
 to
 citizens
 of
 the

Philippines
or
to
corporations
or
associations
organized
under
the
laws
of
the
Philippines,
at
least

sixty
per
centum
of
whose
capital
is
owned
by
such
citizens;
nor
shall
such
franchise,
certificate,

or
authorization
be
exclusive
in
character
or
for
a
longer
period
than
fifty
years.
Neither
shall
any

such
 franchise
 or
 right
 be
 granted
 except
 under
 the
 condition
 that
 it
 shall
 be
 subject
 to

amendment,
alteration,
or
repeal
by
the
Congress
when
the
common
good
so
requires.
The
State

shall
 encourage
 equity
 participation
 in
 public
 utilities
 by
 the
 general
 public.
 The
 participation
 of

foreign
 investors
 in
 the
 governing
 body
 of
 any
 public
 utility
 enterprise
 shall
 be
 limited
 to
 their

proportionate
share
in
its
capital,
and
all
the
executive
and
managing
officers
of
such
corporation

or
association
must
be
citizens
of
the
Philippines.



1987
Constitution,
Article
XVI,
Section
11.
(1)
The
ownership
and
management
of
mass
media
shall

be
limited
to
citizens
of
the
Philippines,
or
to
corporations,
cooperatives
or
associations,
wholly‐
owned
and
managed
by
such
citizens.

The
 Congress
 shall
 regulate
 or
 prohibit
 monopolies
 in
 commercial
 mass
 media
 when
 the
 public

interest
so
requires.
No
combinations
in
restraint
of
trade
or
unfair
competition
therein
shall
be

allowed.

(2)
The
advertising
industry
is
impressed
with
public
interest,
and
shall
be
regulated
by
law
for
the

protection
of
consumers
and
the
promotion
of
the
general
welfare.

Only
Filipino
citizens
or
corporations
or
associations
at
least
seventy
per
centum
of
the
capital
of

which
is
owned
by
such
citizens
shall
be
allowed
to
engage
in
the
advertising
industry.

The
 participation
 of
 foreign
 investors
 in
 the
 governing
 body
 of
 entities
 in
 such
 industry
 shall
 be

limited
 to
 their
 proportionate
 share
 in
 the
 capital
 thereof,
 and
 all
 the
 executive
 and
 managing

officers
of
such
entities
must
be
citizens
of
the
Philippines.




IN
WITNESS
WHEREOF,
we
have
hereunto
signed
these
Articles
of
Incorporation,
this
...................
day
of

..............................,
 19
 ...........
 in
 the
 City/Municipality
 of
 ........................................,
 Province
 of

.................................................,
Republic
of
the
Philippines.



............................................

 
 .............................................



 
 

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............................................

 
 .............................................



................................................



(Names
and
signatures
of
the
incorporators)



SIGNED
IN
THE
PRESENCE
OF:



............................................
 
 
.............................................



(Notarial
Acknowledgment)



N.B.
 A
 stipulation
 not
 included
 in
 Sec.
 15,
 can
 be
 added
 to
 conform
 with
 the
 requirement
 of
 Sec.
 18,

instead
of
submitting
a
separate
affidavit:



TWELVTH:
 That
 the
 corporation
 manifests
 its
 willingness
 to
 change
 its
 corporate
 name
 in
 the
 event

another
person,
firm
or
entity
has
acquired
a
prior
right
to
use
the
said
firm
name
or
one
deceptively
or

confusingly
similar
to
it.







SAMPLE:
Articles
of
Incorporation







ARTICLES
OF
INCORPORATION

OF

SANTO
REALTY,
INC.




Know
All
Men
By
These
Presents:













That
we,
all
of
whom
are
of
legal
age
and
majority
are
residents
of
the
Philippines,
have
on
this

day,
voluntarily
associated
ourselves
together
for
the
purpose
of
forming
a
stock
corporation
under
the

laws
of
the
Republic
of
the
Philippines:




AND
WE
DO
HEREBY
CERTIFY:













FIRST:
That
the
name
of
the
Corporation
shall
be
SANTO
REALTY,
INC.



























SECOND:
That
the
specific
purposes
for
which
said
Corporation
is
formed
are:






 






 To
 acquire
 by
 purchase,
 lease,
 or
 otherwise,
 lands
 or
 interest
 in
 lands

 and
 realty,
 and
 to
 own,

hold,
improve,
develop,
manage,
and
operate
said
land
or
lands
or
real
estate
so
acquired,
and
to
erect

or
cause
to
be
erected
on
any
lands,
owned,
held,
occupied,
or
acquired
by
the
corporation,
buildings

and
other
structures
with
their
appurtenances,
and
to
rebuild,
enlarge,
alter,
improve,
or
remodel
any

building
 or
 other
 structures
 now
 or
 hereafter
 erected
 on
 any
 lands
 or
 real
 estates
 so
 owned,
 held
 or

occupied,
 or
 otherwise
 dispose
 of
 any
 lands
 or
 real
 estate
 or
 interests
 in
 lands
 or
 real
 estates
 and
 in

buildings
and
other
structures
at
anytime
owned
or
held
by
the
corporation.



 
 

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THIRD:
That
the
place
where
the
principal
office
of
the
corporation
is
to
be
established
or
located

is
at
123
Rockwell
Drive,
Rockwell
Center,
Makati
City,
Philippines.
















FOURTH:
That
the
term
for
which
the
Corporation
is
to
exist
is
Fifty
(50)
years
from
and
after
the

date
of
issuance
of
the
Certificate
of
Incorporation.
















FIFTH:
That
the
names,
nationalities
and
residences
of
the
incorporators
are
as
follows:



NAME
 NATIONALITY
 RESIDENCE

1. Donald
Trump
 Trump
Towers,
Manhattan
City,

American

New
York,
U.S.A.

2. Jonathan
Francis
Nepomuceno
 123
Governor’s
Place,
Shaw
Blvd.,

Filipino

Mandaluyong
City,
Philippines

3. Ma.
Angela
Aguinaldo
 456
Apitong
St.,
Ayala
Alabang,

Filipino

Muntinlupa
City,
Philippines

4. Ryan
Christopher
Teehankee
 789
Teehankee
St.,
Multinational

Filipino

Village,
Paranaque
City,
Philippines

5. Jon
Paulo
Salvahan
 1001
Vallejo
St.,
Santa
Rosa,

Filipino

Laguna,
Philippines


6. Anderson
Cooper
 457
Apitong
St.,
Ayala
Alabang,

Filipino

Muntinlupa
City,
Philippines

7. Francis
Tom
Temprosa
 124
Governor’s
Place,
Shaw
Blvd.,

Filipino

Mandaluyong
City,
Philippines

















 SIXTH:
 That
 the
 number
 of
 directors
 of
 the
 Corporation
 shall
 be
 five
 (5)
 and
 that
 the
 names,

nationalities
 and
 residence
 of
 the
 Directors
 of
 said
 Corporation
 who
 shall
 act
 as
 such
 until
 their

successors
are
elected
and
have
qualified
as
provided
for
in
the
by‐laws
are
as
follows:




NAME
 NATIONALITY
 RESIDENCE

1. Donald
Trump
 American
 Trump
Towers,
Manhattan
City,

New
York,
U.S.A.

2. Jonathan
Francis
Nepomuceno
 Filipino
 123
Governor’s
Place,
Shaw
Blvd.,

Mandaluyong
City,
Philippines

3. Ma.
Angela
Aguinaldo
 456
Apitong
St.,
Ayala
Alabang,

Filipino

Muntinlupa
City,
Philippines

4. Ryan
Christopher
Teehankee
 789
Teehankee
St.,
Multinational

Filipino

Village,
Paranaque
City,
Philippines

5. Jon
Paulo
Salvahan
 1001
Vallejo
St.,
Santa
Rosa,

Filipino

Laguna,
Philippines















SEVENTH:
That
the
authorized
capital
stock
of
the
Corporation
is

ONE
HUNDRED
MILLION
PESOS

(P100,000,000.00)in
 lawful
 money
 of
 the
 Philippines,
 divided
 intoONE
 MILLION
 (1,000,000.00)
 shares

with
the
a
par
value
of
ONE
HUNDRED
PESOS
(P
100.00)
per
share.






 
 

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 EIGHT:
 That
 the
 authorized
 capital
 stock
 of
 the
 corporation
 has
 been
 fully
 subscribed

representing
the
sum
of
ONE
HUNDRED
MILLION
PESOS
(P
100,000,000.00),
Philippine
Currency,
and
at

least
twenty
(25%)
per
cent
of
the
total
subscription
has
been
paid
as
follows:




Name
 Nationality
 No.
 Of
 Shares
 Amount
 Amount
Paid

Subscribed
 Subscribed


1. Donald
Trump
 American
 400,000
 P
40,000,000.00
 P
40,000,000.00


2. Jonathan
Francis
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


Nepomuceno


3. Ma.
Angela
Aguinaldo
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


4. Ryan
Christopher
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


Teehankee


5. Jon
Paulo
Salvahan
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


6. Anderson
Cooper
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


7. Francis
Tom
Temprosa
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


TOTAL
 
 1,000,000
 P
100,000,000.00
 P


100,000,000.00


















 NINTH:
 That
 Mr.
 Virgilio
 Macasaet
 has
 been
 elected
 by
 the
 subscribers
 as
 Treasurer
 of
 the

corporation
 to
 act
 as
 such
 until
 his
 successor
 is
 duly
 elected
 and
 qualified
 in
 accordance
 with
 the
 by‐
laws;
 and
 that
 as
 such
 Treasurer,
 he
 has
 been
 authorized
 to
 receive
 for
 and
 in
 the
 name
 and
 for
 the

benefit
of
the
corporation,
all
subscriptions
paid
by
the
subscribers.
















TENTH:
That
no
transfer
of
stocks
or
interest
therein
which
will
reduce
the
ownership
of
Filipino

citizens
to
less
than
the
percentage
of
the
capital
stock
required
by
law
shall
be
allowed
or
permitted
to

be
 recorded
 in
 the
 Corporate
 Books
 and
 this
 restriction
 shall
 be
 indicated
 in
 all
 the
 stock
 certificates

issued
by
the
corporation.
















 ELEVENTH:
 That
 the
 corporation
 manifests
 its
 willingness
 to
 change
 its
 corporate
 name
 in
 the

event
 another
 person,
 firm
 or
 entity
 has
 acquired
 a
 prior
 right
 to
 use
 the
 said
 firm
 name
 or
 one

deceptively
or
confusingly
similar
to
it.
















IN
WITNESS
WHEREOF,
we
have
hereunto
affixed
our
signatures
this
19th
day
of
February
2009
at

the
City
of
Makati,
Philippines.












 
 

 1
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 1

INCORPORATORS




 


 

DONALD
TRUMP
 JONATHAN
FRANCIS
NEPOMUCENO

TIN
No.

23‐5634‐5324
 TIN
No.
54‐6786‐3454


 


 

MA.
ANGELA
AGUINALDO
 RYAN
CHRISTOPHER
TEEHANKEE

TIN
No.
54‐6658‐9087
 TIN
No.
54‐6879‐0987


 


 

JON
PAULO
SALVAHAN
 ANDERSON
COOPER

TIN
No.
46‐0798‐8457
 
 TIN
No.
76‐0978‐9834


 



FRANCIS
TOM
TEMPROSA

TIN
No.
56‐0987‐7890





SIGNED
IN
THE
PRESENCE
OF:






 

PHILIPPE
AQUINO
 LUIS
MARTIN
TAN










ACKNOWLEDGEMENT



REPUBLIC
OF
THE
PHILIPPINES)

CITY
OF
MAKATI
 










)
S.S.




 BEFORE
 ME,
 a
Notary
Public
in
and
for
Makati
City,
Philippines,
this
19th
day
of
February
2009

personally
appeared:




Name
 Proof
of
Identification
 Date
and
Place
issued

1.
Donald
Trump
 Passport
with
No.
US‐1000234
 01‐01‐2007
/
NY,
U.S.A.



2.
Jonathan
Nepomuceno
 Driver’s
License
with
No.
 02‐02‐2008
/
Mandaluyong

5111037
 City

3.
Ma.
Angela
Aguinaldo
 Driver’s
License
with
No.
 03‐03‐2008
/
Muntinlupa
City

8996383

4.
Ryan
Teehankee
 Driver’s
License
with
No.
 04‐04‐2008
/
Paranaque
City

8571535



 
 

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5.
Jon
Paulo
Salvahan
 Driver’s
License
with
No.
 05‐05‐2008
/
Santa
Rosa
City


5587423

6.
Anderson
Cooper
 Driver’s
License
with
No.
 06‐06‐2008
/
Muntinlupa
City

1434403

7.
Francis
Tom
Temprosa
 Driver’s
License
with
No.
 07‐07‐2008
/
Mandaluyong

1434402
 City



All
known
to
me
and
to
me
known
to
be
the
same
persons
who
executed
the
foregoing
Articles

of
Incorporation
and
they
acknowledged
to
me
that
the
same
is
their
free
and
voluntary
act
and
deed.

 




 IN
TESTIMONY
WHEREOF,
I
have
hereunto
set
my
hand
and
affixed
my
notarial
seal
on
the
date

and
the
place
first
above
written.







 
 
 
 
 
 
























ALEXANDER
F.
LIM


 
 
 
 
 
 
 
 Notary
Public


 
 
 
 
 Roll
No.
1234

PTR
No.
2345

CTC
No.
3456

MCLE
No.
4567


 
 
 
 
 
 My
commission
expires
on
31
December
2010



Doc.
No.
1;

Page
No.
1;

Book
No.
1;

Series
of
2009.











































 
 

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ATENEO
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BY‐LAWS


Sec.
47.
Contents
of
by‐laws.
‐
Subject
to
the
provisions
of
the
Constitution,
this
Code,
other
special
laws,

and
the
articles
of
incorporation,
a
private
corporation
may
provide
in
its
by‐laws
for:



1.
The
time,
place
and
manner
of
calling
and
conducting
regular
or
special
meetings
of
the
directors
or

trustees;



2.
 The
 time
 and
 manner
 of
 calling
 and
 conducting
 regular
 or
 special
 meetings
 of
 the
 stockholders
 or

members;



3.
The
required
quorum
in
meetings
of
stockholders
or
members
and
the
manner
of
voting
therein;



4.
The
form
for
proxies
of
stockholders
and
members
and
the
manner
of
voting
them;



5.
The
qualifications,
duties
and
compensation
of
directors
or
trustees,
officers
and
employees;



6.
The
time
for
holding
the
annual
election
of
directors
of
trustees
and
the
mode
or
manner
of
giving

notice
thereof;



7.
The
manner
of
election
or
appointment
and
the
term
of
office
of
all
officers
other
than
directors
or

trustees;



8.
The
penalties
for
violation
of
the
by‐laws;



9.
In
the
case
of
stock
corporations,
the
manner
of
issuing
stock
certificates;
and



10.
 Such
 other
 matters
 as
 may
 be
 necessary
 for
 the
 proper
 or
 convenient
 transaction
 of
 its
 corporate

business
and
affairs.
(21a)






SAMPLE:
By‐Laws






BY‐LAWSOF
SANTO,
INC.


ARTICLE
I


SUBSCRIPTION,
ISSUANCE
AND
TRANSFER
OF
SHARES















 Section
 1.
 Subscriptions
 ‐
 Subscribers
 to
 the
 capital
 stock
 of
 the
 corporation
 shall
 pay
 to
 the

corporation
 the
 subscription
 value
 or
 price
 of
 the
 stock
 in
 accordance
 with
 the
 terms
 and
 conditions



 
 

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prescribed
by
the
Board
of
Directors.
Unpaid
subscriptions
shall
not
earn
interest
unless
determined
by

the
Board
of
Directors.















Section
2.
Certificate
‐
Each
stockholder
shall
be
entitled
to
one
or
more
certificates
for
such
fully

paid
 stock
 subscription
 in
 his
 name
 in
 the
 books
 of
 the
 corporation.
 The
 certificates
 shall
 contain
 the

matters
required
by
law
and
the
Articles
of
Incorporation.
They
shall
be
in
such
form
and
design
as
may

be
determined
by
the
Board
of
Directors
and
numbered
consecutively.
The
certificates,
which
must
be

issued
 in
 consecutive
 order,
 shall
 bear
 the
 signature
 of
 the
 President,
 mutually
 countersigned
 by
 the

Secretary
or
Assistant
Secretary,
and
sealed
with
the
corporate
seal.















Section
3.
Transfer
of
Shares
‐
Subject
to
the
restrictions,
terms
and
conditions
contained
in
the

Articles
of
Incorporation,
shares
may
be
transferred,
sold,
ceded,
assigned
or
pledged
by
delivery
of
the

certificates
 duly
 endorsed
 by
 the
 stockholder,
 his
 attorney‐in‐fact,
 or
 other
 legally
 authorized
 person.

The
transfer
shall
be
valid
and
binding
on
the
corporation
only
upon
record
thereof
in
the
books
of
the

corporation,
 cancellation
 of
 the
 certificate
 surrendered
 to
 the
 Secretary,
 and
 issuance
 of
 a
 new

certificate
to
the
transferee.















No
shares
of
stock
against
which
the
corporation
holds
unpaid
claim
shall
be
transferable
in
the

books
of
the
corporation.
















 All
 certificates
 surrendered
 for
 transfer
 shall
 be
 stamped
 "Canceled"
 on
 the
 face
 thereof,

together
with
the
date
of
cancellation,
and
attached
to
the
corresponding
stub
with
the
certificate
book.















Section
4.
Lost
Certificates
‐
In
case
any
certificate
for
the
capital
stock
of
the
corporation
is
lost,

stolen,
or
destroyed,
a
new
certificate
may
be
issued
in
lieu
thereof
in
accordance
with
the
procedure

prescribed
under
Section
73
of
the
Corporation
Code


ARTICLE
II


MEETINGS
OF
STOCKHOLDERS















Section
1.
Regular
Meetings
‐
The
regular
meetings
of
stockholders,
for
the
purpose
of
electing

directors
 and
 for
 the
 transaction
 of
 such
 business
 as
 may
 properly
 come
 before
 the
 meeting,
 shall
 be

held
 at
 the
 principal
 office
 on
 the
 30th
 day
 of
 January
 of
 each
 year,
 if
 a
 legal
 holiday,
 then
 on
 the

following
day.















Section
2.
Special
Meeting
‐
The
special
meetings
of
stockholders,
for
any
purpose
or
purposes,

may
at
any
time
be
called
by
any
of
the
following:
(a)
Board
of
Directors,
at
its
own
instance,
or
at
the

written
request
of
stockholders
representing
a
majority
of
the
outstanding
capital
stock,
(b)
President.















Section
3.
Place
of
Meeting
‐
Stockholders'
meetings,
whether
regular
or
special,
shall
be
held
in

the
principal
office
of
the
corporation
or
at
any
place
designated
by
the
Board
of
Directors
in
the
city
or

municipality
where
the
principal
office
of
the
corporation
is
located.



 
 

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 Section
 4.
 Notice
 of
 Meeting
 ‐
 Notices
 for
 regular
 or
 special
 meetings
 of
 stockholders
 may
 be

sent
 by
 the
 Secretary
 by
 personal
 delivery
 or
 by
 mail
 at
 least
 two
 (2)
 weeks
 prior
 to
 the
 date
 of
 the

meeting
 to
 each
 stockholder
 of
 record
 at
 his
 last
 known
 post
 office
 address
 or
 by
 publication
 in
 a

newspaper
of
general
circulation.
The
notice
shall
state
the
place,
date
and
hour
of
the
meeting,
and
the

purpose
or
purposes
for
which
the
meeting
is
called.
In
case
of
special
meetings,
only
matters
stated
in

the
notice
can
be
subject
of
motions
or
deliberations
at
such
meeting.















 When
 the
 meeting
 of
 stockholders
 is
 adjourned
 to
 another
 time
 or
 place,
 it
 shall
 not
 be

necessary
 to
 give
 any
 notice
 of
 the
 adjourned
 meeting
 if
 the
 time
 and
 place
 to
 which
 the
 meeting
 is

adjourned
 are
 announced
 at
 the
 meeting
 at
 which
 the
 adjournment
 is
 taken.
 At
 the
 reconvened

meeting,
any
business
may
be
transacted
that
might
have
been
transacted
on
the
original
date
of
the

meeting.















 Section
 5.
 Quorum
 ‐
 Unless
 otherwise
 provided
 by
 law,
 in
 all
 regular
 or
 special
 meeting
 of

stockholders,
 a
 majority
 of
 the
 outstanding
 capital
 stock
 must
 be
 present
 or
 represented
 in
 order
 to

constitute
 a
 quorum.
 If
 no
 quorum
 is
 constituted,
 the
 meeting
 shall
 be
 adjourned
 until
 the
 requisite

amount
of
stock
shall
be
present.















 Section
 6.
 Conduct
 of
 Meeting
 ‐
 Meeting
 of
 the
 stockholders
 shall
 be
 presided
 over
 by
 the

Chairman
 of
 the
 Board,
 or
 in
 his
 absence,
 the
 President,
 or
 if
 none
 of
 the
 foregoing
 is
 in
 office
 and

present
and
acting,
by
a
chairman
to
be
chosen
by
the
stockholders.
The
Secretary
shall
act
as
Secretary

of
 every
 meeting,
 but
 if
 not
 present,
 the
 chairman
 of
 the
 meeting
 shall
 appoint
 a
 secretary
 of
 the

meeting.
The
chairman
of
the
meeting
may
adjourn
the
meeting
from
time
to
time,
without
notice
other

than
announced
at
the
meeting.















Section
7.
Manner
of
Voting
‐
At
all
meetings
of
stockholders,
a
stockholder
may
vote
in
person

or
 by
 proxy
 executed
 in
 writing
 by
 the
 stockholder
 or
 his
 duly
 authorized
 attorney‐in‐fact.
 Unless

otherwise
provided
in
the
proxy,
it
shall
be
valid
only
for
the
meeting
at
which
it
has
been
presented
to

the
Secretary.















 All
 proxies
 must
 be
 in
 the
 hands
 of
 the
 Secretary
 before
 the
 time
 set
 for
 the
 meeting.
 Such

proxies
filed
with
the
Secretary
may
be
revoked
by
the
stockholders
either
in
an
instrument
in
writing

duly
 presented
 and
 recorded
 with
 the
 Secretary
 prior
 to
 a
 scheduled
 meeting
 or
 by
 their
 personal

presence
at
the
meeting.















Section
8.
Closing
of
Transfer
Books
of
Fixing
of
Record
Date
‐
For
the
purpose
of
determining

the
 stockholders
 entitled
 to
 notice
 of,
 or
 to
 vote
 at,
 any
 meeting
 of
 stockholders
 or
 any
 adjournment

thereof
 or
 to
 receive
 payment
 of
 any
 dividend,
 or
 of
 making
 a
 determination
 of
 stockholders
 for
 any

proper
purpose,
the
Board
of
Directors
may
provide
that
the
stock
and
transfer
books
be
closed
for
a

stated
period,
but
not
to
exceed,
in
any
case,
twenty
(20)
days.
If
the
stock
and
transfer
books
be
closed

for
 the
 purpose
 of
 determining
 stockholders
 entitled
 to
 notice
 of,
 or
 to
 vote
 at,
 a
 meeting
 of

stockholders,
such
books
shall
be
closed
for
at
least
ten
(10)
working
days
immediately
preceding
such

meeting.
In
lieu
of
closing
the
stock
and
transfer
books,
the
Board
of
Directors
may
fix
in
advance
a
date

as
the
record
date
which
shall
in
no
case
be
more
than
twenty
(20)
days
prior
to
the
date
on
which
the

particular
action
requiring
such
determination
of
stockholders
is
to
be
taken,
except
in
instance
where

applicable
rules
and
regulations
provided
otherwise.



 
 

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ARTICLE
III


BOARD
OF
DIRECTORS















Section
1.
Powers
of
the
Board
‐
Unless
otherwise
provided
by
law,
the
corporate
powers
of
the

corporation
shall
be
exercised,
all
business
conducted
and
all
property
of
the
corporation
controlled
and

held
by
the
Board
of
Directors
to
be
elected
by
and
from
among
the
stockholders.
Without
prejudice
to

such
general
powers
and
such
other
powers
as
may
be
granted
by
law,
the
Board
of
Directors
shall
have

the
following
express
powers:















a)
From
time
to
time,
to
make
and
change
rules
and
regulations
not
inconsistent
with
these
by‐
laws
for
the
management
of
the
corporation's
business
and
affairs;















b)
To
purchase,
receive,
take
or
otherwise
acquire
in
any
lawful
manner,
for
and
in
the
name
of

the
 corporation,
 any
 and
 all
 properties,
 rights,
 interest
 or
 privileges,
 including
 securities
 and
 bonds
 of

other
corporations,
as
the
transaction
of
the
business
of
the
corporation
may
reasonably
or
necessarily

require,
for
such
consideration
and
upon
such
terms
and
conditions
as
the
Board
may
deem
proper
or

convenient;















 c)
 To
 invest
 the
 funds
 of
 the
 corporation
 in
 another
 corporation
 or
 business
 or
 for
 any
 other

purposes
other
than
those
for
which
the
corporation
was
organized,
whenever
in
the
judgment
of
the

Board
 of
 Directors
 the
 interests
 of
 the
 corporation
 would
 thereby
 be
 promoted,
 subject
 to
 such

stockholders'
approval
as
may
be
required
by
law;















d)
To
incur
such
indebtedness
as
the
Board
may
deem
necessary
and,
for
such
purpose,
to
make

and
 issue
 evidence
 of
 such
 indebtedness
 including,
 without
 limitation,
 notes,
 deeds
 of
 trust,

instruments,
bonds,
debentures,
or
securities,
subject
to
such
stockholders'
approval
as
may
be
required

by
law,
and/or
pledge,
mortgage,
or
otherwise
encumber
all
or
part
of
the
properties
and
rights
of
the

corporation;
provided
that
the
borrowing
shall
be
sourced
from
not
more
than
nineteen
(19)
lenders;















e)
To
guarantee
and
secure
payment
of,
for
and
in
behalf
of
the
obligations
of
other
corporations

or
entities
in
which
it
has
lawful
interest;















 f)
 To
 make
 provisions
 for
 the
 discharge
 of
 the
 obligations
 of
 the
 corporation
 as
 they
 mature,

including
 payment
 for
 any
 property,
 or
 in
 stocks,
 bonds,
 debentures,
 or
 other
 securities
 of
 the

corporation
lawfully
issued
for
the
purpose;















g)
To
sell,
lease,
exchange,
assign,
transfer
or
otherwise
dispose
of
any
property,
real
or
personal,

belonging
 to
 the
 corporation
 whenever
 in
 the
 Board's
 judgment,
 the
 corporation's
 interest
 would

thereby
be
promoted;















 h)
 To
 establish
 pension,
 retirement,
 bonus,
 profit‐
 sharing,
 or
 other
 types
 of
 incentives
 or

compensation
 plans
 for
 the
 employees,
 including
 officers
 and
 directors
 of
 the
 corporation
 and
 to

determine
the
persons
to
participate
in
any
such
plans
and
the
amount
of
their
respective
participation;



 
 

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i)
To
prosecute,
maintain,
defend,
compromise
or
abandon
any
lawsuit
in
which
the
corporation

or
its
officers
are
either
plaintiffs
or
defendants
in
connection
with
the
business
of
the
corporation,
and

likewise,
to
grant
installments
for
the
payments
or
settlement
of
whatsoever
debts
are
payable
to
the

corporation;















 j)
 To
 delegate,
 from
 time
 to
 time,
 any
 of
 the
 powers
 of
 the
 Board
 which
 may
 lawfully
 be

delegated
 in
 the
 course
 of
 the
 current
 business
 or
 businesses
 of
 the
 corporation
 to
 any
 standing
 or

special
committee
or
to
any
officer
or
agent
and
to
appoint
any
persons
to
be
agents
of
the
corporation

with
such
powers
(including
the
power
to
sub‐delegate),
and
upon
such
terms,
as
may
be
deemed
fit;















k)
To
implement
these
by‐laws
and
to
act
on
any
matter
not
covered
by
these
by‐laws
provided

such
matter
does
not
require
the
approval
or
consent
of
the
stockholders
under
any
existing
law,
rules

or
regulation.















 Section
 2.
 Election
 and
 Term
 ‐
 The
 Board
 of
 Directors
 shall
 be
 elected
 during
 each
 regular

meeting
of
stockholders
and
shall
hold
office
for
one
(1)
year
and
until
their
successors
are
elected
and

qualified.















Section
3.
Vacancies
‐
Any
vacancy
occurring
in
the
Board
of
Directors
other
than
by
removal
by

the
 stockholders
 or
 by
 expiration
 of
 term,
 may
 be
 filled
 by
 the
 vote
 of
 at
 least
 a
 majority
 of
 the

remaining
 directors,
 if
 still
 constituting
 a
 quorum;
 otherwise,
 the
 vacancy
 must
 be
 filled
 by
 the

stockholders
at
a
regular
or
at
any
special
meeting
of
stockholders
called
for
the
purpose.
A
director
so

elected
to
fill
a
vacancy
shall
be
elected
only
for
the
unexpired
term
of
his
predecessor
in
office.















 Any
 directorship
 to
 be
 filled
 by
 reason
 of
 an
 increase
 in
 the
 number
 of
 directors
 shall
 be
 filled

only
by
an
election
at
a
regular
or
at
a
special
meeting
of
stockholders
duly
called
for
the
purpose,
or
in

the
same
meeting
authorizing
the
increase
of
directors
if
so
stated
in
the
notice
of
the
meeting.















The
vacancy
resulting
from
the
removal
of
a
director
by
the
stockholders
in
the
manner
provided

by
law
may
be
filed
by
election
at
the
same
meeting
of
stockholders
without
further
notice,
or
at
any

regular
or
at
any
special
meeting
of
stockholders
called
for
the
purpose,
after
giving
notice
as
prescribed

in
this
by‐laws.















Section
4.
Meetings
‐
Regular
meetings
of
the
Board
of
Directors
shall
be
held
once
every
quarter

of
the
year
on
such
dates
and
at
such
times
and
places
as
the
Chairman
of
the
Board,
or
in
his
absence,

the
President,
or
upon
the
request
of
a
majority
of
the
directors
and
shall
be
held
at
such
places
as
may

be
designated
in
the
notice.















Section
5.
Notice
‐
Notice
of
the
regular
or
special
meeting
of
the
Board
specifying
the
date,
time

and
 place
 of
 the
 meeting,
 shall
 be
 communicated
 by
 the
 Secretary
 to
 each
 director
 personally,
 or
 by

telephone,
 telex,
 telegram,
 facsimile
 or
 by
 written
 or
 oral
 message.
 A
 director
 may
 waive
 this

requirement,
either
expressly
or
impliedly.















 Section
 6.
 Quorum
 ‐
 A
 majority
 of
 the
 number
 of
 directors
 as
 fixed
 in
 the
 Articles
 of

Incorporation
shall
constitute
a
quorum
for
the
transaction
of
corporate
business
and
every
decision
of

at
least
a
majority
of
the
directors
present
at
a
meeting
at
which
there
is
a
quorum
shall
be
valid
as
a



 
 

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corporate
 act,
 except
 for
 the
 election
 of
 officers
 which
 shall
 require
 the
 vote
 of
 a
 majority
 of
 all
 the

members
of
the
Board.
















Section
7.
Conduct
of
the
Meetings
‐
Meetings
of
the
Board
of
Directors
shall
be
presided
over

by
the
Chairman
of
the
Board,
or
in
his
absence,
the
President
or
if
none
of
the
foregoing
is
in
office
and

present
 and
 acting,
 by
 any
 other
 director
 chosen
 by
 the
 Board.
 The
 Secretary
 shall
 act
 as
 secretary
 of

every
meeting,
if
not
present,
the
Chairman
of
the
meeting
shall
appoint
a
secretary
of
the
meeting.















 Section
 8.
 Compensation
 ‐
By
resolution
of
the
Board,
each
director
shall
receive
a
reasonable


per
diem
allowance
for
the
attendance
at
each
meeting
of
the
Board.
As
compensation,
the
Board
shall

receive
and
allocate
an
amount
of
not
more
than
ten
percent
(10%)
of
the
net
income
before
income
tax

of
the
corporation
during
the
preceding
year.
Such
compensation
shall
be
determined
and
apportioned

among
 the
 directors
 in
 such
 manner
 as
 the
 Board
 may
 deem
 proper,
 subject
 to
 the
 approval
 of

stockholders
 representing
 at
 least
 a
 majority
 of
 the
 outstanding
 capital
 stock
 at
 a
 regular
 or
 special

meeting
of
the
stockholders.


ARTICLE
IV



OFFICERS















Section
1.
Election/Appointment
‐
Immediately
after
their
election,
the
Board
of
Directors
shall

formally
organize
by
electing
the
Chairman,
the
President,
one
or
more
Vice‐
President,
the
Treasurer,

and
the
Secretary,
at
said
meeting.















 The
 Board
 may,
 from
 time
 to
 time,
 appoint
 such
 other
 officers
 as
 it
 may
 determine
 to
 be

necessary
 or
 proper.
 Any
 two
 (2)
 or
 more
 positions
 may
 be
 held
 concurrently
 by
 the
 same
 person,

except
that
no
one
shall
act
as
President
and
Treasurer
or
Secretary
at
the
same
time.















Section
2.
Chairman
of
the
Board
‐
The
Chairman
of
the
Board
of
Directors
shall
preside
at
the

meetings
 of
 the
 directors
 and
 the
 stockholders.
 He
 shall
 also
 exercise
 such
 powers
 and
 perform
 such

duties
as
the
Board
of
Directors
may
assign
to
him.
















Section
3.
President
‐
The
President,
who
shall
be
a
director,
shall
be
the
Chief
Executive
Officer

of
the
corporation
and
shall
also
have
administration
and
direction
of
the
day‐to‐day
business
affairs
of

the
corporation.
He
shall
exercise
the
following
functions:















a)
To
preside
at
the
meetings
of
the
Board
of
Directors
and
of
the
stockholders
in
the
absence
of

the
Chairman
of
the
Board
of
Directors;















b)
To
initiate
and
develop
corporate
objectives
and
policies
and
formulate
long
range
projects,

plans
 and
 programs
 for
 the
 approval
 of
 the
 Board
 of
 Directors,
 including
 those
 for
 executive
 training,

development
and
compensation;















 c)
 To
 have
 general
 supervision
 and
 management
 of
 the
 business
 affairs
 and
 property
 of
 the

corporation;



 
 

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d)
To
ensure
that
the
administrative
and
operational
policies
of
the
corporation
are
carried
out

under
his
supervision
and
control;















e)
Subject
to
guidelines
prescribed
by
law,
to
appoint
remove,
suspend
or
discipline
employees

of
the
corporation,
prescribe
their
duties
and
determine
their
salaries;















f)
To
oversee
the
preparation
of
the
budgets
and
the
statement
of
accounts
of
the
corporation;















g)
To
prepare
such
statements
and
reports
of
the
corporation
as
may
be
required
of
him
by
law;















h)
To
represent
the
corporation
at
all
functions
and
proceedings;














i)
 To
 execute
 on
 behalf
 of
 the
 corporation
 all
 contracts,
 agreements
 and
 other
 instruments

affecting
the
interests
of
the
corporation
which
require
the
approval
of
the
Board
of
Directors,
except
as

otherwise
directed
by
the
Board
of
Directors;















j)
To
make
reports
to
the
Board
of
Directors
and
stockholders;















k)
To
sign
certificates
of
stock;















l)
To
perform
such
other
duties
as
are
incident
to
his
office
or
are
entrusted
to
him
by
the
Board

of
Directors;















The
President
may
assign
the
exercise
or
performance
of
any
of
the
foregoing
powers,
duties
and

functions
to
any
other
officer(s),
subject
always
to
his
supervision
and
control.















 Section
 4.
 The
 Vice‐President(s)
 ‐
If
one
or
more
Vice‐
Presidents
are
appointed,
he/they
shall


have
such
powers
and
shall
perform
such
duties
as
may
from
time
to
time
be
assigned
to
him/them
by

the
Board
of
Directors
or
by
the
President.















Section
5.
The
Secretary
‐
The
Secretary
must
be
a
resident
and
a
citizen
of
the
Philippines.
He

shall
be
the
custodian
of
and
shall
maintain
the
corporate
books
and
record
and
shall
be
the
recorder
of

the
 corporation's
 formal
 actions
 and
 transactions.
 He
 shall
 have
 the
 following
 specific
 powers
 and

duties:















a)
To
record
or
see
to
the
proper
recording
of
the
minutes
and
transactions
of
all
meetings
of
the

directors
and
the
stockholders
and
to
maintain
minute
books
of
such
meetings
in
the
form
and
manner

required
by
law;















b)
To
keep
or
cause
to
be
kept
record
books
showing
the
details
required
by
law
with
respect
to

the
stock
certificates
of
the
corporation,
including
ledgers
and
transfer
books
showing
all
shares
of
the

corporation
subscribed,
issued
and
transferred;















 c)
 To
 keep
 the
 corporate
 seal
 and
 affix
 it
 to
 all
 papers
 and
 documents
 requiring
 a
 seal,
 and
 to

attest
by
his
signature
all
corporate
documents
requiring
the
same;



 
 

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d)
To
attend
to
the
giving
and
serving
of
all
notices
of
the
corporation
required
by
law
or
these

by‐laws
to
be
given;















e)
To
certify
to
such
corporate
acts,
countersign
corporate
documents
or
certificates,
and
make

reports
or
statements
as
may
be
required
of
him
by
law
or
by
government
rules
and
regulations;















f)
To
act
as
the
inspector
of
the
election
of
directors
and,
as
such,
to
determine
the
number
of

shares
 of
 stock
 outstanding
 and
 entitled
 to
 vote,
 the
 shares
 of
 stock
 represented
 at
 the
 meeting,
 the

evidence
of
a
quorum,
the
validity
and
effect
of
proxies,
and
to
receive
votes,
ballots
or
consents,
hear

and
 determine
 all
 challenges
 and
 questions
 arising
 in
 connection
 with
 the
 right
 to
 vote,
 count
 and

tabulate
all
votes,
ballots
or
consents,
determine
the
result,
and
do
such
acts
as
are
proper
to
conduct

the
election
or
vote.
The
Secretary
may
assign
the
exercise
or
performance
of
any
or
all
the
foregoing

duties,
 powers
 and
 functions
 to
 any
 other
 person
 or
 persons,
 subject
 always
 to
 his
 supervision
 and

control;















 g)
 To
 perform
 such
 other
 duties
 as
 incident
 to
 his
 office
 or
 as
 may
 be
 assigned
 to
 him
 by
 the

Board
of
Directors
or
the
President.















 Section
 6.
 Treasurer
 ‐
 The
 Treasurer
 of
 the
 corporation
 shall
 be
 its
 chief
 fiscal
 officer
 and
 the

custodian
of
its
funds,
securities
and
property.
The
Treasurer
shall
have
the
following
duties:















 a)
 To
 keep
 full
 and
 accurate
 accounts
 of
 receipts
 and
 disbursements
 in
 the
 books
 of
 the

corporation;















 b)
 To
 have
 custody
 of,
 and
 be
 responsible
 for,
 all
 the
 funds,
 securities
 and
 bonds
 of
 the

corporation;















c)
To
deposit
in
the
name
and
to
the
credit
of
the
corporation,
in
such
bank
as
may
be
designated

from
time
to
time
by
the
Board
of
Directors,
all
the
moneys,
funds,
securities,
bonds
and
similar
valuable

effects
belonging
to
the
corporation
which
may
come
under
his
control;















 d)
 To
 render
 an
 annual
 statement
 showing
 the
 financial
 condition
 of
 the
 corporation
 and
 such

other
financial
reports
as
the
Board
of
Directors,
the
Chairman,
or
the
President,
may,
from
time
to
time

require;















e)
To
prepare
such
financial
reports,
statements,
certifications
and
other
documents
which
may,

from
 time
 to
 time,
 be
 required
 by
 government
 rules
 and
 regulations
 and
 to
 submit
 the
 same
 to
 the

proper
government
agencies;















f)
To
exercise
such
powers
and
perform
such
duties
and
functions
as
may
be
assigned
to
him
by

the
President.















Section
7.
Term
of
Office
‐
The
term
of
office
of
all
officers
shall
be
for
a
period
of
one
(1)
year

and
until
their
successors
are
duly
elected
and
qualified.
Such
officers
may
however
be
sooner
removed

for
cause.



 
 

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 Section
 8.
 Vacancies
 ‐
 If
 any
 position
 of
 the
 officers
 becomes
 vacant
 by
 reason
 of
 death,

resignation,
disqualification
or
for
any
other
cause,
the
Board
of
Directors
by
majority
vote
may
elect
a

successor
who
shall
hold
office
for
the
unexpired
term.















Section
9.
Compensation
‐
The
by‐laws
officers
shall
receive
such
remuneration
as
the
Board
of

Directors
 may
 determine.
 All
 other
 officers
 shall
 receive
 such
 remuneration
 as
 the
 Board
 of
 Directors

may
determine
upon
recommendation
of
the
President.
A
director
shall
not
be
precluded
from
serving

the
 corporation
 in
 any
 other
 capacity
 as
 an
 officer,
 agent,
 or
 otherwise,
 and
 receiving
 compensation

therefor.


ARTICLE
V


OFFICE















Section
1.
Office
‐
The
principal
office
of
the
corporation
shall
be
located
at
the
place
stated
in

Article
 III
 of
 the
 Articles
 of
 Incorporation.
 The
 corporation
 may
 have
 such
 other
 branch
 offices,
 either

within
 or
 outside
 the
 Philippines,
 as
 the
 Board
 of
 Directors
 may
 designate
 or
 as
 the
 business
 of
 the

corporation
may,
from
time
to
time
require.


ARTICLE
VI


AUDIT
OF
BOOKS,
FISCAL
YEAR
AND
DIVIDENDS














 Section
 1.
 External
 Auditors
 ‐
 At
 the
 regular
 stockholders'
 meeting,
 the
 external
 auditor
 or

auditors
 of
 the
 corporation
 for
 the
 ensuing
 year
 shall
 be
 appointed.
 The
 external
 auditor
 or
 auditors

shall
examine,
verify
and
report
on
the
earnings
and
expenses
of
the
corporation
and
shall
certify
the

remuneration
of
the
external
auditor
or
auditors
as
determined
by
the
Board
of
Directors.















Section
 2.
Fiscal
 Year
‐
The
fiscal
year
of
the
corporation
shall
begin
on
the
first
day
of
January


and
end
on
the
last
day
of
December
of
each
year.














 Section
 3.
 Dividends
 ‐
 Dividends
 shall
 be
 declared
 and
 paid
 out
 of
 the
 unrestricted
 retained

earnings
which
shall
be
payable
in
cash,
property
or
stock
to
all
stockholders
on
the
basis
of
outstanding

stock
 held
 by
 them,
 as
 often
 and
 at
 such
 times
 as
 the
 Board
 of
 Directors
 may
 determine
 and
 in

accordance
with
law
and
applicable
rules
and
regulations.


ARTICLE
VII


AMENDMENTS















Section
1.
Amendments
‐
This
by‐laws
may
be
amended
or
repealed
by
the
affirmative
vote
of
at

least
 a
 majority
 of
 the
 Board
 of
 Directors
 and
 the
 stockholders
 representing
 a
 majority
 of
 the

outstanding
 capital
 stock
 at
 any
 stockholders'
 meeting
 called
 for
 the
 purpose.
 However,
 the
 power
 to

amend,
 modify,
 repeal
 or
 adopt
 new
 by‐laws
 may
 be
 delegated
 to
 the
 Board
 of
 Directors
 by
 the

affirmative
vote
of
stockholders
representing
not
less
than
two‐thirds
of
the
outstanding
capital
stock;



 
 

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provided,
however,
 that
any
such
delegation
of
powers
to
the
Board
 of
 Directors
to
amend,
repeal
 or


adopt
new
by‐laws
may
be
revoked
only
by
the
vote
of
the
stockholders
representing
a
majority
of
the

outstanding
capital
stock
at
a
regular
or
special
meeting.


ARTICLE
VIII



SEAL















 Section
 1.
 Form
 and
 Inscriptions
 ‐
 The
 corporate
 seal
 shall
 be
 determined
 by
 the
 Board
 of

Directors.


ARTICLE
IX


ADOPTION
CLAUSE















The
foregoing
by‐laws
was
adopted
by
all
the
stockholders
of
the
corporation
on
April
12,
2009

at
the
principal
office
of
the
corporation.















 IN
 WITNESS
 WHEREOF,
 we,
 the
 undersigned
 incorporators
 present
 at
 said
 meeting
 and
 voting

thereat
 in
 favor
of
 the
adoption
 of
said
 by‐laws,
have
hereunto
subscribed
our
names
this
12th
day
of

April
2009
at
Makati

City,
Philippines.


SIGNATURES
OF
ALL
INCORPORATORS


 


 

DONALD
TRUMP
 JONATHAN
FRANCIS
NEPOMUCENO

TIN
No.

23‐5634‐5324
 TIN
No.
54‐6786‐3454


 


 

MA.
ANGELA
AGUINALDO
 RYAN
CHRISTOPHER
TEEHANKEE

TIN
No.
54‐6658‐9087
 TIN
No.
54‐6879‐0987


 


 

JON
PAULO
SALVAHAN
 ANDERSON
COOPER

TIN
No.
46‐0798‐8457
 
 TIN
No.
76‐0978‐9834


 



FRANCIS
TOM
TEMPROSA

TIN
No.
56‐0987‐7890











 
 

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ATENEO
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’08‐‘09
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MINUTES
OF
THE
MEETING




Sec.
74.
Books
to
be
kept;
stock
transfer
agent.
‐
Every
corporation
shall
keep
and
carefully
preserve
at

its
 principal
 office
 a
 record
 of
 all
 business
 transactions
 and
 minutes
 of
 all
 meetings
 of
 stockholders
 or

members,
or
of
the
board
of
directors
or
trustees,
in
which
shall
be
set
forth
in
detail
the
time
and
place

of
holding
the
meeting,
how
authorized,
the
notice
given,
whether
the
meeting
was
regular
or
special,
if

special
its
object,
those
present
and
absent,
and
every
act
done
or
ordered
done
at
the
meeting.
Upon

the
 demand
 of
 any
 director,
 trustee,
 stockholder
 or
 member,
 the
 time
 when
 any
 director,
 trustee,

stockholder
 or
 member
 entered
 or
 left
 the
 meeting
 must
 be
 noted
 in
 the
 minutes;
 and
 on
 a
 similar

demand,
the
yeas
and
nays
must
be
taken
on
any
motion
or
proposition,
and
a
record
thereof
carefully

made.
 The
 protest
 of
 any
 director,
 trustee,
 stockholder
 or
 member
 on
 any
 action
 or
 proposed
 action

must
be
recorded
in
full
on
his
demand.



The
 records
 of
 all
 business
 transactions
 of
 the
 corporation
 and
 the
 minutes
 of
 any
 meetings
 shall
 be

open
 to
 inspection
 by
 any
 director,
 trustee,
 stockholder
 or
 member
 of
 the
 corporation
 at
 reasonable

hours
 on
 business
 days
 and
 he
 may
 demand,
 writing,
 for
 a
 copy
 of
 excerpts
 from
 said
 records
 or

minutes,
at
his
expense.



Any
officer
or
agent
of
the
corporation
who
shall
refuse
to
allow
any
director,
trustees,
stockholder
or

member
 of
 the
 corporation
 to
 examine
 and
 copy
 excerpts
 from
 its
 records
 or
 minutes,
 in
 accordance

with
 the
 provisions
 of
 this
 Code,
 shall
 be
 liable
 to
 such
 director,
 trustee,
 stockholder
 or
 member
 for

damages,
and
in
addition,
shall
be
guilty
of
an
offense
which
shall
be
punishable
under
Section
144
of

this
 Code:
 Provided,
 That
 if
 such
 refusal
 is
 made
 pursuant
 to
 a
 resolution
 or
 order
 of
 the
 board
 of

directors
or
trustees,
the
liability
under
this
section
for
such
action
shall
be
imposed
upon
the
directors

or
 trustees
 who
 voted
 for
 such
 refusal:
 and
 Provided,
 further,
 That
 it
 shall
 be
 a
 defense
 to
 any
 action

under
 this
 section
 that
 the
 person
 demanding
 to
 examine
 and
 copy
 excerpts
 from
 the
 corporation's

records
and
minutes
has
improperly
used
any
information
secured
through
any
prior
examination
of
the

records
or
minutes
of
such
corporation
or
of
any
other
corporation,
or
was
not
acting
in
good
faith
or
for

a
legitimate
purpose
in
making
his
demand.



***
 ***
 ***


MINUTES
OF
THE
SPECIAL
MEETING

OF
THE
BOARD
OF
DIRECTORS

OF




_________________________________________

(NAME
OF
CORPORATION)

(PLACE
OF
MEETING)

(DATE
OF
MEETING)




PRESENT:


__________________________



 
 

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ATENEO
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__________________________

__________________________

__________________________



ABSENT:


__________________________




I.
 Call
to
Order


Mr.
__________________________,
who
was
requested
to
act
as
Chairman
of
the
Meeting,
called
the

meeting
 to
 order
 and
 presided
 over
 the
 same.
 
 The
 Corporate
 Secretary,

__________________________,
recorded
the
minutes
of
the
proceedings.




II.
 Certification
of
Quorum




 The
 Corporate
 Secretary
 certified
 that
 a
 quorum
 for
 the
 transaction
 of
 business
 existed,
 there

being
present
a
majority
of
the
members
of
the
board
of
directors.




III.
 Agenda




[Insert
the
business
transactions,
including
resolutions
approved
by
the
board.]



V.
 Adjournment




 There
being
no
further
business
to
transact,
the
meeting
was
thereupon
adjourned.





ATTEST:




_______________________
 
 
 

Director




___________________________

Chairman
of
the
Meeting/Director

 
 
 



_______________________
 
 
 






___________________________

Director
 
 
 
 
 
 Corporate
Secretary/Director












 
 

 1
[LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 5



SAMPLE:
Minutes
of
the
Meeting







MINUTES
OF
THE
SPECIAL
MEETING

OF
THE
BOARD
OF
DIRECTORS

OF




ARCHIBALD
AND
WALDORF
REALTY,
INC.



Held
at
the
5th
Floor,
Tanduay
Complex,


423
Brei
Street,
Makati
City


14
February
2009




PRESENT:


GEORGIA
LAGDAMEO

XIELA
ANTONIO

ANNA
DE
GUZMAN


JUSTIN
GUEVARRA



ABSENT:


CHASE
CRAWFORD




I.
 Call
to
Order


Mr.
Justin
Guevarra,
who
was
requested
to
act
as
Chairman
of
the
Meeting,
called
the
meeting

to
 order
 and
 presided
 over
 the
 same.
 
 The
 Corporate
 Secretary,
 Atty.
 Anna
 de
 Guzman,
 recorded
 the

minutes
of
the
proceedings.




II.
 Certification
of
Quorum




 The
 Corporate
 Secretary
 certified
 that
 a
 quorum
 for
 the
 transaction
 of
 business
 existed,
 there

being
present
a
majority
of
the
members
of
the
board
of
directors.






III.
 Transaction
with
Smart
Telecom,
Inc.




The
 Chairman
 informed
 the
 Board
 that
 the
 meeting
 was
 called
 to
 appoint
 Ms.
 Georgia

Lagdameo
as
the
new
authorized
signatory
of
the
Corporation
for
transactions
with
Smart
Telecom,
Inc.

in
relation
to
its
Oversees
Call
Communication
Incentives
Program.




 
 

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ATENEO
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Upon
motion
duly
made
and
seconded,
the
Board
passed
and
approved
the
following

resolution:




 “RESOLVED,
 That
 the
 Corporation
 hereby
 appoints
 its
 Director
 and
 Treasurer,

Ms.
 Georgia
 Lagdameo,
 as
 the
 Corporation’s
 authorized
 representative
 for
 all

transactions
 relating
 to
 Smart
 Telecom,
 Inc.’s
 Oversees
 Call
 Communication
 Incentives

Program;



“RESOLVED,
FURTHER,
That
Ms.
Georgia
Lagdameo
is
hereby
authorized
to
sign,

execute
 and
 deliver,
 for
 and
 in
 behalf
 of
 the
 Corporation,
 all
 forms,
 papers
 and

documents
required
by
Smart
Telecom,
Inc.
and
to
do
all
acts
necessary
for
the
purpose;



“RESOLVED,
 FINALLY,
 That
 this
 resolution
 revokes
 all
 prior
 resolutions
 on
 the

subject
matter.”







IV.
 Renewal
of
Lease
Contract




The
 Board
 was
 also
 requested
 to
 appoint
 Mr.
 Justin
 Guevarra
 as
 the
 Corporation’s
 authorized

representative
for
the
renewal
of
the
lease
contract
over
its
office
premises
located
at
5th
Floor,
Tanduay

Complex,
423
Brei
Street,
Makati
City.




After
 discussions
 and
 upon
 motion
 duly
 made
 and
 seconded,
 the
 Board
 passed
 and
 approved

the
following
resolution:





“RESOLVED,
 That
 the
 Corporation
 is
 hereby
 authorized
 to
 renew
 the
 lease

contract
 over
 its
 office
 premises
 located
 at
 the
 5th
 Floor,
 Tanduay
 Complex,
 423
 Brei

Street,
Makati
City
having
an
area
of
One
Hundred
Fifty
Square
Meters
(150),
more
or

less,
under
such
terms
and
conditions
as
management
may
deem
most
beneficial
to
the

Corporation;





“RESOLVED,
 FURTHER,
 That
 the
 General
 Manager,
 Mr.
 Justin
 Guevarra,
 is

hereby
authorized
and
empowered
to
sign,
execute
and
deliver,
for
and
in
behalf
of
the

Corporation,
 the
 Contract
 of
 Lease
 and
 such
 other
 contracts
 and
 documents
 required

for
the
implementation
of
the
authority
granted
herein.”





V.
 Adjournment




 There
being
no
further
business
to
transact,
the
meeting
was
thereupon
adjourned.











 
 

 1
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ATENEO
LAW
3D
’08‐‘09
 7

ATTEST:






JUSTIN
GUEVARRA
 
 
 
 GEORGIA
LAGDAMEO

Chairman
of
the
Meeting/Director

 
 Director









XIELA
ANTONIO
 
 
 
 MARIE
CECILE
ROQUE‐QUINTOS

Director

 
 
 
 
 Corporate
Secretary/Director










































































 
 

 1
[LEGAL
FORMS
MANUAL]
 9
ATENEO
LAW
3D
’08‐‘09
 8

SECRETARY’S
CERTIFICATE





When
 a
 Secretary's
 Certificate
 is
 regular
 on
 its
 face,
 it
 can
 be
 sufficiently
 relied
 on
 by
 a
 third

party
who
does
not
have
to
investigate
the
truth
of
the
facts
contained
in
such
certification;
otherwise

business
transaction
of
corporations
would
become
tortuously
slow
and
unnecessarily
hampered.40


REPUBLIC
OF
THE
PHILIPPINES)

Province
of
____________________)
S.S.

City/Municipality
of
_____________)

x
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
x


SECRETARY'S
CERTIFICATE


KNOW
ALL
MEN
BY
THESE
PRESENTS:


I,
 the
 undersigned
 Corporate
 Secretary
 of
 __Name
 of
 Corporation__,
 INC.,
 a
 domestic

corporation
 duly
 organized
 and
 existing
 under
 and
 by
 virtue
 of
 the
 laws
 of
 the
 Republic
 of
 the

Philippines,
 DO
 HEREBY
 CERTIFY
 that
 at
 a
 (regular/special)
 meeting
 of
 the
 Board
 of
 Directors
 of
 said

corporation
held
at
its
principal
office
in
_____________,
Philippines
on
_____________,
duly
called
for

the
 purpose,
 a
 quorum
 being
 present
 and
 acted
 throughout,
 the
 following
 resolutions
 were

unanimously
adopted,
and
are
now
in
full
force
and
effect,
to
wit:





"RESOLVED,
that
[insert
board
resolution]."




"RESOLVED,
FURTHER,
x
x
x."














I
FURTHER
CERTIFY
that
the
person
herein
designated
as
officer
of
this
Corporation
has
been
duly

elected
 in
 accordance
 with
 the
 By‐Laws
 and
 now
 hold
 the
 office/title
 in
 this
 Corporation
 as
 stated

herein.















 IN
 WITNESS
 WHEREOF,
 I
 have
 hereunto
 affixed
 my
 signature
 this
 _____________
 at

_____________,
Philippines.






__________________________


CORPORATE
SECRETARY

























ATTESTED
TO
BY:


40

Esguerra
v.
Court
of
Appeals,
267
CRA
380
(1997).





 
 

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ATENEO
LAW
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__________________________










PRESIDENT


JURAT


SUBSCRIBED
 AND
 SWORN
 before
 me
 this........
 day
 of
 ...........................
 2008,
 by

.............................................
 who
 exhibited
 to
 me
 his
 CTC
 No.
 ...................................
 issued
 on

.................................
at
...........................................




 


 Notary
Public


 


 

Doc.

No.
.........:

Page
No.
.........;

Book
No.
.........;

Series
of


20___.







SAMPLE:
Secretary’s
Certificate








REPUBLIC
OF
THE
PHILIPPINES)

City
of
Makati
 
 
 
 )
S.S.

x
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
x


SECRETARY'S
CERTIFICATE



KNOW
ALL
MEN
BY
THESE
PRESENTS:




 I,
 the
 undersigned
 Corporate
 Secretary
 of
 SANTO
 REALTY
 INC.,
 a
 domestic
 corporation
 duly

organized
 and
 existing
 under
 and
 by
 virtue
 of
 the
 laws
 of
 the
 Republic
 of
 the
 Philippines,
 DO
 HEREBY

CERTIFY
 that
 at
 a
 SPECIAL
 meeting
 of
 the
 Board
 of
 Directors
 of
 said
 corporation
 held
 at
 its
 principal

office
 in
 123
 Rockwell
 Drive,
 Makati
 City
 Philippines
 on
 01
 April
 2009
 duly
 called
 for
 the
 purpose,
 a

quorum
being
present
and
acted
throughout,
the
following
resolutions
were
unanimously
adopted,
and

are
now
in
full
force
and
effect,
to
wit:



"RESOLVED,
that
Mr.
Jonathan
Francis
Nepomuceno,
President
of
SANTO
Realty
Inc.
be

authorized
 to
 act
 for
 and
 in
 behalf
 of
 the
 corporation
 to
 initiate
 and
 maintain
 until

finality
any
suit
or
legal
proceedings
in
connection
with
the
collection
of
a
sum
of
money

owed
by
Mr.
John
Doe
to
this
corporation.







 
 

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ATENEO
LAW
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"RESOLVED
 FURTHER,
 for
 this
 purpose,
 Mr.
 Jonathan
 Francis
 Nepomuceno
 is
 hereby

authorized
 to
 sign,
 execute,
 deliver
 and
 receive
 any
 documents,
 and
 to
 perform
 such

actions
as
may
be
necessary
in
furtherance
of
the
power
thus
granted."















IN
WITNESS
WHEREOF,
I
have
hereunto
affixed
my
signature
this
2nd
day
of
April
2009
at
Makati

City,
Philippines.


MA.
ANGELA
AGUINALDO


 
 
 
 
 
 
 
 
 CORPORATE
SECRETARY

SANTO
REALTY,

INC.


 


ATTESTED
TO
BY:


JONATHAN
FRANCIS
NEPOMUCENO

PRESIDENT







SANTO
REALTY,
INC.



(JURAT)

























































 
 

 2
[LEGAL
FORMS
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 0
ATENEO
LAW
3D
’08‐‘09
 1

TREASURER’S
AFFIDAVIT


Sec.
13.
Amount
of
capital
stock
to
be
subscribed
and
paid
for
the
purposes
of
incorporation.
‐
At
least

twenty‐five
percent
(25%)
of
the
authorized
capital
stock
as
stated
in
the
articles
of
incorporation
must

be
 subscribed
 at
 the
 time
 of
 incorporation,
 and
 at
 least
 twenty‐five
 (25%)
 per
 cent
 of
 the
 total

subscription
must
be
paid
upon
subscription,
the
balance
to
be
payable
on
a
date
or
dates
fixed
in
the

contract
 of
 subscription
 without
 need
 of
 call,
 or
 in
 the
 absence
 of
 a
 fixed
 date
 or
 dates,
 upon
 call
 for

payment
by
the
board
of
directors:
Provided,
however,
That
in
no
case
shall
the
paid‐up
capital
be
less

than
five
Thousand
(P5,000.00)
pesos.



Sec.
14.
Contents
of
the
articles
of
incorporation.
‐
All
corporations
organized
under
this
code
shall
file

with
 the
 Securities
 and
 Exchange
 Commission
 articles
 of
 incorporation
 in
 any
 of
 the
 official
 languages

duly
 signed
 and
 acknowledged
 by
 all
 of
 the
 incorporators,
 containing
 substantially
 the
 following

matters,
except
as
otherwise
prescribed
by
this
Code
or
by
special
law:



***
 ***
 ***




The
 Securities
 and
 Exchange
 Commission
 shall
 not
 accept
 the
 articles
 of
 incorporation
 of
 any
 stock

corporation
 unless
 accompanied
 by
 a
 sworn
 statement
 of
 the
 Treasurer
 elected
 by
 the
 subscribers

showing
 that
 at
 least
 twenty‐five
 (25%)
 percent
 of
 the
 authorized
 capital
 stock
 of
 the
 corporation
 has

been
subscribed,
and
at
least
twenty‐five
(25%)
of
the
total
subscription
has
been
fully
paid
to
him
in

actual
cash
and/or
in
property
the
fair
valuation
of
which
is
equal
to
at
least
twenty‐five
(25%)
percent

of
the
said
subscription,
such
paid‐up
capital
being
not
less
than
five
thousand
(P5,000.00)
pesos.





TREASURER'S
AFFIDAVIT



REPUBLIC
OF
THE
PHILIPPINES
)


CITY/MUNICIPALITY
OF
)
S.S.


PROVINCE
OF
)




I,
__________________
being
duly
sworn,
depose
and
say:




That
 I
 have
 been
 elected
 by
 the
 subscribers
 of
 the
 corporation
 as
 Treasurer
 thereof,
 to
 act
 as

such
 until
 my
 successor
 has
 been
 duly
 elected
 and
 qualified
 in
 accordance
 with
 the
 by‐laws
 of
 the

corporation,
and
that
as
such
Treasurer,
I
hereby
certify
under
oath
that
at
least
25%
of
the
authorized

capital
stock
of
the
corporation
has
been
subscribed
and
at
least
25%
of
the
total
subscription
has
been

paid,
and
received
by
me,
in
cash
or
property,
in
the
amount
of
not
less
than
P5,000.00,
in
accordance

with
the
Corporation
Code.



This
is
also
to
authorize
the
Securities
and
Exchange
Commission
and
Bangko
Sentral
ng
Pilipinas

to
examine
and
verify
the
deposit
in
the
_______________________
in
my
name
as
Treasurer‐in‐Trust

for
___(NAME
OF
CORPORATION)___
in
the
amount
of
Two
Hundred
Fifty
Thousand
Pesos
(P250,000)

representing
 the
 paid‐up
 capital
 of
 the
 said
 corporation
 which
 is
 in
 the
 process
 of
 incorporation.
 This

authority
is
valid
and
inspection
of
said
deposit
may
be
made
even
after
the
issuance
of
the
Certificate

of
Incorporation
to
the
corporation.
Should
the
deposit
be
transferred
to
another
bank
prior
to
or
after



 
 

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incorporation,
this
will
also
serve
as
authority
to
examine
the
same.
The
representative
of
the
Securities

and
Exchange
Commission
is
also
authorized
to
examine
the
pertinent
books
and
records
of
accounts
of

the
corporation
as
well
as
supporting
papers
to
determine
the
utilization
and
disbursement
of
the
said

paid‐up
capital.


In
 case
 the
 said
 paid‐up
 capital
 is
 not
 deposited
 or
 withdrawn
 prior
 to
 the
 approval
 of
 the

articles
 of
 incorporation,
 I,
 in
 behalf
 of
 the
 above‐named
 corporation,
 waive
 our
 right
 to
 a
 notice
 and

hearing
in
the
revocation
of
our
Certificate
of
Incorporation.




_______________________

(Signature
of
Treasurer)




SUBSCRIBED
 AND
 SWORN
 to
 before
 me,
 a
 Notary
 Public,
 for
 and
 in
 the
 City/Municipality
 of

______________
 Province
 of
 __________________,
 this
 ___
 day
 of
 _______,
 20__;
 by

_________________
 with
 Driver’s
 License.
 No.
 ____________
 issued
 at
 ________________
 on

_______________,
20____.








 
 Notary
Public



Doc
No.


Page
No.


Book
No.


Series
of
20___.







SAMPLE:
Treasurer’s
Affidavit







Republic
of
the
Philippines
 )

City
of
Makati,
Metro
Manila
 )
S.S.

x
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
x



TREASURER'S
AFFIDAVIT



I,
 Ronald
 McDonald,
 Filipino,
 of
 legal
 age,
 single,
 and
 a
 resident
 of
 Unit
 2001
 Manansala

Condominiums,
 Rockwell
 Drive,
 Makati
 City,
 Philippines,
 after
 being
 sworn
 to
 in
 accordance
 with
 law,

depose
and
state:















That
I
have
been
elected
by
the
subscribers
of
the
Santo
Realty
Inc.
as
Treasurer‐in‐Trust
thereof,

to
act
as
such
until
my
successor
has
been
duly
elected
and
qualified
in
accordance
with
the
by‐laws
of

the
corporation,
and
that
as
such
Treasurer,
I
hereby
certify
under
oath
that
at
least
twenty‐five
(25%)



 
 

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percent
 of
 the
 authorized
 capital
 stock
 has
 been
 subscribed
 and
 at
 least
 twenty‐five
 (25%)
 percent
 of

the
subscription
has
been
paid
and
received
by
me
in
cash
for
the
benefit
and
credit
of
the
corporation.















This
 is
 also
 to
 authorize
 the
 Securities
 and
 Exchange
 Commission
 (SEC)
 and
 Bangko
 Sentral
 ng

Pilipinas
(BSP)
to
examine
and
verify
the
deposit
in
the
Bank
of
the
Philippine
Islands,
Rockwell
Branch,

in
my
name
as
Treasurer‐in‐Trust
for
SANTO
REALTY,
INC.
in
the
amount
of
One
Hundred
Million
Pesos

(P100,000,000.00)
 representing
 the
 paid‐up
 capital
 of
 the
 said
 corporation
 which
 is
 in
 the
 process
 of

incorporation.
This
authority
is
valid
and
inspection
of
said
deposit
may
be
made
even
after
the
issuance

of
the
Certificate
of
Incorporation
to
the
corporation.
Should
the
deposit
be
transferred
to
another
bank

prior
 to
 or
 after
 incorporation,
 this
 will
 also
 serve
 as
 authority
 to
 examine
 the
 pertinent
 books
 and

records
 of
 accounts
 of
 the
 corporation
 as
 well
 as
 supporting
 papers
 to
 determine
 the
 utilization
 and

disbursement
of
the
said
paid‐up
capital.


















































































































 RONALD
MCDONALD


 Treasurer‐in‐Trust



JURAT




 Subscribed
and
sworn
to
before
me,
in
the
City
of
Makati,
this
19th
day
of
February,
2009
by
with

Driver’s
 License
 Number
 C10‐09‐000067
 issued
 by
 the
 Land
 Transportation
 Office,
 East
 Ave.,
 Quezon

City
on
November
1,
2009,
and
expiring
on
November
1,
2011.




 

FRANCIS
TOM
F.
TEMPROSA

Notary
Public


 Roll
No.
1234

PTR
No.
2345

CTC
No.
3456

MCLE
No.
4567

My
commission
expires
December
31,
2010





Doc.
No.
3

Page
No.
1

Book
No.
1

Series
of
2009.





















 
 

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SEC
DOCUMENTARY
REQUIREMENTS
FOR
REGISTRATION


OF
STOCK
CORPORATIONS





DOCUMENTARY
REQUIREMENTS
FOR
REGISTRATION

OF

CORPORATIONS

(as
of
July
1,
2006)



•
All
applications

and
supporting
documents
must

be
in
six
(6)
copies
and
havecover
sheets.



•
 Documents
 
 signed
 abroad
 must
 be
 authenticated
 by
 
 the
 Philippine
 Embassy
 orConsulate
 in
 the

country
where
signed.



•
 All
 audited
 Financial
 Statements
 and
 special
 audit
 reports
 must
 be
 certified
 byan
 independent

Certified
Public
Accountant
(CPA),
with
Statement
ofRepresentation
filed
with
the
SEC.
Said
Statement

must
indicate
the
CPA
Cert.No.,
PRC/BOA
No.
and
the
PTR
No.
of
the
CPA.



•
All
applications
must
indicate
the
Tax
Identification
Number
(TIN)
of

thesignatories.



I. REGISTRATION
OF
CORPORATIONS



A. STOCK
CORPORATION



Basic
Requirements



1.

Name
Verification
Slip
(secure
online
or
from
SEC
Name
Verification
Unit
)

2.

Articles
of
Incorporation
and
By‐laws

3.

Treasurer’s
Affidavit

4.

Affidavit
of
incorporator
or
director
undertaking
to
change
corporate
name
(not
required
if

Articles
of
Incorporation

has
provision
on
this
commitment)

5.

Registration
Data
Sheet



Additional
Requirements



6.

Indorsement/clearance
from
other
government
agencies,
if
applicable.

7.

For
corporations
with

foreign
equity:

Proof
of
remittance
by
non‐resident
aliens
and
foreign

corporate
 subscribers
 who
 want
 
 to
 register
 their
 investment
 
 with
 the
 Bangko
 Sentral
 ng

Pilipinas
(
BSP
)

8.

For
corporations
with
more
than
40%
foreign
equity:
SEC
Form
No.
F‐
100

9.
 For
 corporations
 with
 Philippine
 Economic
 Zone
 Authority
 (PEZA),
 Subic
 Bay
 Metropolitan


Authority
(SBMA)
or
other
economic
zones
application:
Certificate
of
Authority
or
indorsement

from
said
government
agencies

10.
For

call
centers:

a.


Business
Plan/Modus
Operandi

b.


List
of
prospective
clients



 
 

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11.


Additional
requirements
based
on
kind
of
payment
of
subscription
indicated
hereunder



a.

Cash



1.

Bank
Certificate
of
deposit
of
paid
up
capital
notarized
in
place
where

signed

2.
 
For
corporations
 with
 foreign
subscribers
who
want
to
register
their
 investment
 s
with
 the

BSP:

Proof
of
inward
remittance
or
bank
certificate



b.

Land
and/
Building/Condominium
Unit



1.



Detailed
schedule
of
the
property
showing
its
registered
owner,
location,
area,
TCT
No.,
tax

declaration
 number
 and
 the
 basis
 of
 
 the
 
 transfer
 value
 (market
 value/assessed
 value/
 zonal

value
or
appraised
value
)

2.
 
 
 
 Copy
 
 of
 TCT/CCT
 and
 tax
 declaration
 sheet,
 certified
 by
 the
 Register
 of
 Deeds
 and
 the

Assessor’s
Office,
respectively

3.



If
transfer
value
is
based
on
zonal
value:

Latest
zonal
valuation
certified

by
the
Bureau
of

Internal
Revenue
(BIR)

4.
 
 
 
 If
 transfer
 value
 is
 based
 on
 
 appraised
 value:
 
 Appraisal
 report
 
 by
 a
 licensed
 real
 estate

appraiser
(not
more
than

six
[6]
months
old)

5.



Deed
of
assignment
with
primary
entry
by
the
Register
of
Deeds

6.
 
 
 
 If
 property
 is
 mortgaged:
 
 Mortgagee/creditor’s
 certification
 on
 the
 outstanding
 loan

balance
and
his
consent
to
the
transfer
of
property

7.


For
assignment
of
a
building
where

the
assignor
is
not
the
owner
of
the
land:

Lease
contract

on
the
land
and
consent
of
the
land
owner
to
the
transfer

8.
 
 
 
 Affidavit
 of
 the
 
 transferor
 that
 the
 building/condominium
 
 unit
 
 is
 existing
 and
 in
 good

condition

9.

Affidavit
of

undertaking
by
any
incorporator
or
director
to
submit
the
proof
of
transfer
of
the

property
within
the
prescribed
period



c.
Inventories
/Furniture/Personal
Properties



1.
 
 Detailed
 schedule
 of
 the
 property
 showing
 its
 description
 and
 the
 basis
 of
 transfer
 value

(market
value
or
book
value)

2.

Special
audit
report
by
an
independent
CPA
on
the
verification
and
valuation
of
the
property

3.

Deed
of
assignment
of

the
property
to
the
corporation

4.

Affidavit
of

the

transferor
that
the

inventories/
furniture/personal
properties
are
existing

and
in
good
condition



d.

Heavy
Equipment
and
Machinery



1.
 
 Detailed
 schedule
 of
 the
 property
 showing
 its
 description
 and
 the
 
 basis
 of
 transfer
 value

(book
value
or
appraised
value)

2.

Appraisal
report
by
a
licensed
mechanical
engineer
(not
more
than
six
[6]
months
old).
If
the

property
is
imported,
submit
valuation
report
by
the
BSP
instead

3.

Deed
of
assignment
of

the
property
to
the
corporation



 
 

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4.
 
 
 Affidavit
 of
 
 the
 
 transferor
 that
 the
 heavy
 equipment/machinery
 is
 existing
 and
 in
 good

condition



e.

Shares
of
Stock



1.

Detailed
schedule
of
the
shares
of
stock
indicating
the
stockholder,
stock
certificate
number,

number
of
shares
and
the
basis
of
transfer
value
(market
value
or
book
value)

2.
 
 Audited
 financial
 statements
 of
 the
 investee
 company
 as
 of
 the
 last
 fiscal
 year,
 stamped

received
by
the
SEC
and
the
BIR

3.

Deed
of
assignment
of
the
shares
of
stock
to
the
corporation

4.
 
 Certification
 by
 the
 
 corporate
 secretary
 
 of
 the
 investee
 company
 that
 the
 shares
 are

outstanding
in
the
name
of
the
assignor

5.

Photocopy

of
the
stock
certificates
(present
original
for
verification)

6.

If

shares
of

stock
are
listed
in
the
stock
exchange:

Latest
market
quotation
in
thenewspaper

or
certification
from
the
stock
exchange/broker
on
the
latest
market
price
of
the
shares
of
stock

7.


Affidavit
of

undertaking
by
any

incorporator
or

director
to
submit

the
proof
of
transfer

within
the
prescribed
period



f.

Motor
Vehicles



1.

Detailed
inventory
of
the
motor
vehicles
showing
the
registered
owner,
make/model,
plate

number,
chassis
number,
motor
number,
certificate
of
registration
number,
and
market
value

2.
 
 Photocopy
 of
 the
 Certificate
 of
 Registration
 and
 official
 receipt
 of
 annual
 registration
 fee

(present
original
for
verification)

3.

Appraisal
report
by
a
licensed
mechanical
engineer
(not
more
than
six
[6]
months
old)

4.

Deed
of
assignment
of
the
motor
vehicle
to
the
corporation

5.

Affidavit
of

the
trans
feror
that
the

motor
vehicle
is
existing
and
in
good
condition

6.
 
 Affidavit
 of
 
 undertaking
 by
 any
 
 incorporator
 or
 
 director
 to
 submit
 the
 proof
 of
 transfer

within
the
prescribed
period



g.


Sea
Vessel/Aircraft



1.

Detailed
inventory
of
the
vessel/aircraft
showing
the
registered
owner,
registry
number,

technical
description,
and
appraised
value

2.

Certified
true
copy
of
the
certificate
of
ownership

3.

Certificate
of
seaworthiness/airworthiness
issued
by
the
appropriate
government
agency

4.

Appraisal
report
by
a
licensed
mechanical
engineer
(not
more
than
six
[6]
months
old)

5.

Deed
of
assignment
of
the
vessel/aircraft
to
the
corporation

6.


Affidavit
of

the
transferor
that
the
sea
vessel/aircraft
is
existing
and
in
good
condition

7.


Affidavit
of
undertaking
by
any
incorporator/director
to
submit

the
proof
of
transfer
within

the
prescribed
period



h.


Intangibles



1.

Photocopy
of
the
Certificate
of
Registration
of
Intellectual
Property
rights,
mining
permit
(for

mining
claims/rights)



 
 

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2.

Appraisal
report

by
an
accredited
appraisal
company
(not
more
than

six
[6]
months
old)

3.

Deed
of
assignment
of
intangibles
to
the
corporation



i.
Net
Assets
(by
way
of

conversion
of
single


proprietorship/partnership
into
corporation
or
by
way
of
spin‐off)



1.

Articles
of
Dissolution
of
Partnership

2.
 
 Audited
 financial
 statements
 of
 the
 single
 proprietorship/partnership/division
 of
 a

corporation
(for
spin
off)
as
of
the
last
fiscal
year

3.

Long‐form
audit
report

of
item
2

4.

Deed
of
assignment
of
the
assets
and
liabilities
to
the
corporation

5.

Separate
deed
of
the
assignment
for
land
with
primary
entry
by
the
Register
of
Deeds

6.
List
of
creditors
,

with
the
amount
due
to

each

creditor
and
the
consent
of
each
creditor,

certified
by
the
company
accountant

7.

Detailed
schedule
of
the
properties
with
certificate
of
registration/titles
and
their
respective

book
values

8.
 
 Photocopy
 of
 the
 Certificate
 of
 Registration
 of
 the
 motor
 vehicle
 (present
 original
 for

verification)

9.
Photocopy
of
the
TCT/CCT
and
tax
declaration
sheet,
certified
by
the
Register
of
Deeds
and
the

Assessor’s
Office,
respectively

10.
For
single
proprietorships:

Department
of
Trade
and
Industry
(DTI)
Certificate
of
Registration



Notes
:



1.


Items
5
to
10
shall
be
complied
with
only
if
applicable

2.

The
corporation
should
use
the
name
of
the
partnership
dropping
only
the
word
“company”

and
adding
either
the

word

“corporation”
or
“incorporated”,
or
its
abbreviation

3.

The
filing
of
the
Articles
of
Dissolution
and
Articles
of
Incorporation
or

Increase
of
Authorized


Capital

Stock
should
be
simultaneous



***
 ***
 ***



II.


LICENSING
OF
FOREIGN
CORPORATIONS



A.


BRANCH
OFFICE

and
REPRESENTATIVE
OFFICE



1.


Application
Form

a)

SEC
Form
No.
F‐103
‐
for
Branch
Office

b)

SEC

Form
No.
F‐104
‐
for
Representative
Office

c)

SEC

Form
No.
F‐108
‐
for
Non‐stock
corporations



2.

Name
Verification
Slip



3.
 Authenticated
 copy
 of
 the
 Board
 Resolution
 authorizing
 the
 establishment
 of
 branch/

representative
office
in
the
Philippines;
designating
the
resident
agent
to
whom
summons
and



 
 

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other
 legal
 processes
 may
 be
 served
 to
 the
 foreign
 corporation;
 and
 stipulating
 that
 in
 the

absence
 of
 such
 agent
 or
 upon
 cessation
 of
 its
 operation
 in
 the
 Philippines,
 any
 summons
 or

legal
processes
may
be
served
to
SEC
as
if
the
same
is
made
upon
the
corporation
at
its
home

office



4.
 
 Financial
 Statements
 as
 of
 a
 date
 not
 exceeding
 one
 
 (1)
 
 year
 immediately
 prior
 tothe

application,
certified
by
an
independent
CPA
of
the
home
country
and
authenticated
before
the

Philippine
Consulate/Embassy



5.
 
 Authenticated
 copy
 of
 the
 Articles
 of
 Incorporation
 with
 an
 English
 translation
 if
 in
 foreign

language
other
than
English



6.

Proof
of
Inward
Remittance,
such
as
bank
certificate



7.

Registration
Data
Sheet



8.
 
 Resident
 Agent’s
 acceptance
 of
 appointment
 
 (not
 required
 if
 
 the
 resident
 
 agent
 is
 the

signatory
in
the
application
form)



9.

For

Representative

Office
and
Branch

Office
of
non‐stock
corporations:
Affidavit
signed
by

the

resident

agent
stating
that
the
applicant
is
solvent
and
in
sound
financial
condition



B.


REGIONAL
OR
AREA
HEADQUARTERS
andREGIONAL
OPERATING
HEADQUARTERS



1.



Application
Form



2.



Name

Verification
Slip



3.

A
certification
from
the
Philippine
Consulate/Embassy
or
the
Philippine
Commercial
Office

or
 from
 the
 equivalent
 office
 of
 the
 Philippine
 DTI
 in
 the
 applicant’s
 home
 country
 that
 said

foreign
 firm
 is
 an
 entity
 engaged
 in
 international
 trade
 with
 affiliates,
 subsidiaries
 or
 branch

offices
in
the
Asia
Pacific
and

other
foreign
markets;
in
case
the
certification
is
issued
by
the

equivalent
 office
 of
 the
 Philippine
 DTI,
 the
 same
 shall
 be
 authenticated
 by
 the
 Philippine

Consulate/Embassy




4.

A
certification
from
the
principal
officer
of
the
foreign
entity
that
the
said
foreign
entity
has

been
authorized
by

its

board
of
directors

or
governing
body
to
establish
its
regional
or
area

headquarters
or
regional
operating
headquarters
in
the
Philippines



6.

Indorsement
of
the
Board
of
Investmnets
(BOI)



Notes:
Within
30
days
from
receipt
of

license:



1.

For
Regional
or
Area
Headquarters:

proof
of
remittance

of
at
least
US$50,000

2.

For
Regional
Operating
Headquarters:

proof
of
remittance
of
at
least
US$200,000





 
 

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***
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IV.



OTHER
APPLICATIONS



A.



FOR
CORPORATIONS



I.


AMENDED
ARTICLES
OF
INCORPORATION

(for
stock
and
non‐stock
domestic
corporations)



1.

Amended
Articles
of
Incorporation

2
 
 Directors
 ’/Trustees
 ’
 
 Certificate
 
 –
 
 a
 notarized
 document
 signed
 
 by
 
 a
 
 majority
 of
 the

directors/trustees


and

the
corporate
secretary,

certifying
the
amendment
of
the

Articles
of


Incorporation,
 indicating
 the
 amended
 provisions,
 
 the
 vote
 of
 the
 
 directors
 /trustees
 and


stockholders
/members,
the
date
and
place
of
the

stockholders’
or
members’
meeting;
the
TIN

of
the
signatories
should
be
indicated
below
their
names

3.

Company
Data
Maintenance
Form



Additional
Requirements



4.


Indorsement
/clearance
from
other
government
agencies,
if
applicable




If
the
provision
to
be
amended
is
the
corporate
name



5.

Name

Verification
Slip

6.

Affidavit
of

a
director/trustee
or
officer
undertaking
to
change
corporate
name



II.



AMENDED
BY‐LAWS

(for
stock
and
non‐stock
domestic

corporations)



1.


Amended
By‐laws

2.
 
 
 Directors’/Trustees’
 Certificate
 
 –
 
 a
 notarized
 document
 signed
 by
 
 
 a
 
 majority
 of
 the


directors/trustees

and

the

corporate
secretary
,
certifying
the
amendment
of
the

By‐
laws,
 indicating
 the
 amended
 provisions,
 the
 vote
 of
 the
 directors
 /trustees
 
 and

stockholders
/members,
the
date

and
place
of
the

stockholders
’
or
members’
meeting

3.



Company
Data
Maintenance
Form



III.



INCREASE
OF
AUTHORIZED
CAPITAL
STOCK



Basic
Requirements



1.

Certificate
of
Increase
of
Capital
Stock

2.

Treasurer’s
Affidavit
certifying
the
increase
of
capital
stock,
the
amount
subscribed
and
the


amount
received
as
payment


3.

List
of
stockholders
as
of

the

date
of

the

meeting
approving
the
increase,
indicating


the

nationalities

of

the
subscribers

and
their
respective
subscribed
and
paid‐up
capital
on

the
present
authorized
capital
stock,
certified
by
the
corporate
secretary



 
 

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4.



Amended
Articles
of
Incorporation

5.

Directors’
Certificate

–
a
notarized
document
signed
by
a
majority
of
the
directors
and
the

corporate
 
 secretary
 ,
 certifying
 the
 amendment
 of
 the
 
 Articles
 of
 Incorporation

increasing
the
authorized
capital
stock,
the
votes
of
the
directors
and
the
stockholders,

and
the
date
and

place
of
the
stockholders
’
meeting

6.


Company
Data
Maintenance
Form

7.


Audited
financial
statements
as
of
the
last
fiscal
year,
stamped
received
by
the
SEC
and
the

BIR



Additional

requirements
depending
on
the
kind
of
payment
on
subscription



a.

Cash



1.
 
 A
 report
 rendered
 by
 an
 independent
 CPA
 on
 the
 verification
 of
 the
 cash
 payment
 on

subscription
to
the
increase

2.



Copy
of
the
official
receipt,
deposit
slip,
bank
statement/passbook

3.
 
 Trial
 balance
 as
 of
 the
 end
 of
 the
 month
 immediately
 preceding
 the
 submission
 of
 the

requirements,
 
 which
 includes
 the
 additional
 capital
 infusion,
 certified
 by
 the
 company

accountant

4.



Written
waiver
of
pre‐emptive
rights
by
non‐subscribing
stockholders



Note:
 Disregard
 item
 1
 if
 payment
 on
 subscription
 is
 already
 reflected
 in
 the
 audited
 financial

statements
 (item
 7
 of
 the
 basic
 requirements),
 and
 said
 additional
 capital
 infusion
 is

reflected
in
the
Cash
Flow
Statement



b.


Conversion
of
advances/liabilities
to
equity



1.
 
 A
 report
 rendered
 by
 an
 independent
 CPA
 on
 the
 verification
 of
 the
 advances
 to
 be

converted
to
equity

2.

Detailed
schedule
of
the
liabilities
to
be
offset
,
as
of
the
date
of
trial
balance,
certified
by
the

company
accountant

3.
 
 Trial
 balance
 as
 of
 the
 end
 of
 the
 month
 immediately
 preceding
 the
 submission
 of
 the

requirements,
which
includes
the
subject
advances/liabilities,
certified
by
the
company

accountant

4.

Deed
of
Assignment

signed
by
the
creditor/subscriber
assigning
the
advances
as
payment
on

his
subscription



Note:
If
subject
advances
are
reflected
in
the
audited
financial
statements
(item
7
of
the
basic

requirements),
submit
a
certification
from
the
auditor
identifying
the
creditors
and
the

amount
owed
to
each,
in
lieu
of
item
1



c.


Stock
dividends



1.
 
 Long
 form
 audit
 report
 on
 the
 audited
 financial
 statements
 (item
 7
 of
 the
 basic

requirements),

which
includes
an
analysis
of
the
retained
earnings
account
for
the
last
five
(5)

years



 
 

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2.
 
 List
 of
 stockholders
 entitled
 to
 the
 stock
 dividend
 with
 their
 respective
 outstanding
 shares

and
the
allocation
of
the

stock
dividend,
certified
by
the
corporate
secretary

3.

Certification
by
the
corporate
secretary
as
to
the
treatment
of
the
resulting
fractional
shares,

if
any



d.
For
other
forms
of
property
as
payment,
submit
the
additional


requirements
enumerated
for
registration
of
stock
corporations



IV.

DECREASE
OF
AUTHORIZED
CAPITAL
STOCK



1.

Certificate
of
Decrease
of

Authorized
Capital
Stock

2.

Audited
financial
statements
as
of
last
fiscal
year,
stamped
received
by
the
SEC
and
the
BIR

3.

If
involving
return
of
capital:
Long
form
audit
report

and
list
of
creditors
with
the
consent
of

each
creditor,
certified
by
company
accountant

4.

List
of
stockholders
before
and
after
the
decrease,
certified
by
the
corporate
secretary

5.

Amended
Articles
of
Incorporation

6.

Directors’
Certificate

–

a
notarized
document
signed
by

a
majority
of
the
directors
and
the


corporate
secretary
,
certifying

the
amendment
of
the

Articles
of
Incorporation
to
decrease
the

authorized
capital
stock,
the
votes
of
the
directors
and
the
stockholders,
and
the
date
and
place

of
the

stockholders
’
meeting

7.
 
 Publisher’s
 affidavit
 of
 the
 publication
 of
 the
 decrease
 
 of
 capital
 (once
 in
 a
 newspaper
 of

general
circulation)

8.

Company
Data
Maintenance
Form



V.

RECLASSIFICATION/DECLASSIFICATION/CONVERSION
OF
SHARES



1.

Directors’
Certificate

–
a
notarized
document
signed
by

a

majority
of
the
directors
and

the

corporate
 secretary,
 certifying
 the
 amendment
 of
 the
 articles
 of
 incorporation
 classifying
 the

shares
of
stock,
the
votes
of
the
directors
and

the

stockholders,
and
the
date
and
place
of
the

stockholders’
meeting

2.

Amended
Articles
of
Incorporation

3.

List
of
stockholders

showing
the
names,
nationalities
and
stockholdings

before
and
after
the

reclassification/declassification/conversion,
certified
by
the
corporate
secretary


4.

Audited
financial
statements
as
of
the
last
fiscal
year,

stamped
received
by
the
SEC
andthe

BIR



VI.


MERGER/CONSOLIDATION



1.

Articles
of

Merger/Consolidation

2.

Plan
of
Merger

3.

List
of
stockholders
of
the
constituent
corporations

before
the
merger/consolidation,
and
list

of
stockholders
of
record
of
the
surviving
corporation
after
the
merger/consolidation,
certified

by
the
corporate
secretary

4.

Certification,
under
oath,
by
the
corporate
secretary
,
on
the
meetings
of
the
directors
and

stockholders
of
the
constituent
corporations
approving
the
merger/consolidation



 
 

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5.

Audited
financial
statements
of
the
constituent
corporations
as
of
a
date

not
earlier
than
120

days
 prior
 to
 the
 date
 of
 filing
 of
 the
 application
 in
 accordance
 with
 PFRS
 3
 (
 Accounting

Standard
on

Business
Combination)

6.

For
absorbed
corporations:

Long‐form
audit
report
of
item
5

7.

List
of
creditors,
if
any

8.

Where
both
or
all
the
constituent
corporations
are
solvent:

Certification,
under
oath,
by
the

president,
 chief
 finance
 officer
 or
 treasurer,
 that
 creditors
 have
 been
 properly
 notified
 of
 the

proposed
merger/consolidation

9.

Where
at
least
one
of
the
constituent
corporations
is
insolvent:

Affidavit
of
publication
in
a

newspaper
of
general
circulation


of
the

proposed
merger/consolidation

10.

Company
Data
Maintenance
Form.



1. If

 the
 surviving
 corporation
 will
 not
 issue
 shares
 of
 stock
 or
 create
 additional
 paid‐in

Capital:
Disregard
item
6.



2. If
the
merger
will
be
effected
via
increase
of
capital
stock;
Submit
also
the
requirements




 for
Increase
of
Authorized
Capital
stock


 3. For
the
consolidation
of
Authorized
Capital
Stock


 4. For
 consolidation:
 Submit
 also
 the
 requirements
 for
 the
 registration
 of
 the
 stock


 corporation.







VII.

INCREASE
OF
FOREIGN
EQUITY

(for
corporations
registered
under
theForeign
Investments
Act
)



Mode
of
payment:



a.
Assignment
of
Filipino
stockholdings
to
non‐Philippine
nationals



1.
SEC
Form
No.
F‐101
or
F‐102

2.
Original
copy
of
the
Deed
of
Assignment



b.
Issuance
of
new
stocks
from
the
unsubscribed
capital
stock



1.
SEC
Form
No.
F‐101
or
F‐102

2.
Form
F‐10‐1



c.
Increase
or
Decrease
of
authorized
capital
stock



1.
SEC

Form
No.
F‐101
or
F‐102

2.
Requirements
for
Increase/Decrease
of
Capital
Stock



d.
Merger
or
Consolidation



1.
SEC

Form
No.
F‐101
or
F‐102



 
 

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2.
Requirements
for
merger
or
consolidation



VIII.

DISSOLUTION


(by
shortening
corporate
term
)



1.
 
 Directors’
 
 Certificate
 
 –
 a
 
 notarized
 document
 signed
 by
 
 a
 
 majority
 of
 the
 directors

/trustees
 
 and
 
 the
 
 corporate
 secretary
 ,
 certifying
 the
 amendment
 of
 the
 
 Articles
 of

Incorporation
 shortening
 the
 corporate
 term,
 the
 votes
 of
 the
 directors/trustees
 and

stockholders
/members,
and
the
date
and
place
of
the
stockholders’/members’
meeting

2.

Amended
Articles
of
Incorporation

3.
 
 Audited
 financial
 statements
 as
 of
 date
 of
 the
 stockholders
 ’
 meeting
 approving
 the

dissolution
or
any
date
thereafter
but
not
earlier
than
60
days
prior
to
the
date
of
filing
of
the

application

4.

List
of
creditors,
if
any,
and
the
consent

of
the
creditors,
or
certification
as
to
non‐
existence

of
creditors

5.

BIR
tax
clearance

6.

Publisher’s
affidavit
of
the
publication
of
the

notice
of

dissolution
of
the
corporation
(once
a

week
for

three

[3]
consecutive
weeks)

7.


Indorsement
/clearance
from
other
government
agencies,
if
applicable



Note:

In
cases
where
there
are
creditors
and

the
consent
of

the
creditors
was
not
secured,
the

application
should
be
in
the

form
of
a
petition
to
be
filed
with
Office
of
General
Counsel

of
the
SEC.


 
 

IX.

QUASI‐REORGANIZATION



1.

Letter
requesting
approval

to
undergo
quasi‐reorganization

2.

Certification,

under
oath,

by
the
corporate
secretary
,
on
the

board
resolution
approving

the
quasi‐reorganization

3.
 Appraisal
 report
 of
 the
 fixed
 assets
 (real
 properties,
 permanently
 installed
 fixed
 assets
 and

machineries
and
equipment
directly
needed
and
actually
used
in
the
business)

4.

Schedules
showing
the
details
of
the
appraised
properties

5.

Latest
audited
financial
statements
of
the
corporation,
stamped
received
by

the
SEC
and
the

BIR

6.

Analysis
of
the
revaluation
increment

7.

Projected
financial
statements
for
the
next
five
(5)
years



X.

EQUITY
RESTRUCTURING



1.

Letter
requesting
approval
to
undergo
equity
restructuring

2.

Certification,
under
oath,
by
the
corporate
secretary,
on
the
board
resolution
approving
the

equity
restructuring
plan

3.

Audited
financial
statements
as
of
the
last
fiscal
year,
stamped
received
by
the
SEC
and
the

BIR



XI.


CREATION
OF
ADDITIONAL
PAID‐IN
CAPITAL



 
 

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1.

Letter
requesting
approval
for
the
creation
of
the
additional
paid
in
capital

2.

Certification,

under
oath,

by
the
corporate
secretary,
on
the
board
resolution
approving
the


creation
of
the
additional
paid‐in
capital

3.

Audited
financial
statements
as
of
the
last
fiscal
year,
stamped
received
by
the
SEC
and
the

BIR



Note:
 For
 additional
 requirements:
 Refer
 to
 the
 additional
 requirements
 for
 Increase
 of
 the

Authorized
Capital
Stock
depending
on
the
kind
of

payment
on
subscription



XII.

CASH
DIVIDEND
DECLARATION



1.

Certification,

under
oath,
by
the
corporate
secretary
,
on
the
board
resolution
declaring
the

cash
dividends

2.

Audited
financial
statements
as
of
the
last
fiscal
year,
stamped
received
by
the
SEC
and
the

BIR

3.
Audited
financial
statements
used
as
the
basis
for
such
declaration
stamped
received
by
the

SEC
and
the
BIR

(to
be
submitted
also
if
the
basis
is
other
than
item
2)



XIII.


STOCK
DIVIDEND
DECLARATION



1.

Certification,

under
oath,
by
the
corporate
secretary
,
on
the
declaration
of
stock
dividends

by
majority
of
the
directors
and

the
stockholders
representing
at
least
2/3
of
the
outstanding

capital
stock

2.

Audited
financial
statements
as
of
the
last
fiscal
year,
stamped
received
by
the
SEC
andthe

BIR

3.

Audited
financial
statements
used
as
the
basis
for
such
declaration,
stamped
received
bythe

SEC
and
the
BIR
(to
be
submitted
also
if
the
basis
is
other
than
item
2)

4.

List
of
stockholders

as
of
the
date
of
meeting
approving
the
declaration,
with
the
respective

subscribed
 capital
 stock
 
 of
 each
 stockholder
 
 and
 with
 the
 allocation
 of
 the
 stock
 dividend,

certified
by
the
corporate
secretary

5.

Analysis
of
Capital
Structure,
signed
by
the
treasurer,
under
oath

6.

Company
Data
Maintenance
Form



XIV.

PROPERTY
DIVIDEND
DECLARATION



1.

Certification,

under
oath,
by
the
corporate
secretary,
on
the
board
resolution
declaring
the

property
dividends

2.
 
 List
 of
 stockholders
 and
 the
 allocation
 of
 the
 property
 dividend,
 certified
 by
 the
 corporate

secretary

3.

Audited
financial
statements
as
of
the
last
fiscal
year,
stamped
received
by
the
SEC
and
the

BIR

4.

Detailed
schedule
of
the
property
account
appearing
in
the
audited
financial
statements

5.

Certification
by
the
president
that
the
property
is
no
longer
needed
in
the
operation
of
the

company



 
 

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XV.

CERTIFICATION
OF
PAID‐UP
CAPITAL/CAPITAL
STRUCTURE



1.

Request
for
certification

2.

Audited
financial
statements

as
of
the
last
fiscal
year,
stamped
received
by

the
SEC
andthe

BIR

3.
 
 List
 of
 stockholders,
 showing
 the
 names
 and
 the
 subscribed
 and
 paid‐up
 capital
 of
 each

stockholder,
certified
by
the
corporate
secretary



Note:
For
additional
requirements
in
case
the
payment
to
subscription
came
in
after
the
balance

sheet
 date:
 
 Refer
 to
 the
 additional
 requirements
 for
 Increase
 of
 Authorized
 Capital

Stock
depending
on
the
kind
of
payment
on
subscription



XVI.


CERTIFICATION
OF
PERCENTAGE
OF
OWNERSHIP



1.

Request
for
certification

2.
 
 List
 of
 stockholders
 ,
 showing
 the
 names,
 nationalities,
 amount
 subscribed
 and
 paid‐up

capital
of
each
stockholder,
certified
by
corporate
secretary

3.

Audited
financial
statements
as
of
the
last
fiscal
year,
stamped
received
by
the
SEC
and
the

BIR

4.

Stock
and
transfer
book
of
the
corporation
(to
be
presented
for
verification)



XVII.


CREATION
OF
BONDED
INDEBTEDNESS



1.

Certificate
of
creation
of
bonded
indebtedness

2.

Audited
financial
statements
as
of
the
last
fiscal
year,
stamped
received
by
the
SEC
and
the

BIR

3.

If
item
2
is
more
than
six
(6)
months
old:

Unaudited
financial
statements
for
the
current
year

period,
certified
by
the
company
accountant

4.
 
 List
 of
 the
 company’s
 properties
 ,
 with
 
 the
 book,
 appraised
 or
 bondable
 values
 of
 the

properties
 
 which
 will
 be
 used
 to
 secure
 the
 projected
 bond
 issues,
 certified
 
 by
 the
 company

accountant
or
comptroller

5.

Projected
financial
statements,

showing
the
utilization
of
the
proceeds
of
the
bonds
and
the

redemption
of
the
bond
issues,
signed
by
the
company
accountant
or
comptroller

6.

Trust
indenture,
signed
by
the
corporation
and
the
trustee

7.

Sample
form
of
the
mortgaged
bond
certificate
to
be
issued



XVIII.


CONFIRMATION
OF
VALUATION



1.


SEC
Form
10‐1/letter
request
confirming
the
valuation

2.

Certification,
under
oath,
by
the
corporate
secretary,

on
the
board
resolution
approving
the

additional
issuance
of
shares
of
stock

3.

Audited
financial
statements
as
of
the
last
fiscal
year,

stamped

received
by
the
SEC
and
the


BIR



 
 

 2
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 1
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4.
 
 List
 of
 stockholders,
 with
 the
 nationalities,
 amount
 subscribed
 and
 paid
 up,
 and
 the

subscribers
to
the
new
shares,
signed
by
the
corporate
secretary,
under
oath



Note:
 For
 additional
 requirements:
 Refer
 to
 the
 additional
 requirements
 for
 Increase
 of

Authorized
Capital
Stock
depending
on
kind
of
payment



XIX.

VOTING
TRUST
AGREEMENTS



1.


Voting
Trust
Agreement

2.


Certification
on
the
number
of
shares
of
trustees,
signed
by
the
corporate
secretary



***
 ***
 ***



C.

FOR
FOREIGN
CORPORATIONS



I.


DEPOSIT
OR
SUBSTITUTION
OF
SECURITIES
DEPOSITED
BY
THE
BRANCHOFFICE



1.

Cover
letter
requesting
acceptance
of
the
securities
deposit

2.

Photocopy
of
the
confirmation
of
sale
or
original
copy
of
the
government
bonds

3.
 
 Letter
 request
 for
 earmarking
 of
 treasury
 bills
 for
 SEC
 deposit,
 stamped
 received
 by
 the

Bureau
of
Treasury

4.

Audited
financial
statements
as
of
the
last
fiscal
year,
stamped
received
by

the
SEC
and
the

BIR



II.


WITHDRAWAL
OF
LICENSE
OF
FOREIGN
CORPORATIONS



1.

Petition

for

withdrawal
of
license

2.

Authenticated
copy
of
the
board
resolution
approving
the
withdrawal

3.

Audited
financial
statements
as
of
the
last
fiscal
year,
stamped
received
by
the
SEC
and
the

BIR

4.

List
of
creditors,
if
any,
and
consent
of

each
creditor,
or
certification
as
to
non‐existence
of

creditors

5.

Original
license
issued
by
the
SEC

6.

Publisher’s
affidavit
evidencing
the
publication
of
the
notice
of
withdrawal
(once
a
week
for

three
[3]
consecutive
weeks)

7.

BIR
tax
clearance



III.
 
 
 WITHDRAWAL
 OF
 LICENSE
 OF
 AREA
 OR
 REGIONAL
 HEADQUARTERSand
 REGIONAL
 OPERATING

HEADQUARTERS



1.



Petition
for
withdrawal
of
license

2.



Authenticated
copy
of
the
board
resolution
approving
the
withdrawal

3.



Original
license
issued
by
the
SEC

4.



Indorsement
by
the
BOI





 
 

 2
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LAW
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 7

IV.
AMENDMENT
OF
LICENSE
OF
FOREIGN
CORPORATIONS



Basic
Requirements



1.


Petition
for
amendment
of
license

2.


Board
resolution
approving
the
amendments



Additional
requirements



a.
Amendment
of
corporate/partnership
name

a.1.
Name

Verification
Slip

a.2.
Affidavit
of

a
director/partner
undertaking
to
change
company
name

b.

Change/appointment
of
resident
agent

b.1.
Board
resolution
or
letter
of
appointment

b.2.
Acceptance
by

the
resident
agent



MINIMUM
PAID‐UP
CAPITAL
REQUIREMENT



BASED
ON
INDUSTRY:



Break
Bulk
Agent



 
 
 
 
 
 
 P







250,000.00

Cargo
Consolidator


 
 
 
 
 
 
 P







400,000.00

Financing
Company

Metro
Manila
and
other
1st
class
cities



 
 
 P


10,000,000.00

Other
classes
of
cities



 
 
 
 
 P




5,000,000.00

Municipalities




 
 
 
 
 
 P




2,500,000.00

Freight
Forwarders

Domestic


 
 
 
 
 
 
 P







250,000.00

International


 
 
 
 
 
 
 P




2,000,000.00

Health
Maintenance
Organization


 
 
 
 
 P


10,000,000.00



Insurance

Insurance
Broker


 
 
 
 
 
 P


20,000,000.00

Reinsurance
Broker


 
 
 
 
 
 P


20,000,000.00

Insurance
Broker
and
Reinsurance
Broker


 
 
 P


50,000,000.00

Life
Insurance
Company



 
 
 
 
 P1,000,000,000.00

Non‐Life
Insurance
Company



 
 
 
 P1,000,000,000.00

Reinsurance
Company




 
 
 
 P2,000,000,000.00

Investment
Adviser/Manager


 
 
 
 P


10,000,000.00

Investment
Company


 
 
 
 
 P


50,000,000.00

Investment
House


 
 
 
 
 
 P
300,000,000.00

Mining


 
 
 
 
 
 P




2,500,000.00

Non‐Vessel
Operating
Common
Carrier



 
 P




4,000,000.00

Pawnshop


 
 
 
 
 
 
 P







100,000.00

Pre‐Need
Plan
Issuer



 
 
 
 
 P100,000,000.00

Pre‐Need
Plan
Agent



 
 
 
 
 P




5,000,000.00



 
 

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Recruitment
for
Local
Employment

Corporation


 
 
 
 
 
 
 P







500,000.00

Partnership


 
 
 
 
 
 
 P







200,000.00

Recruitment
for
Overseas
Employment



 
 
 P




2,000,000.00

Retail
Trade
with
Foreign
Equity


 
 
 
 US$2,500,000.00



School
(for
stock
corporations)

Elementary
Education


 
 
 
 
 P




1,000,000.00

Elementary
&
Secondary
Education


 
 
 
 P




2,500,000.00

Elementary,
Secondary,
Tertiary,
Post/Graduate
Education

P




5,000,000.00



Security
Agency


 
 
 
 
 
 
 P







500,000.00

Securities
Broker/Dealer
 
 
 
 
 
 P
100,000,000.00

(New/SRO‐Member)

Securities
Broker/Dealer
 
 
 
 
 
 P


10,000,000.00

(Existing/SRO‐Member)

Securities
Broker/Dealer
in
Proprietary
Shares
 
 
 P




5,000,000.00

(Non‐SRO‐Member)

Special
Purpose
Vehicle


 
 
 
 
 
 P


31,250,000.00

Special
Purpose
Corporation


 
 
 
 
 
 P




5,000,000.00

Transfer
Agent



 
 
 
 
 
 
 P




1,000,000.00



BASED
ON
FOREIGN
EQUITY:



Domestic

Corporations
with
more
than
40%

foreign
equity

‐
Domestic
Market
Enterprise

 
 
 
 US$


200,000.00

‐
Export
Market
Enterprise


 
 
 
 
 P











5,000.00

Foreign
Branch
Office

‐
Domestic
market
enterprise


 
 
 
 US$


200,000.00

‐
Export
market
enterprise


 
 
 
 
 P











5,000.00

Partnership
with
foreign
partner

‐
Domestic
market
enterprise


 
 
 
 US$


200,000.00

‐
Export
market
enterprise


 
 
 
 
 P










3,000.00

Foreign
Representative
Office


 
 
 
 
 US$




30,000.00

Regional
Area
Headquarters
(RHQ)


 
 
 
 
 US$




50,000.00

Regional
Operating
Headquarters
(ROHQ)


 
 
 
 US$


200,000.00



















 
 

 2
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 1
ATENEO
LAW
3D
’08‐‘09
 9

BUSINESSES
REQUIRING
ENDORSEMENTS
FROM
OTHER
GOVERNMENT
AGENCIES
*



Air
Transport
 Civil
Aeronautics
Board

Banks,
 Pawnshops
 or
 other
 Financial
 Bangko
Sentral
ng
Pilipinas

Intermediaries
with
Quasi‐Banking
Functions

Charitable
Institutions
 Department
of
Social
Welfare
and
Development

Educational
Institutions
(stock
and
non‐stock)
 Elementary
to
High
School:
Department
of

Education

College,
Tertiary
Course:
Commission
of
Higher

Education

Technical
 Vocational
 Course:
 Technical
 Education

Skills
and
Development
Authority

Electric
Power
Plants
 Department
of
Energy

Hospitals/
Health
 Department
of
Health

Insurance
 Insurance
Commission

Neighborhood
 Housing
and
Land
Use
Regulatory
Board

Professional
Associations
 Professional
Regulation
Commission

Radio,
TV,
Telephone
 National
Telecommunications
Commission

Recruitment
for
Overseas
Employment
 Philippine
Overseas
Employment
Administration

Security
Agency
 Philippine
National
Police

Water
Transport/Shipbuilding/Ship
Repair
 Maritime
Industry
Authority


• Indorsements,
if
applicable,
shall
form
part
of
the
registration
papers















































 
 

 2
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ATENEO
LAW
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’08‐‘09
 0



SEC
EXPRESS
FORMS
FOR
INCORPORATION



ARTICLES
OF
INCORPORATION

OF

____________________________________________________________________



KNOW
ALL
MEN
BY
THESE
PRESENTS:



That
 we,
 all
 of
 legal
 age,
 citizens
 and
 residents
 of
 the
 Republic
 of
 the
 Philippines,
 have
 this
 day

voluntarily
associated
ourselves
together
for
the
purpose
of
forming
a
corporation
under
the
laws
of
the

Philippines.



AND
WE
HEREBY
CERTIFY:



FIRST:
That
the
name
of
the
said
corporation
shall
be:

________________________________________________________________________



SECOND:
That
the
purposes
for
which
said
corporation
is
formed
are:


 

A.
_______________________________________________________________

B.
That
the
corporation
shall
have
all
the
express
powers
of
a
corporation
as
provided
for
under

section
36
of
the
Corporation
Code
of
the
Philippines.



THIRD:
That
the
place
where
the
principal
office
of
the
corporation
is
to
be
established
is
at:

_____________________________________________________________________________________

_____________________________________________________________________________________

FOURTH:
That
the
term
of
for
which
the
corporation
is
to
exist
is
FIFTY
(50)
years
from
and
after

the
date
of
issuance
of
the
certificate
of
incorporation.



FIFTH:
That
the
names,
nationalities,
and
residences
of
the
incorporators
are
as
follows;



Name
 Nationality
 Address


 
 


 
 


 
 


 
 


 
 


 
 



SIXTH:
That
the
number
of
directors
of
the
corporation
is
five
(5)
who
are
also
the
incorporators.



SEVENTH:
 That
 the
 authorized
 capital
 stock
 of
 the
 corporation
 is

__________________________(
 
 
 
 
 
 
 
 
 
 )pesos
 in
 lawful
 money
 of
 the
 Philippines,
 divided
 into

________________________shares
with
a
par
value
of
____________________pesos
per
share.





 
 

 2
[LEGAL
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 1

EIGHT:
That
the
subscribers
to
the
capital
stock
and
the
amount
paid‐in
to
their
subscription
are

as
follows.

Name
 Nationality
 No.
 of
 shares
 Amount
 Amount
Paid

Subscribed
 Subscribed


 
 
 
 


 
 
 
 


 
 
 
 


 
 
 
 


 
 
 
 

Total
 
 
 
 



NINTH:
 That
 no
 transfer
 of
 stock
 or
 interest
 which
 would
 reduce
 the
 ownership
 of
 Filipino

citizens
 to
 less
 than
 the
 required
 percentage
 of
 the
 capital
 stock
 as
 provided
 by
 existing
 laws
 shall
 be

allowed
or
permitted
to
be
recorded
in
the
proper
books
of
the
corporation
and
this
restriction
shall
be

indicated
in
all
the
stock
certificates
issued
by
the
corporation.



TENTH:
That
_______________________
has
been
elected
by
the
subscribers
as
treasurer
of
the

corporation
 to
 act
 as
 such
 until
 his
 successor
 is
 duly
 elected
 and
 qualified
 in
 accordance
 with
 the
 by‐
laws;
and
that
as
such
Treasurer,
he/she
has
been
authorized
to
receive
for
and
in
the
name
and
for
the

benefit
of
the
corporation,
all
subscriptions
paid
in
by
the
subscribers.



ELEVENTH:
 That
 the
 incorporators
 undertake
 to
 change
 the
 name
 of
 the
 corporation

immediately
 upon
 receipt
 of
 notice
 or
 directive
 from
 the
 Securities
 and
 Exchange
 Commission
 that

another
corporation,
partnership
or
person
has
acquired
a
prior
right
to
the
use
of
that
name
or
that
the

name
has
been
declared
misleading,
deceptive,
confusingly
similar
to
a
registered
name,
or
contrary
to

public
morals,
good
customs
or
public
policy.



In
 witness
 whereof,
 we
 have
 set
 our
 hands
 this
 __________
 of
 ___________,
 200__
 at

___________________________.




 


 



___________________
 

___________________

TIN
No.

_____________
 TIN
No.

_____________


 


 



___________________
 

___________________

TIN
No.

_____________
 TIN
No.

_____________


 


 



___________________
 

___________________

TIN
No.

_____________
 TIN
No.

_____________


 





___________________

TIN
No.

_____________



 
 

 2
[LEGAL
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MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 2





SIGNED
IN
THE
PRESENCE
OF:






 

____________________
 ____________________


 





ACKNOWLEDGEMENT



Republic
of
the
Philippines)


 
 
 




)
S.S.







BEFORE
ME,
a
Notary
Public
in
and
for
___________________,
Philippines,
this
__________
day

of
__________________
personally
appeared:





NAME
 VALID
PROOF
OF
IDENTITY

 
 DATE
&
PLACE
ISSUED



All
known
to
me
and
to
me
known
to
be
the
same
persons
who
executed
the
foregoing
Articles

of
Incorporation
and
they
acknowledged
to
me
that
the
same
is
their
free
and
voluntary
act
and
deed.



IN
TESTIMONY
WHEREOF,
I
have
hereunto
set
my
hand
and
affixed
my
notarial
seal
on
the
date

and
at
the
place
first
above
written.





NOTARY
PUBLIC

Until
December
31,
20__



Doc.
No.
________;

Page
No.
________;

Book
No.
_______;

Series
of
________;





TREASURER’S
AFFIDAVIT



Republic
of
the
Philippines}

City
of




































}

S.S.

Province
of



























}



I,
_______________________________,
being
duly
sworn,
depose
and
say:





 
 

 2
[LEGAL
FORMS
MANUAL]
 2
ATENEO
LAW
3D
’08‐‘09
 3

That
 I
 have
 been
 elected
 by
 the
 subscribers
 of
 the
 corporation
 as
 Treasurer
 thereof,
 to
 act
 as

such
 until
 my
 successor
 has
 been
 duly
 elected
 and
 qualified
 in
 accordance
 with
 the
 by‐laws
 of
 the

corporation,
and
that
as
such
Treasurer,
I
hereby
certify
under
oath
that
at
least
25%
of
the
authorized

capital
stock
of
the
corporation
has
been
subscribed
and
at
least
25%
of
the
subscription
has
been
paid,

and
received
by
me
in
cash
for
the
benefit
and
credit
of
the
corporation.



This
is
also
to
authorize
the
Securities
and
Exchange
Commission
and
Bangko
Sentral
ng
Pilipinas

to
 examine
 and
 verify
 the
 deposit
 in
 the
 ________________________,
 __________________
 in
 my

name
as
treasurer
in
trust
for
________________________________________________________in
the

amount
 of
 
 __________________________________(________
 ___
 ___
 __)representing
 the
 paid
 up

capital
of
the
corporation
which
is
in

the
process
of
incorporation.
This
authority
is
valid
and
inspection

of
 said
 deposit
 may
 be
 made
 even
 after
 the
 issuance
 of
 the
 Certificate
 of
 Incorporation
 to
 the

corporation.
Should
the
deposit
be
transferred
to
another
bank
prior
to
or
after
incorporation,
this
will

serve
 as
 authority
 to
 verify
 and
 examine
 the
 same.
 The
 representative
 of
 the
 Securities
 and
 Exchange

Commission
 is
 also
 authorized
 to
 examine
 the
 pertinent
 books
 and
 records
 of
 accounts
 of
 the

corporation
as
well
as
all
supporting
papers
to
determine
the
utilization
and
disbursement
of
the
said

paid

up
capital.



In
 case
 the
 said
 paid
 up
 capital
 is
 not
 deposited
 or
 withdrawn
 prior
 to
 the
 approval
 of
 the

articles
of
incorporation,
I,
on
behalf
of
the
above
named
corporation,
waive
our
right
to
a
notice
and

hearing
in
the
revocation
of
our
Certificate
of
Incorporation.



__________________

Treasurer



SUBSCRIBED
AND
SWORN
to
before
me
this
____day
of
_____at
________,
Philippines,
affiant

exhibiting
to
me
his
Community
Tax
Certificate
No.__________
issued
at
_
___
___,
on

____________.



NOTARY
PUBLIC

Until
Dec.
31,
20__



Doc.
No.________;




























 
 
 
 
 
 

Page
No.
________;









































































































 

Book
No.
_______;

Series
of
________;





BY
‐
LAWS

OF

___________________________________________________________________





ARTICLE

I

SUBSCRIPTION,
ISSUANCE
AND
TRANSFER
OF
SHARES





 
 

 2
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 2
ATENEO
LAW
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’08‐‘09
 4

Section
1.
Subscriptions
‐
Subscribers
to
the
capital
stock
of
the
corporation
shall
pay
the
value

of
the
stock
in
accordance
with
the
terms
and
conditions
prescribed
by
the
Board
of
Directors.
Unpaid

subscriptions
shall
not
earn
interest
unless
determined
by
the
Board
of
Directors.



Section
 2.
 Certificate
 ‐
 
 
 The
 stockholder
 shall
 be
 entitled
 to
 one
 or
 more
 certificates
 for
 fully

paid
stock
subscription
in
his
name
in
the
books
of
the
corporation.

The
certificates
shall
contain
the
matters
required
by
law
and
the
Articles
of
Incorporation.


They
shall

be
 in
 such
 form
 and
 design
 as
 may
 be
 determined
 by
 the
 Board
 of
 Directors
 and
 numbered

consecutively.
 
 
 The
 certificate
 shall
 be
 signed
 by
 the
 President,
 countersigned
 by
 the
 Secretary
 or

Assistant
Secretary,

and
sealed
with
the
corporate
seal.



Section
 3.
 Transfer
 of
 Shares
 ‐
 
 
 Subject
 to
 the
 restrictions,
 terms
 and
 conditions
 contained
 in

the
 Articles
 of
 Incorporation,
 shares
 may
 be
 transferred,
 sold,
 assigned
 or
 pledged
 by
 delivery
 of
 the

certificates
 duly
 indorsed
 by
 the
 stockholder,
 his
 attorney‐in‐fact,
 or
 other
 legally
 authorized
 person.


The
transfer
shall
be
valid
and
binding
on
the
corporation
only
upon
record
thereof
in
the
books
of
the

corporation.
 
 The
 Secretary
 shall
 cancel
 the
 stock
 certificates
 and
 issue
 new
 certificates
 to
 the

transferee.



No
share
of
stock
against
which
the
corporation
holds
unpaid
claim
shall
be
transferable
in
the

books
of
the
corporation.



All
 certificates
 surrendered
 for
 transfer
 shall
 be
 stamped
 “Cancelled”
 on
 the
 face
 thereof,



together
 with
 the
 date
 of
 cancellation,
 
 and
 attached
 to
 the
 corresponding
 stub
 with
 the
 certificate

book.



Section
 4.
 Lost
 Certificates
 ‐
 
 
 In
 case
 any
 stock
 certificate
 is
 lost,
 stolen,
 or
 destroyed,
 a
 new

certificate
may
be
issued
in
lieu
thereof
in
accordance
with
the
procedure
prescribed
under
Section
73

of
the
Corporation
Code.



ARTICLE
II

MEETINGS
OF
STOCKHOLDERS



Section
1.
Annual
/
Regular
Meetings
‐


The
annual
/
regular
meetings
of
stockholders
shall
be

held
at
the
principal
office
on
____________of

each
year,

if
a
legal
holiday,

then
on
the
day
following.



Section
2.
Special
Meeting
‐


The
special
meetings
of
stockholders,
for
anypurpose
or
purposes,

may
at
any
time
be
called
by
any
of
the
following:

(a)

Board
ofDirectors,

at
its
own
instance,

or
at
the

written
request
of
stockholders
representing
a
majority
of
the
outstanding
capital
stock,

(b)
President.



Section
3.
Place
of
Meeting
‐


Stockholders
meetings,
whether
regular
or
special,
shall
be
held
in

the
principal
office
of
the
corporation
or
at
any
place
designated
by
the
Board
of
Directors
in
the
city
or

municipality
where
the
principal
office
of
the
corporation
is
located.



Section
4.
Notice
of
Meeting
‐


Notices
for
regular
or
special
meetings
of
stockholders
may
be

sent
 by
 the
 Secretary
 by
 personal
 delivery
 or
 by
 mail
 at
 least
 two
 (2)
 weeks
 prior
 to
 the
 date
 of
 the



 
 

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meeting
to
each
stockholder
of
record
at
his
last
known
address.


The
notice
shall
state
the
place,
date

and
hour
of
the
meeting,
and
the
purpose
or
purposes
for
which
the
meeting
is
called.



When
 the
 meeting
 of
 stockholders
 is
 adjourned
 to
 another
 time
 or
 place,
 it
 shall
 not
 be

necessary
 to
 give
 any
 notice
 of
 the
 adjourned
 meeting
 if
 the
 time
 and
 place
 to
 which
 the
 meeting
 is

adjourned
 are
 announced
 at
 the
 meeting
 at
 which
 the
 adjournment
 is
 taken.
 
 
 At
 the
 reconvened

meeting,
any
business
may
be
transacted
that
might
have
been
transacted
on
the
original
date
of
the

meeting.



Section
 5.
 Quorum
 ‐
 
 
 Unless
 otherwise
 provided
 by
 law,
 in
 all
 regular
 or
 special
 meeting
 of

stockholders,
 a
 majority
 of
 the
 outstanding
 capital
 stock
 must
 be
 present
 or
 represented
 in
 order
 to

constitute
 a
 quorum.
 
 
 If
 no
 quorum
 is
 constituted,
 the
 meeting
 shall
 be
 adjourned
 until
 the
 requisite

amount
of
stock
shall
be
present.



Section
 6.
 Conduct
 of
 Meeting
 ‐
 
 
 Meeting
 of
 the
 stockholders
 shall
 be
 presided
 over
 by
 the

President,
or
in
his
absence,
by
a
chairman
to
be
chosen
by
the
stockholders.
The
Secretary,
shall
act
as

Secretary
of
every
meetings,
but
if
not
present,
the
chairman
of
the
meeting
shall
appoint
a
secretary
of

the
meeting.



Section
7.
Manner
of
Voting
‐


At
all
meetings
of
stockholders,
a
stockholder
may
vote
in
person

or
by
proxy.


Unless
otherwise
provided
in
the
proxy,
it
shall
be
valid
only
for
the
meeting
at
which
it

has
been
presented
to
the
Secretary.

All
proxies
must
be
in
the
hands
of
the
Secretary
before
the
time

set
for
the
meeting.

Proxies
filed
with
the
Secretary
may
be
revoked
by
the
stockholders
either
in
an

instrument
in
writing
duly
presented
and
recorded
with
the
Secretary,


prior
to
a
scheduled
meeting
or

by
their
personal
presence
at
the
meeting.





Section
8.
Closing
of
Transfer
Books
or
Fixing
of
Record
Date
‐


For
the
purpose
of
determining

the
stockholders
entitled
to
notice
of,
or
to
vote
at,

any
meeting
of
stockholders
or
any
adjournment

thereof
or
to
receive
payment
of
any
dividend,

the
Board
of
Directors
may
provide
that
the
stock
and

transfer
books
be
closed
for
ten
(10)
working
days
immediately
preceding
such
meeting.



ARTICLE
III

BOARD
OF
DIRECTORS



Section
 1.
Powers
of
the
Board
‐


Unless
otherwise
provided
by
law,
the
corporate
powers
of

the
corporation
shall
be
exercised,
all
business
conducted
and
all
property
of
the
corporation
controlled

and
 held
 by
 the
 Board
 of
 Directors
 to
 be
 elected
 by
 and
 from
 among
 the
 stockholders.
 
 
 Without

prejudice
to
such
powers
as
may
be
granted
by
law,
the
Board
of
Directors
shall
also
have
the
following

powers:



a.)


From
time
to
time,
to
make
and
change
rules
and
regulations
not
inconsistent
with
these

by‐laws
for
the
management
of
the
corporation’s
business
and
affairs;



b.)


To
purchase,
receive,
take
or
otherwise
acquire
for
and
in
the
name
of
the
corporation,
any

and
all
properties,
rights,
or
privileges,

including
securities
and
bonds
of
other
corporations,

for



 
 

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such
 consideration
 and
 upon
 such
 terms
 and
 conditions
 as
 the
 Board
 may
 deem
 proper
 or

convenient;



c.)
 
 
 To
 invest
 the
 funds
 of
 the
 corporation
 in
 other
 corporations
 or
 for
 purposes
 other
 than

those
for
which
the
corporation
was
organized,
subject
to
such
stockholders’
approval
as
 may

be
required
by
law;



d.)
 
 
 To
 incur
 such
 indebtedness
 as
 the
 Board
 may
 deem
 necessary,
 to
 issue
 evidence
 of

indebtedness
 including
 without
 limitation,
 notes,
 
 deeds
 of
 trust,
 bonds,
 debentures,
 or

securities,
 subject
 to
 such
 stockholders
 approval
 as
 may
 be
 required
 by
 law,
 
 and/or
 pledge,


mortgage,
or
otherwise
encumber
all
or
part
of
the
properties
of
the
corporation;



e.)


To
establish
pension,
retirement,
bonus,
or
other
types
of
incentives
or
compensation
plans

for
the
employees,
including
officers
and
directors
of
the
corporation;



f.)
 
 
 To
 prosecute,
 maintain,
 defend,
 compromise
 or
 abandon
 any
 lawsuit
 in
 which
 the

corporation
or
its
officer
are
either
plaintiffs
or
defendants
in
connection
with
the
business
of

the
corporation;



g.)
 
 
 To
 delegate,
 from
 time
 to
 time,
 any
 of
 the
 powers
 of
 the
 Board
 which
 may
 lawfully
 be

delegated
 in
 the
 course
 of
 the
 current
 business
 of
 the
 corporation
 to
 any
 standing
 or
 special

committee
or
to
any
officer
or
agent
and
to
appoint
any
person
to
be
agent
of
the
corporation

with
such
powers
and
upon
such
terms
as
may
be
deemed
fit;



h.)
 
 
 To
 implement
 these
 by‐laws
 and
 to
 act
 on
 any
 matter
 not
 covered
 by
 these
 by‐laws,

provided
 such
 matter
 does
 not
 require
 the
 approval
 or
 consent
 of
 the
 stockholders
 under
 the

Corporation
Code.



Section
 2.
 Election
 and
 Term
 ‐
 
 
 The
 Board
 of
 Directors
 shall
 be
 elected
 during
 each
 regular

meeting
of
stockholders
and
shall
hold
office
for
one
(1)
year
and
until
their
successors
are
elected
and

qualified.



Section
3.
Vacancies
‐


Any
vacancy
occurring
in
the
Board
of
Directors
other
than
by
removal

by
 the
 stockholders
 or
 by
 expiration
 of
 term,
 may
 be
 filled
 by
 the
 vote
 of
 at
 least
 a
 majority
 of
 the

remaining
 directors,
 if
 still
 constituting
 a
 quorum;
 otherwise,
 the
 vacancy
 must
 be
 filled
 by
 the

stockholders
at
a
regular
or
at
any
special
meeting
of
stockholders
called
for
the
purpose.


A
director
so

elected
to
fill
a
vacancy
shall
be
elected
only
for
the
unexpired
term
of
his
predecessor
in
office.



The
 vacancy
 resulting
 from
 the
 removal
 of
 a
 director
 by
 the
 stockholders
 in
 the
 manner

provided
by
law
may
be
filled
by
election
at
the
same
meeting
of
stockholders
without
further
notice,


or
at
any
regular
or
at
any
special
meeting
of
stockholders
called
for
the
purpose,

after
giving
notice
as

prescribed
in
these
by‐laws.



Section
4.
Meetings
‐


Regular
meetings
of
the
Board
of
Directors
shall
be
held
once
a
month
on

such
 dates
 and
 at
 places
 as
 may
 be
 called
 by
 the
 Chairman
 of
 the
 Board,
 or
 upon
 the
 request
 of
 a

majority
of
the
Directors.



 
 

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Section
 5.
Notice
‐


Notice
of
the
regular
or
special
meeting
of
the
Board,
specifying
the
date,

time
and
place
of
the
meeting,
shall
be
communicated
by
the
Secretary
to
each
director
personally,

or

by
telephone,
telegram,
or
by
written
message.
A
director
may
waive
this
requirement,
either
expressly

or
impliedly.



Section
 6.
 Quorum
 ‐
 
 
 A
 majority
 of
 the
 number
 of
 directors
 as
 fixed
 in
 the
 Articles
 of

Incorporation
shall
constitute
a
quorum
for
the
transaction
of
corporate
business
and
every
decision
of

at
least
a
majority
of
the
directors
present
at
a
meeting
at
which
there
is
a
quorum
shall
be
valid
as
a

corporate
 act,
 except
 for
 the
 election
 of
 officers
 which
 shall
 require
 the
 vote
 of
 a
 majority
 of
 all
 the

members
of
the
Board.



Section
7.
Conduct
of
the
Meetings
‐


Meetings
of
the
Board
of
Directors
shall
be
presided
over

by
 the
 Chairman
 of
 the
 Board,
 or
 in
 his
 absence,
 by
 any
 other
 director
 chosen
 by
 the
 Board.
 
 
 The

Secretary,
shall
act
as
secretary
of
every
meeting,

if
not
present,

the
Chairman
of
the
meeting,

shall

appoint
a
secretary
of
the
meeting.



Section
 8.
 Compensation
 ‐
 
 
 By‐
 resolution
 of
 the
 Board,
 
 
 each
 director
 shall
 receive
 a

reasonable
per
diem
allowance
for
his
attendance
at
each
meeting
of
the
Board.
As
compensation,
the

Board
 shall
 receive
 and
 allocate
 an
 amount
 of
 not
 more
 than
 ten
 percent
 (10%)
 of
 the
 net
 income

before
 income
 tax
 of
 the
 corporation
 during
 the
 preceding
 year.
 
 
 Such
 compensation
 shall
 be

determined
 and
 apportioned
 among
 the
 directors
 in
 such
 manner
 as
 the
 Board
 may
 deem
 proper,

subject
to
the
approval
of
stockholders
representing
at
least
a
majority
of
the
outstanding
capital
stock

at
a
regular
or
special
meeting
of
the
stockholders.



ARTICLE
IV

OFFICER



Section
 1.
 Election
 /
 Appointment
 ‐
 
 
 Immediately
 after
 their
 election,
 the
 Board
 of
 Directors

shall
formally
organize
by
electing
the
President,

the
Vice‐President,

the
Treasurer,
and
the
Secretary

at
said
meeting.




The
 Board
 may,
 from
 time
 to
 time,
 
 
 appoint
 such
 other
 officers
 as
 it
 may
 determine
 to
 be

necessary
 or
 proper.
 
 
 Any
 two
 (2)
 or
 more
 positions
 may
 be
 held
 concurrently
 by
 the
 same
 person,

except
that
no
one
shall
act
as
President
and
Treasurer
or
Secretary
at
the
same
time.



Section
2.
President
‐


The
President
shall
be
the
Chief
Executive
Officer
of
the
corporation
and

shall
exercise
the
following
functions:



a.)


To
preside
at
the
meetings
of
the
stockholders;



b.)


To
initiate
and
develop
corporate
objectives
and
policies
and
formulate
long
range
projects,


plans
 and
 programs
 for
 the
 approval
 of
 the
 Board
 of
 Directors,
 including
 those
 for
 executive

training,
development
and
compensation;





 
 

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c.)


To
supervise
and
manage
the
business
affairs
of
the
corporation
upon
the
direction
of
the

Board
of
Directors;



d.)
 
 
 To
 implement
 the
 administrative
 and
 operational
 policies
 of
 the
 corporation
 under
 his

supervision
and
control;



e.)
 
 
 To
 appoint,
 remove,
 suspend
 or
 discipline
 employees
 of
 the
 corporation,
 prescribe
 their

duties,
and
determine
their
salaries;



f.)
 
 
 To
 oversee
 the
 preparation
 of
 the
 budgets
 and
 the
 statements
 of
 accounts
 of
 the

corporation;



g.)


To
represent
the
corporation
at
all
functions
and
proceedings;



h.)
 
 
 To
 execute
 on
 behalf
 of
 the
 corporation
 all
 contracts,
 agreements
 and
 other
 instruments

affecting
the
interests
of
the
corporation
which
require
the
approval
of
the
Board
of
Directors.



i.)



To
make
reports
to
the
Board
of
Directors
and
stockholders;



j.)


To
sign
certificates
of
stock;



k.)
 
 
 To
 perform
 such
 other
 duties
 as
 are
 incident
 to
 his
 office
 or
 are
 entrusted
 to
 him
 by
 the

Board
of
Directors.



Section
 4.
 The
 Vice‐President
 ‐
 
 
 He
 shall,
 if
 qualified,
 act
 as
 President
 in
 the
 absence
 of
 the

latter.

He
shall
have
such
other
powers
and
duties
as
may
from
time
to
time
be
assigned
to
him
by
the

Board
of
Directors
or
by
the
President.



Section
5.
The
Secretary
‐


The
Secretary
must
be
a
resident
and
a
citizen
of
the
Philippines.


He

shall
have
the
following
specific
powers
and
duties:



a.) To
 record
 the
 minutes
 and
 transactions
 of
 all
 meetings
 of
 the
 directors
 and
 the

stockholders
and
to
maintain
minute
books
of
such
meetings
in
the
form
and
manner
required

by
law;



b.)
 
 
 To
 keep
 record
 books
 showing
 the
 details
 required
 by
 law
 with
 respect
 to
 the
 stock

certificates
 of
 the
 corporation,
 
 including
 ledgers
 and
 transfer
 books
 showing
 all
 shares
 of
 the

corporation
subscribed,

issued
and
transferred;



c.)


To
keep
the
corporate
seal
and
affix
it
to
all
papers
and
documents
requiring
a
seal,

and
to

attest
by
his
signature
all
corporate
documents
requiring
the
same;



d.)


To
attend
to
the
giving
and
serving
of
all
notices
of
the
corporation
required
by
law
or
these

by‐laws
to
be
given;





 
 

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e.)
 
 
 To
 certify
 to
 such
 corporate
 acts,
 countersign
 corporate
 documents
 or
 certificates,
 and

make
 reports
 or
 statements
 as
 may
 be
 required
 of
 him
 by
 law
 or
 by
 government
 rules
 and

regulations.



f.)


To
act
as
inspector
at
the
election
of
directors
and,
as
such,

to
determine
the
number
of

shares
 of
 stock
 outstanding
 and
 entitled
 to
 vote,
 
 the
 shares
 of
 stock
 represented
 at
 the

meeting,


the
existence
of
a
quorum,

the
validity
and
effect
of
proxies,
and
to
receive
votes,

ballots
 or
 consents,
 hear
 and
 determine
 questions
 in
 connection
 with
 the
 right
 to
 vote,
 count

and
 tabulate
 all
 votes,
 determine
 the
 result,
 and
 do
 such
 acts
 as
 are
 proper
 to
 conduct
 the

election.



g.)
To
perform
such
other
duties
as
are
incident
to
his
office
or
as
may
be
assigned
to
him
by
the

Board
of
Directors
or
the
President.



Section
6.
The
Treasurer
‐


The
Treasurer
of
the
corporation
shall
have
the
following
duties:



a.)
 
 
 To
 keep
 full
 and
 accurate
 accounts
 of
 receipts
 and
 disbursements
 in
 the
 books
 of
 the

corporation;



b.) To
 have
 custody
 of,
 
 and
 be
 responsible
 for,
 
 all
 the
 funds,
 
 securities
 and
 bonds
 of
 the

corporation;



c.)
 
 
 To
 deposit
 in
 the
 name
 and
 to
 the
 credit
 of
 the
 corporation,
 
 in
 such
 bank
 as
 may
 be

designated
 from
 time
 to
 time
 by
 the
 Board
 of
 Directors,
 
 all
 the
 moneys,
 funds,
 securities,

bonds,
 and
 similar
 valuable
 effects
 belonging
 to
 the
 corporation
 which
 may
 come
 under
 his

control;



d.)


To
render
an
annual
statement
showing
the
financial
condition
of
the
corporation
and
such

other
 financial
 reports
 as
 the
 Board
 of
 Directors,
 or
 the
 President
 may,
 from
 time
 to
 time

require;



e.)


To
prepare
such
financial
reports,


statements,
certifications
and
other
documents
which

may,
 from
 time
 to
 time,
 be
 required
 by
 government
 rules
 and
 regulations
 and
 to
 submit
 the

same
to
the
proper
government
agencies;



f.)


To
exercise
such
powers
and
perform
such
duties
and
functions
as
may
be
assigned
to
him

by
the
President.



Section
7.
Term
of
Office
‐


The
term
of
office
of
all
officers
shall
be
one
(1)
year
and
until
their

successors
are
duly
elected
and
qualified.



Section
 8.
 Vacancies
 ‐
 
 
 If
 any
 position
 of
 the
 officers
 becomes
 vacant
 by
 reason
 of
 death,

resignation,
 disqualification
 or
 for
 any
 other
 cause,
 the
 Board
 of
 Directors,
 
 
 by
 majority
 vote

may
elect
a
successor
who
shall
hold
office
for
the
unexpired
term.





 
 

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Section
 9.
 Compensation
 ‐
 
 
 The
 officers
 shall
 receive
 such
 renumeration
 as
 the
 Board
 of

Directors
may
determine.


A
director
shall
not
be
precluded
from
serving
the
corporation
in
any

other
capacity
as
an
officer,
agent
or
otherwise,
and
receiving
compensation
therefore.



ARTICLE


V

OFFICES



Section
1.
The
principal
office
of
the
corporation
shall
be
located
at
the
place
stated
in
Article
III

of
the
Articles
of
Incorporation.


The
corporation
may
have
such
other
branch
offices,
either
within
or

outside
the
Philippines
as
the
Board
of
Directors
may
designate.



ARTICLE
VI

AUDIT
OF
BOOKS,
FISCAL
YEAR
AND
DIVIDENDS



Section
1.
External
Auditor
‐


At
the
regular
stockholders’
meeting,
the
external
auditor
of
the

corporation
 for
 the
 ensuing
 year
 shall
 be
 appointed.
 
 
 The
 external
 auditor
 shall
 examine,
 verify
 and

report
on
the
earnings
and
expenses
of
the
corporation.



Section
2.
Fiscal
Year
‐


The
fiscal
year
of
the
corporation
shall
begin
on
the
first
day
of
January

and
end
on
the
last
day
of
December
of
each
year.



Section
 3.
 Dividends
 ‐
 
 
 Dividends
 shall
 be
 declared
 and
 paid
 out
 of
 the
 unrestricted
 retained

earnings
 which
 shall
 be
 payable
 in
 cash,
 
 property,
 or
 stock
 to
 all
 stockholders
 on
 the
 basis
 of

outstanding
stock
held
by
them,
as
often
and
at
such
times
as
the
Board
of
Directors
may
determine
and

in
accordance
with
law.



ARTICLE
VII

SEAL



Section
 1.
 Form
 and
 Inscriptions
 ‐
 
 
 The
 corporate
 seal
 shall
 be
 determined
 by
 the
 Board
 of

Directors.



ARTICLE
VIII

AMENDMENTS



Section
 1.
 These
 by‐laws
 may
 be
 amended
 or
 repealed
 by
 the
 affirmative
 vote
 of
 at
 least
 a

majority
 of
 the
 Board
 of
 Director
 s
 and
 the
 stockholders
 representing
 a
 majority
 of
 the
 outstanding

capital
 stock
 at
 any
 stockholders’
 meeting
 called
 for
 that
 purpose.
 However,
 the
 power
 to
 amend,


modify,
repeal
or
adopt
new
by‐laws
may
be
delegated
to
the
Board
of
Directors
by
the
affirmative
vote

of
 stockholders
 representing
 not
 less
 than
 two‐thirds
 of
 the
 outstanding
 capital
 stock;
 
 provided,

however,
that
any
such
delegation
of
powers
to
the
Board
of
Directors
to
amend,


repeal
or
adopt
new

by‐laws
 may
 be
 revoked
 only
 by
 the
 vote
 of
 stockholders
 representing
 a
 majority
 of
 the
 outstanding

capital
stock
at
a
regular
or
special
meeting.





 
 

 2
[LEGAL
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 3
ATENEO
LAW
3D
’08‐‘09
 1

IN
 WITNESS
 WHEREOF,
we,
the
undersigned
stockholders
have
adopted
the
foregoing
by‐laws


and
 hereunto
 affixed
 our
 signatures
 this
 ________day
 of
 ____________,
 20______
 at
 ____________,

____________.





___________________


 
 
 
 

______________________





STOCKHOLDERS
AGREEMENTS



Sec.
100.
Agreements
by
stockholders.
‐















1.
Agreements
by
and
among
stockholders
executed
before
the
formation
and
organization
of
a

close
 corporation,
 signed
 by
 all
 stockholders,
 shall
 survive
 the
 incorporation
 of
 such
 corporation
 and

shall
continue
to
be
valid
and
binding
between
and
among
such
stockholders,
if
such
be
their
intent,
to

the
extent
that
such
agreements
are
not
inconsistent
with
the
articles
of
incorporation,
irrespective
of

where
 the
 provisions
 of
 such
 agreements
 are
 contained,
 except
 those
 required
 by
 this
 Title
 to
 be

embodied
in
said
articles
of
incorporation.















2.
 An
 agreement
 between
 two
 or
 more
 stockholders,
 if
 in
 writing
 and
 signed
 by
 the
 parties

thereto,
 may
 provide
 that
 in
 exercising
 any
 voting
 rights,
 the
 shares
 held
 by
 them
 shall
 be
 voted
 as

therein
provided,
or
as
they
may
agree,
or
as
determined
in
accordance
with
a
procedure
agreed
upon

by
them.















3.
No
provision
in
any
written
agreement
signed
by
the
stockholders,
relating
to
any
phase
of
the

corporate
 affairs,
 shall
 be
 invalidated
 as
 between
 the
 parties
 on
 the
 ground
 that
 its
 effect
 is
 to
 make

them
partners
among
themselves.















4.
A
written
agreement
among
some
or
all
of
the
stockholders
in
a
close
corporation
shall
not
be

invalidated
on
the
ground
that
it
so
relates
to
the
conduct
of
the
business
and
affairs
of
the
corporation

as
 to
 restrict
 or
 interfere
 with
 the
 discretion
 or
 powers
 of
 the
 board
 of
 directors:
 Provided,
 That
 such

agreement
shall
impose
on
the
stockholders
who
are
parties
thereto
the
liabilities
for
managerial
acts

imposed
by
this
Code
on
directors.















5.
To
the
extent
that
the
stockholders
are
actively
engaged
in
the
management
or
operation
of

the
business
and
affairs
of
a
close
corporation,
the
stockholders
shall
be
held
to
strict
fiduciary
duties
to

each
other
and
among
themselves.
Said
stockholders
shall
be
personally
liable
for
corporate
torts
unless

the
corporation
has
obtained
reasonably
adequate
liability
insurance.



















 
 

 2
[LEGAL
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ATENEO
LAW
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’08‐‘09
 2



AMENDMENT
OF
THE
ARTICLES
OF
INCORPORATION/BY
LAWS



AMENDMENT
OF
THE
ARTICLES
OF
INCORPORATION



Sec.
16.
Amendment
of
Articles
of
Incorporation.
‐
Unless
otherwise
prescribed
by
this
Code
or
by
special

law,
and
for
legitimate
purposes,
any
provision
or
matter
stated
in
the
articles
of
incorporation
may
be

amended
by
a
majority
vote
of
the
board
of
directors
or
trustees
and
the
vote
or
written
assent
of
the

stockholders
representing
at
least
two‐thirds
(2/3)
of
the
outstanding
capital
stock,
without
prejudice
to

the
appraisal
right
of
dissenting
stockholders
in
accordance
with
the
provisions
of
this
Code,
or
the
vote

or
written
assent
of
at
least
two‐thirds
(2/3)
of
the
members
if
it
be
a
non‐stock
corporation.



The
original
and
amended
articles
together
shall
contain
all
provisions
required
by
law
to
be
set
out
in

the
articles
of
incorporation.
Such
articles,
as
amended
shall
be
indicated
by
underscoring
the
change
or

changes
made,
and
a
copy
thereof
duly
certified
under
oath
by
the
corporate
secretary
and
a
majority
of

the
directors
or
trustees
stating
the
fact
that
said
amendment
or
amendments
have
been
duly
approved

by
the
required
vote
of
the
stockholders
or
members,
shall
be
submitted
to
the
Securities
and
Exchange

Commission.



The
 amendments
 shall
 take
 effect
 upon
 their
 approval
 by
 the
 Securities
 and
 Exchange
 Commission
 or

from
the
date
of
filing
with
the
said
Commission
if
not
acted
upon
within
six
(6)
months
from
the
date
of

filing
for
a
cause
not
attributable
to
the
corporation.



SEC
Requirements
for
the
Amendment
of
the
Articles
of
Incorporation






1.
Amended
Articles
of
Incorporation
(for
stock
and
non‐stock
corporations)






2.
 Directors’/Trustees’
 Certificate
 –
 a
 notarized
 document
 signed
 by
 a
 majority
 of
 the

directors/trustees
 and
 the
 corporate
 secretary,
 certifying
 the
 amendment
 of
 the
 Articles
 of

Incorporation,
 indicating
 the
 amended
 provisions,
 the
 vote
 of
 the
 directors/trustees
 and

stockholders/members,
 the
 date
 and
 place
 of
 the
 stockholders’
 or
 members’
 meeting;
 the
 TIN
 of
 the

signatories
should
be
indicated
below
their
names






3.
Company
Data
Maintenance
Form




Additional
Requirements






4.
Indorsement/clearance
from
other
government
agencies,
if
applicable




If
the
provision
to
be
amended
is
the
corporate
name






5.
Name
Verification
Slip






6.
Affidavit
of
a
director/trustee
or
officer
undertaking
to
change
corporate
name







 
 

 2
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FORMS
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ATENEO
LAW
3D
’08‐‘09
 3







SAMPLE:
Amended
Articles
of
Incorporation








AMENDED
ARTICLES
OF
INCORPORATION

OF

SANTO
REALTY
AND
DEVELOPMENT
CORPORATION


(As
amended
on
April
12,
2009)




Know
All
Men
By
These
Presents:















That
we,
all
of
whom
are
of
legal
age
and
majority
are
residents
of
the
Philippines,
have
on
this

day,
voluntarily
associated
ourselves
together
for
the
purpose
of
forming
a
stock
corporation
under
the

laws
of
the
Republic
of
the
Philippines:




AND
WE
DO
HEREBY
CERTIFY:















 FIRST:
 That
 the
 name
 of
 the
 Corporation
 shall
 be
 SANTO
 REALTY
 AND
 DEVELOPMENT

CORPORATION
(As
amended
on
April
12,
2009)



























SECOND:
That
the
specific
purposes
for
which
said
Corporation
is
formed
are:






 






 To
 acquire
 by
 purchase,
 lease,
 or
 otherwise,
 lands
 or
 interest
 in
 lands

 and
 realty,
 and
 to
 own,

hold,
improve,
develop,
manage,
and
operate
said
land
or
lands
or
real
estate
so
acquired,
and
to
erect

or
cause
to
be
erected
on
any
lands,
owned,
held,
occupied,
or
acquired
by
the
corporation,
buildings

and
other
structures
with
their
appurtenances,
and
to
rebuild,
enlarge,
alter,
improve,
or
remodel
any

building
 or
 other
 structures
 now
 or
 hereafter
 erected
 on
 any
 lands
 or
 real
 estates
 so
 owned,
 held
 or

occupied,
 or
 otherwise
 dispose
 of
 any
 lands
 or
 real
 estate
 or
 interests
 in
 lands
 or
 real
 estates
 and
 in

buildings
and
other
structures
at
anytime
owned
or
held
by
the
corporation.
















THIRD:
That
the
place
where
the
principal
office
of
the
corporation
is
to
be
established
or
located

is
at
1101
1st
Ave.,
Fort
Bonifacio,
Taguig,
Philippines.
(As
amended
on
April
12,
2009)
















FOURTH:
That
the
term
for
which
the
Corporation
is
to
exist
is
Twenty
Five
(25)
years
from
and

after
the
date
of
issuance
of
the
Certificate
of
Incorporation.
(As
amended
on
April
12,
2009)
















FIFTH:
That
the
names,
nationalities
and
residences
of
the
incorporators
are
as
follows:



NAME
 NATIONALITY
 RESIDENCE

Trump
Towers,
Manhattan
City,

1. Donald
Trump
 American

New
York,
U.S.A.

123
Governor’s
Place,
Shaw
Blvd.,

2. Jonathan
Francis
Nepomuceno
 Filipino

Mandaluyong
City,
Philippines

456
Apitong
St.,
Ayala
Alabang,

3. Ma.
Angela
Aguinaldo
 Filipino

Muntinlupa
City,
Philippines



 
 

 2
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ATENEO
LAW
3D
’08‐‘09
 4

789
Teehankee
St.,
Multinational

4. Ryan
Christopher
Teehankee
 Filipino

Village,
Paranaque
City,
Philippines

1001
Vallejo
St.,
Santa
Rosa,

5. Jon
Paulo
Salvahan
 Filipino

Laguna,
Philippines


457
Apitong
St.,
Ayala
Alabang,

6. Anderson
Cooper
 Filipino

Muntinlupa
City,
Philippines

124
Governor’s
Place,
Shaw
Blvd.,

7. Francis
Tom
Temprosa
 Filipino

Mandaluyong
City,
Philippines

















 SIXTH:
 That
 the
 number
 of
 directors
 of
 the
 Corporation
 shall
 be
 five
 (5)
 and
 that
 the
 names,

nationalities
 and
 residence
 of
 the
 Directors
 of
 said
 Corporation
 who
 shall
 act
 as
 such
 until
 their

successors
are
elected
and
have
qualified
as
provided
for
in
the
by‐laws
are
as
follows:




NAME
 NATIONALITY
 RESIDENCE

1. Donald
Trump
 American
 Trump
Towers,
Manhattan
City,

New
York,
U.S.A.

2. Jonathan
Francis
Nepomuceno
 Filipino
 123
Governor’s
Place,
Shaw
Blvd.,

Mandaluyong
City,
Philippines

456
Apitong
St.,
Ayala
Alabang,

3. Ma.
Angela
Aguinaldo
 Filipino

Muntinlupa
City,
Philippines

789
Teehankee
St.,
Multinational

4. Ryan
Christopher
Teehankee
 Filipino

Village,
Paranaque
City,
Philippines

1001
Vallejo
St.,
Santa
Rosa,

5. Jon
Paulo
Salvahan
 Filipino

Laguna,
Philippines















SEVENTH:
That
the
authorized
capital
stock
of
the
Corporation
is

ONE
HUNDRED
MILLION
PESOS

(P100,000,000.00)
in
lawful
money
of
the
Philippines,
divided
into
ONE
MILLION
(1,000,000.00)
shares

with
the
a
par
value
of
ONE
HUNDRED
PESOS
(P
100.00)
per
share.
















 EIGHT:
 That
 the
 authorized
 capital
 stock
 of
 the
 corporation
 has
 been
 fully
 subscribed

representing
the
sum
of
ONE
HUNDRED
MILLION
PESOS
(P
100,000,000.00),
Philippine
Currency,
and
at

least
twenty
(25%)
per
cent
of
the
total
subscription
has
been
paid
as
follows:




Name
 Nationality
 No.
 Of
 Shares
 Amount
 Amount
Paid

Subscribed
 Subscribed


1. Donald
Trump
 American
 400,000
 P
40,000,000.00
 P
40,000,000.00


2. Jonathan
Francis
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


Nepomuceno


3. Ma.
Angela
Aguinaldo
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


4. Ryan
Christopher
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


Teehankee



 
 

 2
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ATENEO
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5. Jon
Paulo
Salvahan
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


6. Anderson
Cooper
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


7. Francis
Tom
Temprosa
 Filipino
 100,000
 P
10,000,000.00
 P
10,000,000.00


TOTAL
 
 1,000,000
 P
100,000,000.00
 P100,000,000.00
















 NINTH:
 That
 Mr.
 Virgilio
 Macasaet
 has
 been
 elected
 by
 the
 subscribers
 as
 Treasurer
 of
 the

corporation
 to
 act
 as
 such
 until
 his
 successor
 is
 duly
 elected
 and
 qualified
 in
 accordance
 with
 the
 by‐
laws;
 and
 that
 as
 such
 Treasurer,
 he
 has
 been
 authorized
 to
 receive
 for
 and
 in
 the
 name
 and
 for
 the

benefit
of
the
corporation,
all
subscriptions
paid
by
the
subscribers.
















TENTH:
That
no
transfer
of
stocks
or
interest
therein
which
will
reduce
the
ownership
of
Filipino

citizens
to
less
than
the
percentage
of
the
capital
stock
required
by
law
shall
be
allowed
or
permitted
to

be
 recorded
 in
 the
 Corporate
 Books
 and
 this
 restriction
 shall
 be
 indicated
 in
 all
 the
 stock
 certificates

issued
by
the
corporation.
















 ELEVENTH:
 That
 the
 corporation
 manifests
 its
 willingness
 to
 change
 its
 corporate
 name
 in
 the

event
 another
 person,
 firm
 or
 entity
 has
 acquired
 a
 prior
 right
 to
 use
 the
 said
 firm
 name
 or
 one

deceptively
or
confusingly
similar
to
it.
















IN
WITNESS
WHEREOF,
we
have
hereunto
affixed
our
signatures
this
9th
day
of
April
2009
at
the

City
of
Makati,
Philippines.






INCORPORATORS





 


 

DONALD
TRUMP
 JONATHAN
FRANCIS
NEPOMUCENO

TIN
No.

23‐5634‐5324
 TIN
No.
54‐6786‐3454


 


 

MA.
ANGELA
AGUINALDO
 RYAN
CHRISTOPHER
TEEHANKEE

TIN
No.
54‐6658‐9087
 TIN
No.
54‐6879‐0987


 


 

JON
PAULO
SALVAHAN
 ANDERSON
COOPER

TIN
No.
46‐0798‐8457
 
 TIN
No.
76‐0978‐9834


 



FRANCIS
TOM
TEMPROSA

TIN
No.
56‐0987‐7890







 
 

 2
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ATENEO
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SIGNED
IN
THE
PRESENCE
OF:






 

PHILIPPE
AQUINO
 LUIS
MARTIN
TAN








ACKNOWLEDGEMENT



REPUBLIC
OF
THE
PHILIPPINES)

CITY
OF
MAKATI
 











)
S.S.




 BEFORE
 ME,
 a
 Notary
 Public
 in
 and
 for
 Makati
 City,
 Philippines,
 this
 12th
 day
 of
 April
 2009

personally
appeared:




Name
 Proof
of
Identification
 Date
and
Place
issued

1.
Donald
Trump
 Passport
with
No.
US‐1000234
 01‐01‐2007
/
NY,
U.S.A.



2.
Jonathan
Nepomuceno
 Driver’s
License
with
No.
 02‐02‐2008
/
Mandaluyong

5111037
 City

3.
Ma.
Angela
Aguinaldo
 Driver’s
License
with
No.
 03‐03‐2008
/
Muntinlupa
City

8996383

4.
Ryan
Teehankee
 Driver’s
License
with
No.
 04‐04‐2008
/
Paranaque
City

8571535

5.
Jon
Paulo
Salvahan
 Driver’s
License
with
No.
 05‐05‐2008
/
Santa
Rosa
City

5587423

6.
Anderson
Cooper
 Driver’s
License
with
No.
 06‐06‐2008
/
Muntinlupa
City

1434403

7.
Francis
Tom
Temprosa
 Driver’s
License
with
No.
 07‐07‐2008
/
Mandaluyong

1434402
 City



All
known
to
me
and
to
me
known
to
be
the
same
persons
who
executed
the
foregoing
Articles

of
Incorporation
and
they
acknowledged
to
me
that
the
same
is
their
free
and
voluntary
act
and
deed.

 




 IN
TESTIMONY
WHEREOF,
I
have
hereunto
set
my
hand
and
affixed
my
notarial
seal
on
the
date

and
the
place
first
above
written.




 ALEXANDER
F.
LIM

Notary
Public

Roll
No.
1234

PTR
No.
2345

CTC
No.
3456

MCLE
No.
4567

Commission
expires:
31
December
2010





 
 

 2
[LEGAL
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 3
ATENEO
LAW
3D
’08‐‘09
 7



Doc.
No.
1;

Page
No.
1;

Book
No.1;

Series
of
2009.











SAMPLE:
Director’s
Certificate





DIRECTORS’
CERTIFICATE
ON
THE
FILING
OF
THE
AMENDED
ARTICLES
OF
INCORPORATION
OF


Santo
Realty
and
Development
Corporation



KNOW
ALL
MEN
BY
THESE
PRESENTS:




 WE,
 the
 undersigned
 majority
 of
 the
 Directors
 and
 the
 Corporate
 Secretary
 of
 Rockwell

Corporation
do
hereby
certify
that
the
Articles
of
Incorporation
of
the
Corporation
was
amended
by
a

majority
vote
of
the
Directors
and
the
vote
of
stockholders
representing
at
least
two‐thirds
(2/3)
of
the

outstanding
capital
stock
at
separate
meetings
on
12
April
2009
at
1101
1st
Ave.,
Fort
Bonifacio,
Taguig,

Philippines.




 The
amended
provisions
of
the
attached
Amended
Articles
of
Incorporation
refer
to
the
FIRST,

THIRD
and
FOURTH
Articles.
The
FIRST
Article
was
amended
changing
the
corporate
name
from
SANTO

REALTY,
 INC.
 to
SANTO
 REALTY
 AND
 DEVELOPMENT
 CORPORATION.
 The
THIRD
Articlewas
amended,

transferring
the
principal
office
of
the
corporation
from
123
 Rockwell
 Drive,
 Rockwell
 Center,
 Makati

City,
Philippines
to
1101
1st
Ave.,
Fort
Bonifacio,
Taguig,
Philippines.
The
FOURTH
Article
was
amended

changing
the
term
of
the
corporation
from
fifty
(50)
to
twenty
five
(25)
years.





 IN
WITNESS
WHEREOF,
we
have
executed
this
Director’s
Certificate
this
12th
day
of
April,
at
the

City
of
Makati.





Ma.
Angela
Aguinaldo
 Jonathan
Nepomuceno

Chairman
of
the
Meeting/Director
 Secretary
of
the
Meeting/Director

TIN:78‐5537‐0912
 TIN:
66‐8124‐3778


 


 

Donald
Trump
 Ryan
Christopher
Teehankee

Director
 Director

TIN:
98‐0004‐7865
 TIN:
77‐9087‐6521









 
 

 2
[LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 8





Jon
Paulo
Salvahan

Director

TIN:
76‐8976‐1324




 SUBSCRIBED
AND
SWORN
to
before
me
this
12th
day
of
April
2009
in
Taguig
City,
affiants

exhibiting
to
me
the
following:




 

Name
 Proof
of
Identification
 Date
and
Place
issued

1.
Donald
Trump
 Passport
with
No.
US‐1000234
 01‐01‐2007
/
NY,
U.S.A.



2.
Jonathan
Nepomuceno
 Driver’s
License
with
No.
 02‐02‐2008
/
Mandaluyong

5111037
 City

3.
Ma.
Angela
Aguinaldo
 Driver’s
License
with
No.
 03‐03‐2008
/
Muntinlupa
City

8996383

4.
Ryan
Teehankee
 Driver’s
License
with
No.
 04‐04‐2008
/
Paranaque
City

8571535

5.
Jon
Paulo
Salvahan
 Driver’s
License
with
No.
 05‐05‐2008
/
Santa
Rosa
City

5587423

6.
Anderson
Cooper
 Driver’s
License
with
No.
 06‐06‐2008
/
Muntinlupa
City

1434403

7.
Francis
Tom
Temprosa
 Driver’s
License
with
No.
 07‐07‐2008
/
Mandaluyong

1434402
 City






 Juan
Dela
Cruz

Notary
Public


 Roll
No.
1234

PTR
No.
2345

CTC
No.
3456

MCLE
No.
4567

My
commission
expires
December
31,

2010



Doc.
No.
1;

Page
No.
1;

Book
No.
1;

Series
of
2009.















 
 

 2
[LEGAL
FORMS
MANUAL]
 3
ATENEO
LAW
3D
’08‐‘09
 9



AMENDMENT
OF
THE
BY‐LAWS



Sec.
48.
Amendments
to
by‐laws.
‐
The
board
of
directors
or
trustees,
by
a
majority
vote
thereof,
and
the

owners
of
at
least
a
majority
of
the
outstanding
capital
stock,
or
at
least
a
majority
of
the
members
of
a

non‐stock
corporation,
at
a
regular
or
special
meeting
duly
called
for
the
purpose,
may
amend
or
repeal

any
 by‐laws
 or
 adopt
 new
 by‐laws.
 The
 owners
 of
 two‐thirds
 (2/3)
 of
 the
 outstanding
 capital
 stock
 or

two‐thirds
(2/3)
of
the
members
in
a
non‐stock
corporation
may
delegate
to
the
board
of
directors
or

trustees
 the
 power
 to
 amend
 or
 repeal
 any
 by‐laws
 or
 adopt
 new
 by‐laws:
 Provided,
 That
 any
 power

delegated
to
the
board
of
directors
or
trustees
to
amend
or
repeal
any
by‐laws
or
adopt
new
by‐laws

shall
 be
 considered
 as
 revoked
 whenever
 stockholders
 owning
 or
 representing
 a
 majority
 of
 the

outstanding
 capital
 stock
 or
 a
 majority
 of
 the
 members
 in
 non‐stock
 corporations,
 shall
 so
 vote
 at
 a

regular
or
special
meeting.



Whenever
 any
 amendment
 or
 new
 by‐laws
 are
 adopted,
 such
 amendment
 or
 new
 by‐laws
 shall
 be

attached
to
the
original
by‐laws
in
the
office
of
the
corporation,
and
a
copy
thereof,
duly
certified
under

oath
 by
 the
 corporate
 secretary
 and
 a
 majority
 of
 the
 directors
 or
 trustees,
 shall
 be
 filed
 with
 the

Securities
 and
 Exchange
 Commission
 the
 same
 to
 be
 attached
 to
 the
 original
 articles
 of
 incorporation

and
original
by‐laws.



The
amended
or
new
by‐laws
shall
only
be
effective
upon
the
issuance
by
the
Securities
and
Exchange

Commission
of
a
certification
that
the
same
are
not
inconsistent
with
this
Code.
(22a
and
23a)



SEC
Requirements
for
the
Amendment
of
the
By‐Laws



1. 


Amended
By‐laws

(for
stock
and
non‐stock
corporations)

2. Directors’/Trustees’
 Certificate
 –
 a
 notarized
 document
 signed
 by
 a
 majority
 of
 the

directors/trustees
 and
 the
 corporate
 secretary,
 certifying
 the
 amendment
 of
 the
 By‐laws,

indicating
 the
 amended
 provisions,
 the
 vote
 of
 the
 directors/trustees
 and
 stockholders/

members,
the
date
and
place
of
the
stockholders’
or
members’
meeting

3. Company
Data
Maintenance
Form