Republic of the Philippines

Sixth Judicial Region

Regional Trial Court
Iloilo City
Branch 24

THINKER BALE CORPORATION

Plaintiff,
-versus- Civil Case No. 14- 32285
For: Breach of Contract, Sum of Money
and Damages

JUSTIN BOY LUIZ

Defendant

ANSWER
WITH COUNTERCLAIM
Defendant Justin Boy Luiz through undersigned counsel, respectfully states:
1. Defendant admits the allegations in paragraph 1 of the complaint
2. Defendant admits the allegation in paragraph 2 with regard to his address indicated as JBL
Industrial Enterprise, Unit 2-G, Dona Rose Building, Guzman Street, Mandurriao, Iloilo City
where he may be served with summons and other court processes.
3. Defendant partly admits the allegations in paragraph 3. Defendant was aware that the supply
and installation of the water treatment plant was for Golden Construction Company in Iloilo City
but does not know whether or not Plaintiff indeed entered into a contract with Golden
Construction Company.
4. Defendant denies the allegations in paragraph 4. Defendant was not a subcontractor for the
said project with Golden Construction Company. Instead, Defendant executed a letter- contract
with the Plaintiff for the supply and installation of the water treatment plant for a total contract
price of Three Million Pesos (P 3,000,000) A copy of memorandum of agreement is also
attached herein as Annex 1.
The terms of which are as follows
-Fifty percent (50%) down payment amounting to One Million Five Hundred Thousand
pesos (P 1,500,000.00)
-Forty Percent (40%) down payment amounting to One Million and Two Hundred
Thousand Pesos (P1,200,000.00) upon installation of the water treatment plant;
5. Defendant denies the allegations in paragraph 5 of the complaint. As previously mentioned,
defendant was not a subcontractor for the said water treatment system. Defendant also denies
that what he submitted to Plaintiff was not a mere quotation but was already a contract drawn
between both parties. Based on the wording of the letter-contract dated September 10, 2016,
Plaintiff's representative Mr Christian Sy, may affix his signature on the letter, to signify his
assent to the terms and conditions stated, after which such would then constitute their contract in
the water treatment system project. Plaintiff affixed his signature on the said letter-contract on
September 10, 2016 and made the corresponding down payment on the same date.
6. Defendant partly admits the allegation in paragraph 7 of the complaint. Defendant admits that
Plaintiff made a down payment of Fifty percent (50%) of the price for the water treatment system
amounting to (P1,500,000.00) However, defendant denies that this payment was made with the
condition that another contract for sub-contracting was to be executed.
7. Defendant denies that allegation in paragraphs 8, 9, 10 and 11. The truth of the matter is that
after Plaintiff made the 50% down payment in the amount of P1,500,000.00 for the water
treatment system, defendant furnished plaintiff with a memorandum of agreement on September
10, 2016. The memorandum of agreement contained essentially the same terms and conditions
as the contract executed on September 10, 2016.
8. Defendant partly admits the allegation in paragraph 10 as to the delivery of the equipment
needed on January 23, 2017, as well as the fact of demand made upon Plaintiff by Defendant for
40% of the contract price. Defendant however denies that the equipment he delivered constituted
only "some of the materials which were needed in the project." As a matter of fact, the
equipment delivered to the installation site already Constituted about ninety percent (90%) of the
equipment Comprising the water treatment system.
9. Defendant also denies the allegation in paragraph 10 that the equipment delivered on January
23, 2017 was only worth Three Hundred Thousand (300.000.00). Moreover, Defendant agreed to
the contract price which involved purchase of not just the equipment for the water treatment
system but the corresponding technology.
10. Defendant denies Plaintiff's allegation in paragraph 12 that he did not bother to start the
project, especially the layout. Defendant had every intention to start work on the installation of
the water treatment system and, as previously mentioned, already delivered the needed
equipment. Defendant also already made a drawing of the planned layout which was to be
followed in making the physical layout and submitted the same to Plaintiff. Attached is the
copy of the Floor Design and Blue print and marked as Annex 2
11. Defendant partly admits the allegations in paragraph 13 as to receipt of Plaintiff's letter dated
February 14, 2017. Defendant, however, denies that the ninety (90) day period given to him to
finish the obligation had already lapsed and that he failed to design, layout and install the water
treatment system for the reason that Plaintiff failed to discharge its obligation of paying the
amount of P1,250,000.00 upon delivery of the equipment.
12. Defendant partly admits the allegation on paragraph 16 of the Complaint insofar as the letter
paragraph written by Defendant's former counsel Atty. Noel Belleza, demanding payment of the
of P1,250,000.00 equivalents to 40% of the contract Defendant however denies that he failed to
fulfill his obligation since he already made delivery of the equipment. Defendant likewise did not
state that failure to pay the amount required would cause the cancellation of the contract. What
Defendant merely expressed in his letter was his assent to Plaintiff's declaration in its letter dated
February 20, 2017 that it was terminating the contract dated September 10, 2016.
13. Defendant denies the allegations in paragraph 17. Defendant had no obligation to return the
down payment since he was never in delay and did not renege in his obligations with Plaintiff.
His demand for the payment of P1,000,000.00 was not unlawful because this was what he had
agreed upon with Plaintiff and he had already fulfilled his obligation of delivering the equipment
needed.
14. Defendant denies the allegations in paragraphs 18, 19, 20, 21, 22, 23 for lack of material
knowledge. Specifically, Plaintiff cannot ask for moral damages in the amount of P200,000.00
since it is a juridical entity which cannot claim to have experienced mental anguish and sleepless
nights. Moreover, Plaintiff has failed to show how the present case has besmirched its reputation,
thus the claim for moral damages has no legal basis.

BY WAY OF SPECIAL
AND AFFIRMATIVE DEFENSES:
STATES THAT:
15. Plaintiff cannot properly ask for the return of the amount of P1,500,000.00 corresponding to
the 50% down payment it made, as well as damages, on the ground of breach of contract by the
Defendant.
16. The agreement between the parties as embodied in Annex 1 clearly stipulates the terms of
payment and that the consideration was for PHP 3,000,000.00. It was unfortunate that there was
a typographical error as to when the 40% payment shall be made but the intention of the parties
will reveal that it should be upon delivery of the major equipment as was proposed during the
negotiation stage and embodied in the quotation submitted by defendant. Thus, the terms of
payment in Annex 1 should read as follows:
50% - Downpayment
40% -Upon delivery of equipment
10% - Upon completion
17.That the intention of the parties was for Plaintiff to pay Defendant 40% of the contract price
or an amount equivalent to P1,250,000.00 upon delivery of the equipment can readily be
discerned from the former's acts. Plaintiff itself has never disputed this. In fact, Plaintiff admitted
in its letter dated February 14, 2016 to Defendant that the "40% payment is premised on your full
delivery of the materials.” Moreover, as further evidence that this was indeed the payment
scheme agreed upon, Plaintiff also included this in the Sub-contract agreement which originated
from him and furnished to defendant for his signature, stipulating that 40% of the total contract
price is to be given upon delivery of the equipment.
18. On the other hand, Plaintiff was obligated to pay the amount of P1,000,000.00 as previously
agreed upon between Plaintiff and Defendant upon delivery of the equipment. Plaintiff, however,
refused to do so. Thus, Plaintiff had no right to demand that Defendant continue with the
installation of the water treatment system when it had yet to fulfill its end of the bargain.
19. Defendant cannot also be said to be in delay then the water treatment system remained
uninstalled and became inactive after the lapse of 90 days. Defendant can only have deemed to
be in delay if plaintiff fulfilled. Its required prestration of paying the amount of P1,000,000.00
upon delivery of the equipment which Plaintiff utterly refused to do without just cause.
20. Thus, plaintiff had absolutely no valid ground to terminate the agreement unilaterally and
correspondingly ask for a return of the 50% down payment and payment of damages.
BY WAY OF COUNTERCLAIM
: STATES, THAT:

21. Defendant has delivered on site the major equipment which entitles him to payment
equivalent to 40% of the contract price. Because of Plaintiff’s unjust refusal to pay the amount of
P1,250,000.00 and subsequent termination of the contract sans a valid around, Defendant has
incurred injury.
22.Defendant has always been ready, willing and able to fulfill its obligation to Plaintiff. In fact,
he has repeatedly shown his willingness to compromise with Plaintiff's unreasonable demands
but Plaintiff has remained obstinate and irrational.
23.Thus, Plaintiff should be directed to pay Defendant the amount of P1,000,000.00 in
accordance with the parties' agreement and to let Defendant fulfill his obligation of installing and
eventually activating the water treatment system.

BY WAY OF DAMAGES,
STATES, THAT:
24. Defendant suffered sleepless nights and wounded feelings when Plaintiff filed this unfounded
suit against him. Moreover, plaintiff continued to rain threats and harassment on defendant,
causing him serious mental anxiety and fear for his family. Furthermore, his reputation in the
business world, which he has painstakingly built through the years, has been severely
besmirched by plaintiff's groundless suit. Plaintiff, thus, should be made liable for moral
damages in the amount of Five Hundred Thousand Pesos (P500,000.00)

PRAYER
WHEREFORE, Premises considered, it is most respectfully prayed that judgment be
rendered as follows:
1. Dismissing the instant complaint for utter Lack of Merit.
2. Granting defendant’s counterclaim by ordering plaintiff to:
a. Pay the amount of One Million Pesos ( P1,250,000.00) as agreed upon
between plaintiff and defendant corresponding to forty percent (40%) of the
contract price;
b. Allow defendant to install and activate the water treatment system and pay the
remaining contractual price upon completion;

3. ORDERING Plaintiff to pay defendant the following sums as damages:

a. Moral damages in the amount of Five Hundred Thousand Pesos (P500,000.00)
b. Exemplary damages in the amount of Three Hundred Thousand Pesos (P300,000.00)l
C. Attorney's fee in the amount of Fifty Thousand Pesos (50,000.00) and One Thousand
Five Hundred Pesos (P1,500.00) per hearing.
RESPECTFULLY SUBMITTED.

Iloilo City for Barotac Viejo, Iloilo, Philippines, December 10, 2017.

BELLEZA LAW OFFICECOUNSEL

FOR DEFENDANT JUSTIN BOY
LUIZ
3RD FLOOR, UNIT 3I, NBWORLD
BUILDING, MANDURRIAO,
ILOILO CITY
VERIFICATION/ CERTIFICATION
I, JUSTIN BOY LUIZ, of Legal age, married, Filipino, and a resident of Barangay Aganan,
Pavia, Iloilo, after having been sworn depose and say that: I am the defendant in the above
entitled case:

I have caused the preparation of the foregoing Answer with Counterclaim, that I have read the
contents thereof and the allegations therein, are true and correct to the best of my personal
knowledge as well as from available, authentic and existing records;

In Witness whereof, I have signed this presents this 10th day of December 2017 in the City of
Iloilo City, Philippines
JUSTIN BOY LUIZ
Competent Evidence of Identity:
Driver's License No. F03-93-076217

Affiant whose name and personal circumstances are stated above, appeared in
persons before me this 10th day of December 2017 in the City and Province of Iloilo,
presented a document, signed the name in my presence and affirmed of swore
under oath to the truth and correctness of the contents of allegations of the same.
Affiant who is personally known to me presented his Driver's License with photo and proof of
his identity.

BELLEZA LAW OFFICE

COUNSEL FOR DEFENDANT
JUSTIN BOY LUIZ
3RD FLOOR, UNIT 3I, NBWORLD
BUILDING, MANDURRIAO,
ILOILO CITY

Annex 1
 MEMORANDUM OF AGREEMENT

Know all Men by these Presents:

THIS AGREEMENT, MADE NAD ENTERED INTO THIS 10TH DAY OF SEPTEMBER
2016, ILOILO CITY, BY AND BETWEEN,
Thinker Bale Incorporation, a company duly organized and existing under the laws of the
Philippines, with business address at Office Unit 2-I, Atria District, Benigno Aquino Avenue,
Barangay San Rafael, Mandurriao, Iloilo City, represented by the Owner, Mr. Christian Sy,
hereinafter referred to as the contracting party.

and

JBL Industrial Enterprises, operating as a single proprietorship, with office address at Unit 2-G,
Dona Rose Building, Guzman Street, Mandurriao, Iloilo City represented by Justin Boy Luiz,
hereinafter referred to as the "CONTRACTOR"

WITNESSETH That

WHEREAS, the CONTRACTING PARTY IS required by Golden Construction Company Iloilo

City to Install and operate a Water Treatment Plant (WTP)

WHEREAS THE CONTRACTOR is a company engaged on design and installation of waste

management system and equipment commonly referred to a Water treatment Plant (WTP) a
requirement stated above:

WHEREAS, the CONTRACTOR offers to the CONTRACTING PARTY for supply and install
ation of a waste water treatment system which the CONTRACTING PARTY willfully agreed
under the following terms and conditions.

1. That the WTP Equipment to be supplied and installed by the CONTRACTOR should conform
with the specifications as follows

1.a. Provide blue print design of Pozo Negro - an underground concrete chambers good for the
expected 50 cubic meters per day waste water discharge of the whole complex, Its required civil
works and electro-mechanical requirement prior to the start of its construction.

Annex 1
1.b. Supply and installation of a 50 cubic meter per day total capacity disinfection and filtration
equipment setup with the following specifications;
 Two (2) units of 1/2 HP submersible pumps
 One (1) lot schedule 40 pipes & fittings
 Two (2) units coarse filter
 Two (2) unit’s fine filters
 Four (4) units aeration equipment
 Four (4) units ozone generator
 One (1) lot waste water module
 One (1) unit multi-media filter with back washable head
 One (1) unit 1 hp booster pump
 One (1) lot automated operation logic with dedicated electrical control panel
 One (1) month placement of operator for daily STP operations and training.
 One (1) year warranty on parts and service.
 One (1) unit Multimedia Filtration in 24 x72 FRP with Automatic Digital Head
 One (1) united Activated Carbon Filtration in 24x 72 FRP with Automatic Digital Head
 One (1) unit Chlorine Feed Pump

CONTRACTOR SUB – CONTRACTOR

THINKER BALE INCORPORATION JBL INDUSTRIAL ENTERPRISES
TIN: 142-643-315-000 TIN: 149-853-964-000
BY: BY:
_______________________
___________________________ Justin Boy Luiz
Christian Sy

Acknowledgement

Republic of the Philippines

City of Iloilo : S.S.
The Principals,
Name
Mr Christian Sy
Justin Boy Luiz
CTC Date/Place Issued TIN
23327052 7/10/2016 / Iloilo 142-643-315-000
56327052 7/10/2016 / Iloilo 149-853-964-000
 Appeared in person before me this 10th day of September 2016 in the City of Iloilo and
presented to me an integrally complete instrument, exhibited to me their Community Tax
Certificates and presented to me that the signatures thereon were voluntarily affixed by them for
the purpose stated therein and they declared that they executed the same as their free and
voluntary act and deed. If acting in a particular capacity, that they have the authority to sign in
that capacity.

The principals are personally known to me. They were identified by competent evidence of
identity, namely, current identification documents bearing their photographs and signatures.

Doc No. M-01 Book No. 3M

Series of 2016 Page No. 10
 Annex 2
Blueprints and Layout of Water Treatment Plant