Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y.
2013-2014 1
Compilation for 1st Exam
LEGAL COUNSELING
(Transcribers note: Filtered as to those that
are ultimately related to our subject.
Nobody wants to read about our professors
stories about her daughter finding a good
looking husband and a fat wallet, di ba?
And she talked about that for around 20
minutes. J)
June 24, 2013.
By: Renan Lasala
This course is all about Legal Counseling. As I
mentioned before, theres already a
separate subject for legal writing, legal
ethics, and legal research. In this subject, we
will try to determine the scope of a lawyers
work. We will also discuss how our writing skills
will affect counseling. And how much time
and energy spent on research will also
affect legal counseling. Ultimately, all those
areas of study will come into play in Legal
Counseling. If you are a very good
researcher, you know how to find sources,
and eventually you have the skills to twist the
situation and make your client look good
instead of guilty. Thats also a skill. As we all
know, every accused walking in the
Philippines is always presumed innocent until
proven guilty. If you personally think that
your client is really guilty, but there is
reasonable doubt. You can just hammer on
that reasonable doubt. Because the other
counsel is also expected to do his job, and
that is to prove your clients guilt. Alright, we
will start off with defining Practice of Law.
What is the Practice of Law?
It is the act of performing any activity
pertaining to a bonafide member of the bar
(Comment: You must not be a student! You
must be a member of good standing of the
Philippine bar) which is carried out on a
habitual or continuous process (Comment: it
must not be dependent on when the lawyer
wants to work. You cannot say that Ill
accept one client, and then afterwards, not
yet, because I am going trekking on the
intelligence of one skilled in law who is
entitled to a legal fee.
Lets try to break this definition phrase by
phrase.
Translated into action by means of giving
legal advice: It must be legal advice. We
are talking about the practice of law. You
should give possible ways allowed under the
law. For example if somebody comes up to
you for advice regarding a philandering
husband, you cannot say na walang hiya
talaga yang husband mo, o sige, ipaputol
mo yang credit card niya! Thats not the
legal advice we are talking about. Instead,
you should think of the possible ways or
actions she may pursue under the Family
Code. What are the ways she can do to
protect her children? How can she get
support? Etc.
Drafting of documents: This is very much a
part and parcel of the practice. Examples
are demand letters.
Appearance in court: Not necessarily. There
are a lot who are in the practice of law who
does not appear in court. In fact, I know a
lot of them but they are mostly seniors by
now. They find going to court such a waste
of time. They send junior lawyers to file the
motions. So where can you find them? In the
golf course! You see, you can get into areas
of lawyering which does not require going to
court.
or other administrative or quasi-judicial
body: so that is still practice of law,
appearance before the SEC, NLRC, or other
administrative bodies.
involving the use of faculty or intelligence of
one skilled in law: hopefully, you have the
intelligence and faculty needed for
lawyering.
who is entitled to a legal fee: All your effort
should be compensated. You may waive
compensation though.
There was this case of Attorney Monsod
wherein his appointment in the Commission
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
a legal officer. And then after 3 years,
management saw that you were really
good so they promoted you as VP for Legal
Affairs. That means you are now occupying
an executive position. Are you still going to
court? Not necessarily, as you already have
people under you. Now, you become
President and CEO after some time. And
then after a couple of years, you were
appointed to a government position that
requires 10 years practice of law. Can your
qualification be questioned? NO. All those
years you spent working for the bank, as it
still involves legal matters, are still considered
to be a practice of law. So all these acts or
work requires legal analysis.
LEGAL COUNSELING, definition.
It is the art of giving advice and information
concerning the solution to a legal problem
arising from a given state of facts and the
adaption of appropriate reliefs or remedies
under the law and enforcement of a legal
obligation before a judicial or quasi-judicial
body.
Lets break it down.
It is an art. So it is more of an Art rather than
a Science. When you say Art, it depends
really on the individual order. Science, on
the other hand, refers to skill and technique.
It requires a precise application of facts or
principles. So Science is more of an
application of facts or principles. While, if
you say art, it involves a skill referring to any
activity. For example, Eric John, may be
more skilled or lets say his approach in
counseling is soft, while the style of Norberto
is more aggressive. There are different
strategies. So thats why counseling is an Art.
From a given state of facts: Legal counseling
must involve a given state of facts. You
cannot bring a case before the SC only for
discussion or theoretical purposes. Why? This
is because every set of fact has its own
unique character. Yes, we have stare
decisis. But we cannot be as rigid as to say
that we already applied that in another
case. Just because the circumstances are
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the Martial law, but not anymore after the
end of that era. This is why legal counseling
must be based on a given state of facts.
Adoption of appropriate remedies given by
law: Appropriate remedies. It must not be
extra-legal remedies. Sometimes when your
client is pushed against a wall, you are
forced to think of extra-legal remedies. The
use of extra-legal remedies are not
necessarily wrong. They are just not what
was provided for. For example, the use of
dummies (Maam gave the example of a
foreigner who wants to own a land in the
Philippines. Use of dummy. You know that it is
not allowed by law, but if nobody questions,
everybody is happy). Of course, you are not
supposed to suggest that to your client. It
may be a solution. But it is not the relief
allowed by law. You should tell him that it is
not possible. Foreigners are not allowed to
own lands in the Philippines
For the satisfaction and enforcement of a
legal obligation: We know that there must
be a legal obligation.
So, thats the broad definition of Legal
Counseling. You have to assess yourself
where you belong in this spectrum, as to
determine which particular practice is most
appropriate for you.
Before a judicial or quasi-judicial body: We
all know what judicial body is, as well as
quasi-judicial bodies. The CIAC, for example,
is an arbitration body that deals with
construction matters. The judicial court
would refuse to hear such case involving
construction as judges are not construction
experts. Instead, you should bring the matter
to CIAC as the people there speak the same
language. They know the technical terms,
and they do not have to explain it in
laymens terms. So thats the purpose of
quasi-judicial bodies.
Legal Counseling by Atty. Angeles
1 July 2013
Transcribed by Faizah Tejero
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
Admin body or agency instrumentality of
the exec branch of the govt vested by law
with jurisdiction to settle and adjudicate
controversies arising from interpretation,
application and enforcement of the law or
administrative rule or regulation of the law or
admin rule or regulations.
You have a law passed by Congress and
towards the end of the legislation the law
states as to who is the implementing
agency.
Also defined unit of govt including any dept
bureau office or instrumentality, GOCC or
local govt or a distinct unit therein. (Sec 2
(4), Introductory Provisions, EO 292)
That agency or that admin body is tasked to
come up with IRR. Ex. Kasambahay Law,
DOLE asked to pass IRR. SSS Philhealth
involved. Required benefits.
Story and jokes about helpers vs washing
machine; take out food or katulong etc
Ex. RH law. Which agency to come up with
IRR. Any issues that will arise out of IRR are
good for lawyers!
More jobs for lawyers.
If there is a conflict, administrative remedy
first before you go to court.
Legal Counseling = Legal writing + Legal
Ethics, etc
OVERVIEW PRACTICE OF LAW
Legal ethics that branch of moral
science which treats of the duties
which an attorney owes to his client,
to the court, to the bar and to the
public. (ibid., p. 5, citing Jessup, The
Professional Ideals of a Lawyer, p. 4)
Q: Do you think legal ethics practiced in
1960s is the same as the legal ethics
practiced at present?
A: What is good cannot be changed. What
is bad is bad. Because we are just looking at
3
Higher pedestal in the community Lawyers
Code of Professional Responsibility It
creates and manages expectations
(Lecture of tty. Robert Jay Quitain Jr.,
MCLE Handout)
o This code is more specific for the
lawyer
o Micro aspect you deal with
somebody else (client)
o You also deal with the court. The
ultimate arbiter of controversies.
Your practice will be affected
by the decisions of the court. SO
deal with it.
o The bar. Association of lawyers.
Deal with your fellow lawyers.
The IBP.
o Deal with the community or
public at large. You dont want
your reputation besmirched.
o This code outlines what are the
responsibilities and the
expectations of a lawyer.
PRACTICE OF LAW IS NOT A BUSINESS
-Cases of disbarment: the practice of law is
not a business but a profession
in this day and age, members of the bar
often forget that the practice of law is a
profession and not a business. Lawyering is
not primarily meant to be a money-making
venture, and law advocacy is not a capital
that necessarily yields profits. The gaining of
a livelihood is not a professional but a
secondary consideration. Duty to public
service and to the administration of justice
should be the primary consideration of
lawyers, who must subordinate their personal
interest or what they owe to themselves. The
practice of law is a noble calling in which
emolument is a by product, and the highest
eminence may be attained without making
much money. (Burbe v Magulta, Adm. Case
No. 99-634, June 10, 2002)
FACTS:
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
Burbe waited. Hasnt heard anything.
Magulta just adviced him that he will file the
complaint. Magulta drafted a complaint
and gave it to the client.
After many visits, Burbe was suspicious. Burbe
went to the court to verify status of
complaint.
Clerk of court said nothing filed. Burbe was
angry.
Before that
Magulta said that the 25k was a deposit for
his appearance fee. Since nag kalabuan
na, I will just return your money. Magulta said
thats not the filing fee! (Defense of Magulta)
Hearing of Bar Discipline. Recommended for
the suspension of Magulta.
Client-atty relationship, money for filing fee,
Magulta should not have spent the 25k other
than the filing of the complain.
Magulta suspended for a year.
Lawyering is a calling. Lawyers are like
priests.
Magulta wasnt living up to the expectations
of the legal profession. Atty. and client
relationship established right away the
moment you give an advice to a client.
When you know that the person came up to
you to seek your professional help.
-As we said in Burge v Magulta: A lawyer-
client relationship was established from the
very first moment complainant asked resp
for legal advise regarding the formers
business. To constitute professional
employment, it is NOT essential that the
client employed the attorney professionally
on any previous occasion. It is not necessary
that any retainer by paid, promised, or
charged; neither is it material that the
attorney consulted did not afterward hand
4
You do not openly discuss with fellow
lawyers.
Corporate cases. You will never know if the
other party is interested in using the
information.
-If a person... consults a lawyer with a view
to obtaining professional advice or
assistance, and the atty voluntarily permits or
acquiesces with the consultation then the
professional employment is established.
Likewise, a lawyer-client relationship exists
not the close personal relationship between
the lawyer and the complainant or the non-
payment of the formers fees.
What will you do with the 25,000 which was
given as filing fee?
Magulta treated it as deposit.
POINT: what does the client want you to do
with the money?
You are not at liberty to decide what to do
with the money of the client.
The lawyers has a lien for his attys fees but
you were entrusted by your client. You
should set that amount aside deposit it in
trust.
When you are holding a clients property
account it properly and use it for the
purpose your client wanted you to do.
Protect them. Save them.
Ex. A lot was given to you. Lawyers-
Administers of estates. Be careful! Cannot
mix different apples in the basket. Do the
accounting up to the last centavo.
The 25,000 pesos shouldnt have been
unilaterally appropriated as part of his atty
fees. He should have filed a complaint.
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
umbrella of expenses authorized by the
client, you can deduct. After informing the
client. Moral of the story: do not play around
with the clients assets.
o Practice of law is not a legal right.
The practice of law is a privilege. A
bar candidate does not have the right
to enjoy the practice of the legal
profession simply by passing the bar
examinations. It is a privilege that can
be revoked, subject to the mandate
of due process, once a lawyer violates
his oath and the dictates of legal
ethics. Ui. Bonifactio, Adm Case No.
3319, June 8, 2000.
But you have to eat. Live. Shop. Cars to pay.
Family. Kids to send to school. Etc.
You need to balance your practice! Good
source of income that will allow you to
afford a lifestyle for your family. Robbie
Antonio. 35 year-old son of Century
Properties. Real Estate Developer. Paris Hilton
for Antonio family. Old man bought real
estate properties when people were fleeing
the Philippines. EDSA Rev. So this guy landed
in a magazine called Vanity Fair published in
New York. He hired the best architects in the
world to build a mansion called Stealth that
will house paintings of himself! Noted
painters around the world! Giant ultra
modern house called stealth.
IF it feeds your ego and youve done it
legally then its fine.
Feast or famine. At one time you have many
clients. Ganyan ang solo practitioners.
Minsan walang wala. Minsan marami.
Employment = regular income. Or
government. Or run for political office. Pork
Barrels of Senators = 700 millions. What the
heck do they need that for?
Congressman, 70 MILLION.
5
Why? Its like bahala na. Maybe someday I
will be congressman as well.
Intelligence funds = UNACCOUNTED!
Story of BMI.
Atty Bonifacio is a lady lawyer who was
inlove with a married man. Petition for
disbarment was dismissed. After she learned,
she distanced herself from him. She got off.
She got married the guy in Hawaii but said
she didnt know that the guy was married.
Not only moral but should also be seen as
moral.
Now if at this point you cannot morally
upright, seek other professions. Aggrieved
spouses. If you cannot be faithful to your
wife. Wag na kayong mag abogado.
Court setting the standards of morality for
lawyers. Certificate of Good Moral
Character.
Instances not considered practice of law
(cited in Bartes book):
-Gratuitous furnishing of legal aid to the poor
who are in pursuit of any civil remedy, as a
matter of charity does not constitute
practice of law (debatable)
-Search of records of realty to ascertain
what they may disclose without giving any
opinion or advise as to the legal effects of
what may be found
-Work involves only clerical labor of filling in
the blanks on form or a mere mechanical
act of copying from a file copy or finished
document involving no legal thing
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
Determination of where or not an individual
is in the practice of law
-necessary for the entitlement of lawyers
fees
-basis for filing of action for usurpation of
official functions
What a notary public does?
Obliged to determine to look at the
document that it is a LEGAL document
Primary purpose is to VOUCH.
Overview LEGAL ETHICS
Canon 7: A lawyers shall at all times uphold
the integrity and dignity of the legal
profession and support the activities of the
Integrated Bar.
Pres Decree created the IBP 40 years old this
year.
Rule 7.03 of Canon 7 states: A lawyer shall
not engage in conduct that adversely
reflects on his fitness to practice law, nor
shall he, whether in public or private life,
behave in a scandalous manner to the
discredit of the legal profession.
As officers of the court, lawyers must not only
in fact be of good moral character but must
also be seen to be of good moral character
and leading lives in accordance with the
highest moral standards of the community.
More specifically, a member of the Bar and
officer of the court is not only required to
refrain from adulterous relationship or the
keeping of mistresses but must also so
behave himself as to avoid scandalizing the
public by creating the belief that he is
flouting those standards. Tolosa v Cargo,
Adm. Case No. 2385, March 8, 1989.
Mrs. Tolosa. TOA transfer of affection
6
Tolosa v. Cargo March 8, 1989
Burbe v. Magulta June 10, 2002
July 8, 2013
By: Renan Lasala
You have to be mindful of your relationships
as to avoid scandalizing the public. What is
our gauge of the publics reaction? We now
have cyberspace or the social media, the
word or gossip will spread like wildfire. You,
as a member of the bar, has to hold your
horses. You should stay away from those
situations and refrain from those kind of
relationships.
In Hadjula vs Madianda, the SC held, The
moment complainant approached the then
receptive respondent to seek legal advice,
a veritable lawyer-client relationship evolved
between the two. Such relationship imposes
upon the lawyer certain restrictions
circumscribed by the ethics of profession.
Among the burdens of the relationship is that
which enjoins the lawyer, respondent in this
instance, to keep inviolable confidential
information acquired or revealed during
legal consultations.
So, just always remember that when a
person comes to you and reveals or
discusses information , they are supposed to
be kept confidential at any stage of the
proceedings, whether at the beginning,
during possible negotiations for settlement,
or in the courts of litigation. So if at the end
of the day, the lawyer declines a particular
case, the lawyer still has the obligation to
keep confidential all information that has
been revealed to him.
Again, a lawyer-client relationship was
established from the very first moment
complainant asked respondent for legal
advice regarding the formers business. This
is a very high standard, a very high bar, to
overcome or to argue your way out that
there is no lawyer-client relationship except
in those instances like we discussed before,
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
Likewise, a lawyer-client relationship exists
notwithstanding the close personal
relationship between the lawyer and the
complainant or the nonpayment of the
formers fees.
Alright, lets go now to Clients funds and
property.
So, you are a solo practitioner class and
then you meet a farmer who goes to you
and asks for help but the poor farmer has
nothing to pay you. So he tells you,
Attorney, wala man koy pambayad sa
imuha, kaning titulo sa akong yuta, pwede
kani akong pambayad sa imo?. Maybe the
poor farmer is only indebted to you for
probably 50 or 100K, and then his 5 hectare
land is valued at probably 1 million. No! You
have to be careful when you are entrusted
the land of a farmer. Same goes with the
funds, if you convert those funds or
appropriate the private property, then it
would be a clear violation of our Code of
Professional Ethics. Now, of course, you may
have a lien on the funds of the client, or
documents or other papers that have come
to your possession. You may retain them until
your fees or disbursements are paid. You
have that right that is provided for by law,
but you have to make sure that all is
accounted for. Therefore, you must have a
good accounting system. So you have the
law practice, you have the substance or the
theories, but you also have the operational
aspect. Thats why you have a book keeper.
CONFLICT OF INTEREST
Now, when you get into corporate practice,
over the years you will get the trust and
confidence of private companies. Now, for
example, on your second year, you say,
Aaaah, its now time for me to build my
own practice or maybe you transfer to
another law firm as they are offering you a
bigger salary or that they are making you
co-partner. So, here you are, the junior
associate of ABC Law Firm and after 7 years,
somebody else (say XYZ) sees your
undeniable talent, so XYZ Firm will now offer
you a partnership. So, you transfer to XYZ law
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firm? Your client or their client? What about
the confidential information that the client of
the other lawyers have revealed to them?
What about the information of your client
that you are about to bring to the law firm?
So, therell now be a conflict of interest.
In solo practice, there is usually no conflict of
interest. Magisa ka lang naman e,
pagkatanong mo sa client na o, sino
kalaban mo dito? Makikita mo na agad na
there will be a conflict of interest. You can
easily see the parties that are at war, so
therefore you can only side with one.
Conflicts of Interest, diba would be very
tricky, in big law offices.
We have under the Code of Professional
Responsibility Rule15.01.
CANON 15 - A LAWYER SHALL OBSERVE
CANDOR, FAIRNESS AND LOYALTY IN ALL HIS
DEALINGS AND TRANSACTIONS WITH HIS
CLIENTS.
Rule 15.01 - A lawyer, in conferring with a
prospective client, shall ascertain as soon as
practicable whether the matter would
involve a conflict with another client or his
own interest, and if so, shall forthwith inform
the prospective client.
Rule 15.02 - A lawyer shall be bound by the
rule on privilege communication in respect
of matters disclosed to him by a prospective
client.
So, this requires us to be transparent with our
clients. If there is a prospectivel client, you
have to do your own conflicts check. We
now have information technology. And in IT,
we have 4 things to check for a possible
conflict of interest. So, how does a conflicts
check run? It actually depends on the
software that your law firm uses. You can run
a conflicts check by Subject Matter. You
can run a conflicts check by Board of
Directors. You can run a conflicts check by
Name of the party. Or it can be Lawyers
handling similar matters. So, once the results
are printed out, then you cross out the
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
class, and then you begin to render service
to that client, there is a lot of information in
the database where all the others can
access. That information would be readily
available. Everything is in file folders. They
want your files to be embedded in the
system so that when you run a conflicts
check, the result of the check would be a
true representation of the actual case file.
This is very important because when
something arose as a conflict of interest, you
may be sued for malpractice.
Rule 15.03 - A lawyer shall not represent
conflicting interests except by written
consent of all concerned given after a full
disclosure of the facts.
So, if you have a prospective client that is
too valuable to lose, and you tell your
managing partner about it. What they
usually do is to prohibit access of information
of that particular client, and pinpoint the
names of such people who are granted
access. So that when the clients information
leaks, you already have a list of possible
suspects for such leakage.
In the case of Robert West vs Batacan (?):
No conflicting duties as that is a rule
founded on public policy. In all aspects, you
have to avoid appearances of double duty
especially for people who pay us!
Another test of the inconsistency of interests
is whether the acceptance of a new relation
will prevent an attorney from the full
discharge of his duty of undivided fidelity
and loyalty to his client or invite suspicion of
unfaithfulness or double-dealing in the
performance thereof, and also whether he
will be called upon in his new relation to use
against his first client any knowledge
acquired in the previous employment. The
first part of the rule refers to cases in which
the opposing parties are present clients
either in the same action or in a totally
unrelated case; the second part pertains to
those in which the adverse party against
whom the attorney appears is his former
client in a matter which is related, directly or
8
protect the confidentiality of such
document.
There was one case, she was a legal
assistant. She works for the acquisitions and
mergers group. Of course, she was
preparing some of the documents, and so
she knew the ups and downs of the
transaction. She was using this information in
trying to buy stocks of shares. So she was
investigated, as they were already seeing a
pattern. It was found that she was doing it.
She contends that I am just part of the
public who can buy shares of stocks of other
companies. The prosecuting attorney
argued that, you were making use of
confidential information to profit or gain
from the production. You have an undue
advantage from the rest of the public
because you have access to the
transaction.
Theres also what we call confidentiality slips.
These are in the form of a memo that only
these limited people can access the file.
There are also made to be under oath to
keep this information confidential.
Do these apply to government agencies?
YES.
Lets go to the options for a lawyer. Theres
SOLO PRACTICE, where you become your
own boss. Also, you can be an ASSOCIATE
for a PRIVATE Law Firm or you can be a legal
officer in a PUBLIC Corporation. The field is so
wide that you can take your pick.
What are the benefits of a SOLO
practitioner? You are your own boss. You do
not have to log in or out. Your income is
based on your own sipag.
Whats the downside? It does not yield to a
lot of clients. No client will go to a lawyer
without an established reputation. As in all
professional endeavors, you have to build
your reputation over the years. There is also
no extra support when pressed for time. Both
administrative and legal concerns will be
burdened by the solo practitioner. So these
are the challenges that await a solo
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
owns in the partnership, and what are the
expectations must be placed in writing.
Partnership and private law firms. These
generally offer better opportunities. It really
depends on the final practice you are into.
You may form among classmates, friends,
family, etc. Existing partnership usually have
the capability to defray overhead costs in
maintain a law office. You have to make
sure though that the articles of partnership
are implemented to the letter.
Comment: Most of the professors next
lecture is all about beautification of your law
office. Get good furniture. Require a dress
code to your staff. etc.
You must also have a general counsel for
the partnership. This is for conflicts like
malpractices. The general counsel would
tend the relation. He would resolve dispute
among lawyers themselves, or with clients,
where the reputation of the firm is at stake.
You must also have a chief financial officer,
or at least a book keeper, an accountant to
do your books.
Sometimes, you also have a marketing
official. Here in the Philippines, we are not
that savvy yet. You must pitch your services.
Its like selling your services. This is not
allowed in our jurisdiction. But sometimes
when there is a specific valuable client you
want to get, so you prepare a presentation
wherein you introduce them of the several
services you offer. Its more of a strategy that
one must consider. In a partnership, there is
usually an expert on each field, theres one
who specializes in labor law, and the other
on tax law, family law, and then such lawyer
who actually does the job gets a markup.
What are the positions in a corporate legal
department? In-house counsel, general
counsel, and legal officer. They may get
outside counsels if theres a need for it. They
really get help from people who are experts.
If you are a big private law firm, you may get
the chance to travel because that is
considered tax deductible or an operating
9
employers allow their lawyers to engage in
private practice but that is quite rare.
In formal law departments, the head lawyer
is referred to as general counsel who carries
responsibility as director or officer of
corporation. Among general counsels, there
have an organization. Usually, the Secretary
of the Board is a general counsel. As they
should oversee what is happening inside the
company. But if they want a fresh
perspective, they get corporate secretaries
from another law firm.
The head lawyer reports directly to the
president. The usual basis of sectioning is the
legal subject matter. You can be head of
the tax division, labor division, litigation or
insurance.
Every corporate law department adopts a
system by which lawyers work is assigned.
The corporate policy must be to comply with
the law as the law department construes it
and all officers and other management
employees and all the lawyers in the law
department must know this is to be the case.
In other words, corporate lawyers are bound
by the corporate policy. What is the
objective? You are working for the
organization.
How do you join a corporate law
department?
a. Referrals;
b. Recruitments; or
c. Pluck out of private practice.
Other disadvantages: lesser chance of
doing litigation work, and they do not do
hard legal study and analysis as these are
usually encountered by private practitioners.
Legal Counselling
July 15 4th Meeting
By Faizah Tejero
Legal Officer in Corporate Law Department
Disadvantages
Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
Government Employment
Biggest single employer of lawyers
Ex. If you are a Senator but not a
lawyer, out of the 700M pork barrel
they will hire the best lawyers. Make
sure you get the best minds who do
not copy speeches which have not
yet been delivered before! You will be
guilty of plagiarism.
Salary depends on salary grade, but
generally high assure you of a
steady income. But my advice is if you
are looking for a govt position make
sure you have experienced other
positions before you go into govt
positions. Make sure its not your 1st job
as a lawyer. Spend 5-10 years. Look at
it as a jump off point to other
opportunities.
Government employment covers all
branches of the government Legis,
Exec, Jud
Constitutional Commissions
Dept of Justice mother dept of the
prosecution service
All other departments have their
respective legal departments
Provincial and municipal levels of the
government
Government-owned and controlled
corporation; Government Financial
Institutions
No reason for you to be unemployed.
The Judiciary, which includes the
judges from the MTC all the way to the
Supreme Court, the Clerks of Courts,
researchers.
Advantages
Steady income; future GSIS pension
Generally not as stressful as private
practice
Room for advancement in the
bureaucracy
For couples with young children, wife-
lawyer usually finds government
position accommodating to domestic
schedule
o Depends what agency. DFA, DTI
10
Working in the bureaucracy can
be frustrating to idealistic lawyers
Non-Government Organizations
Advocacy Groups
Charitable Organizations
Specialization
MAJOR AREAS OF SPECIALIZATION
A. Transactional/Commercial
B. Litigation
going to court or to administrative
bodies, quasi-judicial bodies, involves
opposing parties, does not only
involve going to court but an
advocacy which is in contrast to
another partys positions, and there
must be one prevailing party
-specialty because it demands certain
skills you know the rules of the game,
you have to know evidence, how to
refute the other partys position by
evidence. In criminal cases, the
amount of evidence you will present
to prove guilt beyond reasonable
doubt. Not learned how you skilfully
apply them. Question on how many
years youve been doing this thing
Transactional law- requires
development of knowledge on setting
up or initiating a business transaction
from the beginning of the process to
closure of the transaction
Ex. Organizing business affairs,
even run some of the aspect of
a business
You have to be very acquainted with
rules and regulation of that particular
business area
Ex. Client in Mining Operations,
you have to know the Mining Act, IRR
so that you can provide very good
service to your client
Dont be misled by clients saying ATTY!
Lunch tayo! Golf tayo! Atty! Binyag ng
apo ko! Tapos mag padala ka ng
Statement of Accounts. Kasi dun sa
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
the government agencies involved;
the tax aspect of the business, etc.
Example client is opening a foreign
exchange store; need to know BSP
rules
Example client has several buildings
rented out; lawyers is retainer for this
business; a lawyer needs to know
rental law, law on eviction, etc
Example client has a fleet of PUJs;
lawyer needs to know rules on
franchising
Litigation
Lawyer who takes up court litigation
as a specialization must know the rules
of procedure and evidence by heart.
Problem of backlog of court cases
also spring from the fact that many
practitioners are not prepared to be
litigators.
Litigation also encompasses modes of
alternative dispute resolution
Only discouraging we have so much
backlog. Yung iba tumanda na sa practice,
you hate going to courts. Because you know
its just a waste of make-up. When you get
there mag pa postpone pala yung kabilang
party!
Tell you client: Never go into litigation. The
court system will be part of his life in the next
5 or 7
years.
GENERAL PRACTICE
General Practice a mix of both
litigation and transactional areas
Law practice in small cities, towns and
rural areas involves a bit of
transacational and litigation practice
Opening a law office
Filing system
-Lawyer will design the filing system for his
easy access;
11
July 22
by: Renan Lasala.
Transribers note: Really short class as
professor came in late. Recording was for
less than an hour.
Transactional/Commercial
-Land Transactions
-Estates, Succession: the field of estate
law is very broad. There are a lot of things
like receivership, estate proceedings, etc.
When you are a lawyer a big state you have
to know a lot, civil law, family law, etc.
-Franchising
-Communications: the field of
communications include television, and
broadcasting.
-Agrarian
Etc.
Transactional Law system development of
knowledge on setting up or initiating a
business transaction from the beginning of
the process to closure of the transaction.
Comment: When you say specialization, this
usually applies to lawyers in big cities. When
you go international, we have big law firms
which have 1200 lawyers. Most of the
transactional conflicts usually need the
services of law firms where the head office is
based.
General practice- a mix of both litigation
and transactional areas. Law practice in
small cities, towns, and rural areas involves a
bit of transactional and litigational practice.
Opening a law office (Comment: When you
open a law office, as in any real estate, its
all about location location location! You
have to make sure that you are properly
located. You have to make a review where
you plan to put up a law office. Of course
they are a lot of considerations there. Some
lawyers look at easy access to the courts, or
if you are a parent, near a school.)
Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
-accessible to public transportation for
clients; sufficient client parking.
Filing system (Comment: You have to
look up a filing system as your law
office will be filled up with files. How
should your files be classified or
treated as far as information
technology is concerned?)
-Lawyer will design the filing system for
his easy access;
-Major categories of files:
Client Files
Accounting Files
Administrative Files
One-man law office
-Draw a floor plan.
-Physical set-up decent reception
area, office for lawyer, conference
room for interviewing clients in
confidence, space for staff, office
equipment, pantry, supply.
-shelf with law books and other
references conveys diligence.
(Comment: law books that are
originally bound! Not your
photocopies. J)
-office must be clean (in looks and in
smell) and organized. It must convey
an image of professionalism. Tell your
employees to look professional. Make
sure that you let them wear shoes.
There must be observance of proper
decorum.
-staff must be polite and language
used must be appropriate (both over
the phone or emails, and face to face
conversation with clients). BE the
example. When you are with your
staff, you can be friendly, but not too
friendly. This is the same with your
clients. There must always be that
degree of formality, so that there will
be no misinterpreted acts.
-staff must be accommodating.
-appropriate furniture (NO TO
MONOBLOC CHAIRS! J)
Client files (Comment: For every client,
12
Every time you work for a file, even if
its just for reviewing, you have to
have a record for what you did for the
file. E.g. 1. Read research material for
franchising (Time spent: 1 hour). 2.
Drafted opinion letter (Time spent: 30
minutes). So that at the end of the
month, you can present to your client
what you have done and he easily
sees a chronology of the events. The
timeline also works as a review for the
lawyer himself. You have to track your
work. This includes every pleading,
communication or conversation done
like text message or long distance
calls, research, etc.)
-must contain folders.
-folders for client contact details;
general correspondence; billing sent
out to client.
-if litigation file, files for pleadings.
-number of folders; numbering of
bellows.
-color coding of folders (white for
general correspondence; red for
billing).
Accounting files (Comment: This is
important as the law office is a
business. Everything must be recorded
so as you would know if this office
made money at the end of the year.
When it comes to money, you must be
on top of it. Regardless of the nature
of your office, you must have a viable
accounting system.)
-separate from the accounts folder.
-office accounting for
clients/bookkeeping.
-salaries of staff.
-accounts receivables/accounts
payable.
-overhead expenses and government
fees.
Administrative file
-Personnel must sign confidentiality
agreement; number depending on
how efficient the organization should
be.
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
29 July 2013
Legal Counseling
TSN by Faizah Tejero
Groupings next week. At least 5 members
per group.
Clear with me first your prospects.
25-page report
Opening a law office
Administrative file
o Personnel must sign
confidentiality agreement,
number depending on how
efficient the organization should
be
o Membership in professional
organization
o Publication (articles written and
published)
o Marketing (sponsorship)
o Office lease agreement
o Information technology
Personnel
Before, in the RTC you need 5 copies
of your pleadings. Now, you only need
one set of files. The computerization of
the SC and how the information
technology is used, your staff must
know word processing, how to save a
file in the diskette, how to send emails
with attachments, etc. Can you PDF
this and send this to the other lawyer?
Were a bit slow to cash especially
lawyers in the provinces but we are
already catching up. Nakakaawa
lang yung mga senior lawyers of the
IBP. 60 and above typewriter pa sila.
Use carbon paper to make 7 copies.
You can also invest in programs that
13
Ex. Acrobat has a program where you
can scan the document one time and
then the system will divide the by-
product. Ex. 10-page document per
pdf. So that it will not be too big.
Membership
First, you have to be a member of the
IBP. Rotary, Jaycess, Toastmasters
Publications (articles wriiten and
published)
Good way to putting your name out
If you are a constitutionalist, you can
write an academic article, have it
published.
Marketing (sponsorship)
In Canada, the big firms have
marketing departments. Isnt that a
violation of the ethics? They treat it
differently. They feel that the client has
to know.
Regular sales speech. But if you are a
solo practitioner, you dont want to do
it. But it shouldnt be the case. If you
have the time to make a sales
speech, do so. So that people will
recognize and remember you.
You need to have an office manager.
If wala, then it will be you.
Calendar System
o Must set up calendar system in
the office where scheduled
appearances in court or
meetings should be monitored
by all
o Could be done electronically
o Deadline for pleadings must
also be monitored
o The following weeks schedule
should be finalized Friday of the
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014 14

longer just type), the first thing she has to do client. Akala niya libre na
is to find a deadline. They are really part of lahat! Para respetuhin
the practice itself. Sometimes the assistant ang charge ninyo.
has a color code. Ex. Red is the very When your client is crying
important. Yellow 2 weeks from now. Its a that is the time you
system that must work for yourself. charge him. When the
client is desperate,
Weekends are very important for lawyers to charge him and he will
unwind. accept the agreement.
Pag nangangailangan,
yes ng yes. Because if he
Electronic Data Bank has already gotten what
he wanted, goodbye
Software for law practitioners atty.
o Supreme court decisions Ikaw nalang bahala
o Word processing CONSIDER ANOTHER
o Billing EMPLOYMENT. You will
o Accounting feed your family chickens
o Office networking and eggs.
o Available software application Paper is clean, ink,
for efficiency bookkeeping subject-verb agreement,
nice letterhead
English speaking assistant
ex. Hi Mr. Cruz welcome
Billing the Client to our office would you
like some coffee? Tea?
Important considerations Wag yung 3in1! Buy a
o Client must feel he is not coffee maker! Except if
overcharged your client demands a
o Determine how valuable the 3in1.
matter is for your client Staff properly dressed.
o Client must feel he gets value Decent, modest,
for his money Dont just send updated. Personable,
you owe me this much. List polite.
down the expenses. Log. Keep Everybody must smell
a record of telephone calls July good. Mag lagay ng
29. Client inquired, response was pabango.
this. 2 days after that, text As long as your client feels
message or email in the middle important.
of the night. You have to be Cups match. Mura lang
compensated for absorbing his yan sa NCCC! Make sure
anger. Compensation for the no chips
bothering. The better presentation
Business Development you have, the client will
you want it charged to also be pleased with
the firm for accounting paying his money
purposes. Starbucks. I will
not pay from my own
pocket. I will charge it to
the client. You charge it Two concepts of attorneys fees
A. Ordinary concept reasonable
to business
Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
should have reasonable
compensation for such services
-Not in writing or express but
when you are already giving advice
there is a presumption that you ought
to be compensated for your advice
-Sending your messenger to go
to the Registry of Deeds this is part of
your legal services
-Long distance calls made can
be part of your atty.s fees
B. Extraordinary concept attorneys
fee is an indemnity for damages
ordered by the court to be paid by
the losing party in a litigation
-Basis cases provided for or
allowed under the law
e.g. Art. 2208 of the Civil
Code
-Instances when
allowed to claim atty.s fees
-not to refund you
but indemnity for your client
-Payable to prevailing/winning
party, not to the lawyer, unless client
has agreed that award shall pertain to
the lawyer as additional
compensation of part thereof
-Make sure you are
around when the client encashes the
check
-You must be able to
psychologise your client! Para di ka
maisahan
Two kinds of retainer fees
A. General retainer
(retaining fee) - fee paid to
lawyer to secure his future
services as general counsel for
any ordinary legal problem that
may arise in the ordinary
business of the client and
referred to him for legal action;
this fee is paid whether or not a
case is referred to a lawyer; a
compensation for lost
15
B. Special retainer fee
fee for a specific case handled
or special services rendered by
lawyer to client; if for every case
there is a separate and
independent contract for
attorneys fees, each fee is
considered a special retainer
The Supreme Court held that
"A retaining fee is a preliminary fee
given to an attorney or counsel to
insure and secure his future services,
and induce him to act for the client. It
is intended to remunerate counsel for
being deprived, by being retained by
one party, of the opportunity of
rendering services to the other and of
receiving pay from him, and the
payment of such fee, in the absence
of an express understanding to the
contrary, is neither made nor received
in payment of the services
contemplated; its payment has no
relation to the obligation of the client
to pay his attorney for the services for
which he has retained him to
perform." TRADERS ROYAL BANK
EMPLOYEES UNION INDEPENDENT VS
NLRC and Emmanuel Cruz
GR 120592, March 14, 1997
Where there is no mention of a special
retainer fee in the retainers contract,
it cannot be presumed that lawyer
waived his right to entitlement of
compensation for services actually
rendered in a case in the absence of
proof to the contrary.
The basis for the compensation would
be quasi contract. As embodied in
our law, certain lawful, voluntary and
unilateral acts give rise to the juridical
relation of qua-contract to the end
that no one shall be unjustly enriched
or benefited at the expense of
another. (Articles 1157 and 2142, Civil
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
August 5
Transcribed by: Renan Lasala.
Just to backup a little class, there are two
kinds of attorneys fees.
Ordinary concept- the fee or amount for
which a client needs to pay for your services
in the regular course of business.
Extraordinary concept- the one imposed by
the court as part of the damages awarded
to the winning party.
Two kinds of retainer fees:
A. General retainer (retaining fee)
fee period to secure his future services
as general counsel for any ordinary
legal problem that may arise in the
ordinary business of the client
(example of ordinary legal service is
notarial service) and referred to him
for legal action; this fee is paid
whether or not a case is referred to a
lawyer as a compensation for lost
opportunities of rendering services to
another.
B. Special retainer fee fee for a
specific cause handled or special
services rendered by lawyer to client;
if for every case there is a separate
and individual contract for attorneys
fees, each fee is considered a special
fee.
Transcribers note: As the professors slides
kept repeating the Royal Traders bank case
to explain retainers fees, I decided to
include the Royal Traders Bank FULL TEXT
decision below. Ive read it and it really was
useful for the full understanding of the
concept of retainers fees. Ive highlighted
the parts which were in the professors slides
and parts which I personally think are
important.)
TRADERS ROYAL BANK EMPLOYEES UNION-
16
Petitioner Traders Royal Bank Employees
Union and private respondent Atty.
Emmanuel Noel A. Cruz, head of the E.N.A.
Cruz and Associates law firm, entered into a
retainer agreement on February 26, 1987
whereby the former obligated itself to pay
the latter a monthly retainer fee of P3,000.00
in consideration of the law firms undertaking
to render the services enumerated in their
contract.[1] Parenthetically, said retainer
agreement was terminated by the union on
April 4, 1990.[2]
During the existence of that agreement,
petitioner union referred to private
respondent the claims of its members for
holiday, mid-year and year-end bonuses
against their employer, Traders Royal Bank
(TRB). After the appropriate complaint was
filed by private respondent, the case was
certified by the Secretary of Labor to the
National Labor Relations Commission (NLRC)
on March 24, 1987 and docketed as NLRC-
NCR Certified Case No. 0466.[3]
On September 2, 1988, the NLRC rendered a
decision in the foregoing case in favor of the
employees, awarding them holiday pay
differential, mid-year bonus differential, and
year-end bonus differential.[4] The NLRC,
acting on a motion for the issuance of a writ
of execution filed by private respondent as
counsel for petitioner union, raffled the case
to Labor Arbiter Oswald Lorenzo.[5]
However, pending the hearing of the
application for the writ of execution, TRB
challenged the decision of the NLRC before
the Supreme Court. The Court, in its decision
promulgated on August 30, 1990,[6]
modified the decision of the NLRC by
deleting the award of mid-year and year-
end bonus differentials while affirming the
award of holiday pay differential.[7]
The bank voluntarily complied with such final
judgment and determined the holiday pay
differential to be in the amount of
P175,794.32. Petitioner never contested the
amount thus found by TRB.[8] The latter duly
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
petitioner union, the TRB management and
the NLRC of his right to exercise and enforce
his attorneys lien over the award of holiday
pay differential through a letter dated
October 8, 1990.[11]
Thereafter, on July 2, 1991, private
respondent filed a motion before Labor
Arbiter Lorenzo for the determination of his
attorneys fees, praying that ten percent
(10%) of the total award for holiday pay
differential computed by TRB at P175,794.32,
or the amount of P17,579.43, be declared as
his attorneys fees, and that petitioner union
be ordered to pay and remit said amount to
him.[12]
The TRB management manifested before
the labor arbiter that they did not wish to
oppose or comment on private
respondents motion as the claim was
directed against the union,[13] while
petitioner union filed a comment and
opposition to said motion on July 15,
1991.[14] After considering the position of
the parties, the labor arbiter issued an
order[15] on November 26, 1991 granting
the motion of private respondent, as follows:
WHEREFORE, premises considered, it is
hereby ordered that the TRADERS ROYAL
BANK EMPLOYEES UNION with offices at
Kanlaon Towers, Roxas Boulevard is hereby
ordered (sic) to pay without delay the
attorneys fees due the movant law firm,
E.N.A. CRUZ and ASSOCIATES the amount of
P17,574.43 or ten (10%) per cent of the
P175,794.32 awarded by the Supreme Court
to the members of the former.
This constrained petitioner to file an appeal
with the NLRC on December 27, 1991,
seeking a reversal of that order.[16]
On October 19, 1994, the First Division of the
NLRC promulgated a resolution affirming the
order of the labor arbiter.[17] The motion for
reconsideration filed by petitioner was
denied by the NLRC in a resolution dated
May 23, 1995,[18] hence the petition at bar.
17
differential to its members, in violation of the
retainer agreement; and that the
challenged resolution of the NLRC is null and
void,[19] for the reasons hereunder stated.
Although petitioner union concedes that the
NLRC has jurisdiction to decide claims for
attorneys fees, it contends that the award
for attorneys fees should have been
incorporated in the main case and not after
the Supreme Court had already reviewed
and passed upon the decision of the NLRC.
Since the claim for attorneys fees by private
respondent was neither taken up nor
approved by the Supreme Court, no
attorneys fees should have been allowed
by the NLRC.
Thus, petitioner posits that the NLRC acted
without jurisdiction in making the award of
attorneys fees, as said act constituted a
modification of a final and executory
judgment of the Supreme Court which did
not award attorneys fees. It then cited
decisions of the Court declaring that a
decision which has become final and
executory can no longer be altered or
modified even by the court which rendered
the same.
On the other hand, private respondent
maintains that his motion to determine
attorneys fees was just an incident of the
main case where petitioner was awarded its
money claims. The grant of attorneys fees
was the consequence of his exercise of his
attorneys lien. Such lien resulted from and
corresponds to the services he rendered in
the action wherein the favorable judgment
was obtained. To include the award of the
attorneys fees in the main case
presupposes that the fees will be paid by TRB
to the adverse party. All that the non-
inclusion of attorneys fees in the award
means is that the Supreme Court did not
order TRB to pay the opposing party
attorneys fees in the concept of damages.
He is not therefore precluded from filing his
motion to have his own professional fees
adjudicated.
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
the apparent confusion between and the
conflicting views of the parties.
There are two commonly accepted
concepts of attorneys fees, the so-called
ordinary and extraordinary.[20] In its ordinary
concept, an attorneys fee is the reasonable
compensation paid to a lawyer by his client
for the legal services he has rendered to the
latter. The basis of this compensation is the
fact of his employment by and his
agreement with the client.
In its extraordinary concept, an attorneys
fee is an indemnity for damages ordered by
the court to be paid by the losing party in a
litigation. The basis of this is any of the cases
provided by law where such award can be
made, such as those authorized in Article
2208, Civil Code, and is payable not to the
lawyer but to the client, unless they have
agreed that the award shall pertain to the
lawyer as additional compensation or as
part thereof.
It is the first type of attorneys fees which
private respondent demanded before the
labor arbiter. Also, the present controversy
stems from petitioners apparent
misperception that the NLRC has jurisdiction
over claims for attorneys fees only before its
judgment is reviewed and ruled upon by the
Supreme Court, and that thereafter the
former may no longer entertain claims for
attorneys fees.
It will be noted that no claim for attorneys
fees was filed by private respondent before
the NLRC when it acted on the money
claims of petitioner, nor before the Supreme
Court when it reviewed the decision of the
NLRC. It was only after the High Tribunal
modified the judgment of the NLRC
awarding the differentials that private
respondent filed his claim before the NLRC
for a percentage thereof as attorneys fees.
It would obviously have been impossible, if
not improper, for the NLRC in the first
instance and for the Supreme Court
18
fees, he did not in any way modify the
judgment of the Supreme Court.
As an adjunctive episode of the action for
the recovery of bonus differentials in NLRC-
NCR Certified Case No. 0466, private
respondents present claim for attorneys
fees may be filed before the NLRC even
though or, better stated, especially after its
earlier decision had been reviewed and
partially affirmed. It is well settled that a
claim for attorneys fees may be asserted
either in the very action in which the services
of a lawyer had been rendered or in a
separate action.[21]
With respect to the first situation, the remedy
for recovering attorneys fees as an incident
of the main action may be availed of only
when something is due to the client.[22]
Attorneys fees cannot be determined until
after the main litigation has been decided
and the subject of the recovery is at the
disposition of the court. The issue over
attorneys fees only arises when something
has been recovered from which the fee is to
be paid.[23]
While a claim for attorneys fees may be
filed before the judgment is rendered, the
determination as to the propriety of the fees
or as to the amount thereof will have to be
held in abeyance until the main case from
which the lawyers claim for attorneys fees
may arise has become final. Otherwise, the
determination to be made by the courts will
be premature.[24] Of course, a petition for
attorneys fees may be filed before the
judgment in favor of the client is satisfied or
the proceeds thereof delivered to the
client.[25]
It is apparent from the foregoing discussion
that a lawyer has two options as to when to
file his claim for professional fees. Hence,
private respondent was well within his rights
when he made his claim and waited for the
finality of the judgment for holiday pay
differential, instead of filing it ahead of the
awards complete resolution. To declare
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
Assailing the rulings of the labor arbiter and
the NLRC, petitioner union insists that it is not
guilty of unjust enrichment because all
attorneys fees due to private respondent
were covered by the retainer fee of
P3,000.00 which it has been regularly paying
to private respondent under their retainer
agreement. To be entitled to the additional
attorneys fees as provided in Part D (Special
Billings) of the agreement, it avers that there
must be a separate mutual agreement
between the union and the law firm prior to
the performance of the additional services
by the latter. Since there was no agreement
as to the payment of the additional
attorneys fees, then it is considered waived.
En contra, private respondent contends that
a retainer fee is not the attorneys fees
contemplated for and commensurate to the
services he rendered to petitioner. He
asserts that although there was no express
agreement as to the amount of his fees for
services rendered in the case for recovery of
differential pay, Article 111 of the Labor
Code supplants this omission by providing for
an award of ten percent (10%) of a money
judgment in a labor case as attorneys fees.
It is elementary that an attorney is entitled to
have and receive a just and reasonable
compensation for services performed at the
special instance and request of his client. As
long as the lawyer was in good faith and
honestly trying to represent and serve the
interests of the client, he should have a
reasonable compensation for such
services.[26] It will thus be appropriate, at
this juncture, to determine if private
respondent is entitled to an additional
remuneration under the retainer
agreement[27] entered into by him and
petitioner.
The parties subscribed therein to the
following stipulations:
x person(s), juridical or natural, wherein the
x presence of counsel is not for mere
x consultation except CBA negotiations which
19
1. Assurance that an Associate of the Law
Firm shall be designated and be available
on a day-to-day basis depending on the
Unions needs;
2. Legal consultation, advice and render
opinion on any actual and/or anticipatory
situation confronting any matter within the
clients normal course of business;
3. Proper documentation and notarization
of any or all transactions entered into by the
Union in its day-to-day course of business;
4. Review all contracts, deeds, agreements
or any other legal document to which the
union is a party signatory thereto but
prepared or caused to be prepared by any
other third party;
5. Represent the Union in any case wherein
the Union is a party litigant in any court of
law or quasi-judicial body subject to certain
fees as qualified hereinafter;
6. Lia(i)se with and/or follow-up any
pending application or any papers with any
government agency and/or any private
institution which is directly related to any
legal matter referred to the Law Firm.
B. SPECIAL LEGAL SERVICES
1. Documentation of any contract and
other legal instrument/documents arising
and/or required by your Union which do not
fall under the category of its ordinary course
of business activity but requires a special,
exhaustive or detailed study and
preparation;
2. Conduct or undertake researches and/or
studies on special projects of the Union;
3. Render active and actual participation or
assistance in conference table negotiations
with TRB management or any other third
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
5. Prosecution or defense of any case
instituted by or against the Union; and,
6. Represent any member of the Union in
any proceeding provided that the particular
member must give his/her assent and that
prior consent be granted by the principal
officers. Further, the member must conform
to the rules and policies of the Law Firm.
C. FEE STRUCTURE
In consideration of our commitment to
render the services enumerated above
when required or necessary, your Union shall
pay a monthly retainer fee of THREE
THOUSAND PESOS (PHP 3,000.00), payable in
advance on or before the fifth day of every
month.
An Appearance Fee which shall be
negotiable on a case-to-case basis.
Any and all Attorneys Fees collected from
the adverse party by virtue of a successful
litigation shall belong exclusively to the Law
Firm.
It is further understood that the foregoing
shall be without prejudice to our claim for
reimbursement of all out-of-pocket expenses
covering filing fees, transportation,
publication costs, expenses covering
reproduction or authentication of
documents related to any matter referred to
the Law Firm or that which redound to the
benefit of the Union.
D. SPECIAL BILLINGS
In the event that the Union avails of the
services duly enumerated in Title B, the Union
shall pay the Law Firm an amount mutually
agreed upon PRIOR to the performance of
such services. The sum agreed upon shall
be based on actual time and effort spent by
the counsel in relation to the importance
and magnitude of the matter referred to by
the Union. However, charges may be
20
x
x
x
The provisions of the above contract are
clear and need no further interpretation; all
that is required to be done in the instant
controversy is its application. The P3,000.00
which petitioner pays monthly to private
respondent does not cover the services the
latter actually rendered before the labor
arbiter and the NLRC in behalf of the former.
As stipulated in Part C of the agreement, the
monthly fee is intended merely as a
consideration for the law firms commitment
to render the services enumerated in Part A
(General Services) and Part B (Special Legal
Services) of the retainer agreement.
The difference between a compensation for
a commitment to render legal services and
a remuneration for legal services actually
rendered can better be appreciated with a
discussion of the two kinds of retainer fees a
client may pay his lawyer. These are a
general retainer, or a retaining fee, and a
special retainer.[28]
A general retainer, or retaining fee, is the fee
paid to a lawyer to secure his future services
as general counsel for any ordinary legal
problem that may arise in the routinary
business of the client and referred to him for
legal action. The future services of the
lawyer are secured and committed to the
retaining client. For this, the client pays the
lawyer a fixed retainer fee which could be
monthly or otherwise, depending upon their
arrangement. The fees are paid whether or
not there are cases referred to the lawyer.
The reason for the remuneration is that the
lawyer is deprived of the opportunity of
rendering services for a fee to the opposing
party or other parties. In fine, it is a
compensation for lost opportunities.
A special retainer is a fee for a specific case
handled or special service rendered by the
lawyer for a client. A client may have
several cases demanding special or
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
As to the first kind of fee, the Court has had
the occasion to expound on its concept in
Hilado vs. David[29] in this wise:
There is in legal practice what is called a
retaining fee, the purpose of which stems
from the realization that the attorney is
disabled from acting as counsel for the other
side after he has given professional advice
to the opposite party, even if he should
decline to perform the contemplated
services on behalf of the latter. It is to
prevent undue hardship on the attorney
resulting from the rigid observance of the
rule that a separate and independent fee
for consultation and advice was conceived
and authorized. A retaining fee is a
preliminary fee given to an attorney or
counsel to insure and secure his future
services, and induce him to act for the
client. It is intended to remunerate counsel
for being deprived, by being retained by
one party, of the opportunity of rendering
services to the other and of receiving pay
from him, and the payment of such fee, in
the absence of an express understanding to
the contrary, is neither made nor received in
payment of the services contemplated; its
payment has no relation to the obligation of
the client to pay his attorney for the services
for which he has retained him to perform.
(Emphasis supplied).
Evidently, the P3,000.00 monthly fee
provided in the retainer agreement
between the union and the law firm refers to
a general retainer, or a retaining fee, as said
monthly fee covers only the law firms
pledge, or as expressly stated therein, its
commitment to render the legal services
enumerated. The fee is not payment for
private respondents execution or
performance of the services listed in the
contract, subject to some particular
qualifications or permutations stated there.
Generally speaking, where the employment
of an attorney is under an express valid
contract fixing the compensation for the
attorney, such contract is conclusive as to
21
We have already shown that the P3,000.00 is
independent and different from the
compensation which private respondent
should receive in payment for his services.
While petitioner and private respondent
were able to fix a fee for the latters promise
to extend services, they were not able to
come into agreement as to the law firms
actual performance of services in favor of
the union. Hence, the retainer agreement
cannot control the measure of remuneration
for private respondents services.
We, therefore, cannot favorably consider
the suggestion of petitioner that private
respondent had already waived his right to
charge additional fees because of their
failure to come to an agreement as to its
payment.
Firstly, there is no showing that private
respondent unequivocally opted to waive
the additional charges in consonance with
Part D of the agreement. Secondly, the
prompt actions taken by private
respondent, i.e., serving notice of charging
lien and filing of motion to determine
attorneys fees, belie any intention on his
part to renounce his right to compensation
for prosecuting the labor case instituted by
the union. And, lastly, to adopt such theory
of petitioner may frustrate private
respondents right to attorneys fees, as the
former may simply and unreasonably refuse
to enter into any special agreement with the
latter and conveniently claim later that the
law firm had relinquished its right because of
the absence of the same.
The fact that petitioner and private
respondent failed to reach a meeting of the
minds with regard to the payment of
professional fees for special services will not
absolve the former of civil liability for the
corresponding remuneration therefor in
favor of the latter.
Obligations do not emanate only from
contracts.[31] One of the sources of extra-
contractual obligations found in our Civil
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
one shall be unjustly enriched or benefited
at the expense of another.
A quasi-contract between the parties in the
case at bar arose from private respondents
lawful, voluntary and unilateral prosecution
of petitioners cause without awaiting the
latters consent and approval. Petitioner
cannot deny that it did benefit from private
respondents efforts as the law firm was able
to obtain an award of holiday pay
differential in favor of the union. It cannot
even hide behind the cloak of the monthly
retainer of P3,000.00 paid to private
respondent because, as demonstrated
earlier, private respondents actual rendition
of legal services is not compensable merely
by said amount.
Private respondent is entitled to an
additional remuneration for pursuing legal
action in the interest of petitioner before the
labor arbiter and the NLRC, on top of the
P3,000.00 retainer fee he received monthly
from petitioner. The law firms services are
decidedly worth more than such basic fee in
the retainer agreement. Thus, in Part C
thereof on Fee Structure, it is even
provided that all attorneys fees collected
from the adverse party by virtue of a
successful litigation shall belong exclusively
to private respondent, aside from
petitioners liability for appearance fees and
reimbursement of the items of costs and
expenses enumerated therein.
A quasi-contract is based on the presumed
will or intent of the obligor dictated by equity
and by the principles of absolute justice.
Some of these principles are: (1) It is
presumed that a person agrees to that
which will benefit him; (2) Nobody wants to
enrich himself unjustly at the expense of
another; and (3) We must do unto others
what we want them to do unto us under the
same circumstances.[33]
As early as 1903, we allowed the payment of
reasonable professional fees to an
interpreter, notwithstanding the lack of
22
former. Equity and fair play dictate that
petitioner should pay the same after it
accepted, availed itself of, and benefited
from private respondents services.
We are not unaware of the old ruling that a
person who had no knowledge of, nor
consented to, or protested against the
lawyers representation may not be held
liable for attorneys fees even though he
benefited from the lawyers services.[35] But
this doctrine may not be applied in the
present case as petitioner did not object to
private respondents appearance before
the NLRC in the case for differentials.
Viewed from another aspect, since it is
claimed that petitioner obtained
respondents legal services and assistance
regarding its claims against the bank, only
they did not enter into a special contract
regarding the compensation therefor, there
is at least the innominate contract of facio
ut des (I do that you may give).[36] This rule
of law, likewise founded on the principle
against unjust enrichment, would also
warrant payment for the services of private
respondent which proved beneficial to
petitioners members.
In any case, whether there is an agreement
or not, the courts can fix a reasonable
compensation which lawyers should receive
for their professional services.[37] However,
the value of private respondents legal
services should not be established on the
basis of Article 111 of the Labor Code alone.
Said article provides:
ART. 111. Attorneys fees. - (a) In cases of
unlawful withholding of wages the culpable
party may be assessed attorneys fees
equivalent to ten percent of the amount of
the wages recovered.
x x x
The implementing provision[38] of the
foregoing article further states:
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
In the first place, the fees mentioned here
are the extraordinary attorneys fees
recoverable as indemnity for damages
sustained by and payable to the prevailing
part. In the second place, the ten percent
(10%) attorneys fees provided for in Article
111 of the Labor Code and Section 11, Rule
VIII, Book III of the Implementing Rules is the
maximum of the award that may thus be
granted.[39] Article 111 thus fixes only the
limit on the amount of attorneys fees the
victorious party may recover in any judicial
or administrative proceedings and it does
not even prevent the NLRC from fixing an
amount lower than the ten percent (10%)
ceiling prescribed by the article when
circumstances warrant it.[40]
The measure of compensation for private
respondents services as against his client
should properly be addressed by the rule of
quantum meruit long adopted in this
jurisdiction. Quantum meruit, meaning as
much as he deserves, is used as the basis
for determining the lawyers professional
fees in the absence of a contract,[41] but
recoverable by him from his client.
Where a lawyer is employed without a price
for his services being agreed upon, the
courts shall fix the amount on quantum
meruit basis. In such a case, he would be
entitled to receive what he merits for his
services.[42]
It is essential for the proper operation of the
principle that there is an acceptance of the
benefits by one sought to be charged for
the services rendered under circumstances
as reasonably to notify him that the lawyer
performing the task was expecting to be
paid compensation therefor. The doctrine
of quantum meruit is a device to prevent
undue enrichment based on the equitable
postulate that it is unjust for a person to
retain benefit without paying for it.[43]
Over the years and through numerous
decisions, this Court has laid down
guidelines in ascertaining the real worth of a
23
of services rendered or required; (b) the
novelty and difficulty of the questions
involved; (c) the importance of the subject
matter; (d) the skill demanded; (e) the
probability of losing other employment as a
result of acceptance of the proffered case;
(f) the customary charges for similar services
and the schedule of fees of the IBP chapter
to which the lawyer belongs; (g) the amount
involved in the controversy and the benefits
resulting to the client from the services; (h)
the contingency or certainty of
compensation; (i) the character of the
employment, whether occasional or
established; and (j) the professional standing
of the lawyer.
Here, then, is the flaw we find in the award
for attorneys fees in favor of private
respondent. Instead of adopting the above
guidelines, the labor arbiter forthwith but
erroneously set the amount of attorneys
fees on the basis of Article 111 of the Labor
Code. He completely relied on the
operation of Article 111 when he fixed the
amount of attorneys fees at P17,574.43.[44]
Observe the conclusion stated in his
order.[45]
x x x
FIRST. Art. 111 of the Labor Code, as
amended, clearly declares movants right to
a ten (10%) per cent of the award due its
client. In addition, this right to ten (10%) per
cent attorneys fees is supplemented by
Sec. 111, Rule VIII, Book III of the Omnibus
Rules Implementing the Labor Code, as
amended.
x x x
As already stated, Article 111 of the Labor
Code regulates the amount recoverable as
attorneys fees in the nature of damages
sustained by and awarded to the prevailing
party. It may not be used therefore, as the
lone standard in fixing the exact amount
payable to the lawyer by his client for the
legal services he rendered. Also, while it
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014
in the case at bar, involving a conflict
between lawyer and client, to observe the
above guidelines in cases calling for the
operation of the principles of quasi-contract
and quantum meruit, and to conduct a
hearing for the proper determination of
attorneys fees. The criteria found in the
Code of Professional Responsibility are to be
considered, and not disregarded, in
assessing the proper amount. Here, the
records do not reveal that the parties were
duly heard by the labor arbiter on the
matter and for the resolution of private
respondents fees.
It is axiomatic that the reasonableness of
attorneys fees is a question of fact.[46]
Ordinarily, therefore, we would have
remanded this case for further reception of
evidence as to the extent and value of the
services rendered by private respondent to
petitioner. However, so as not to needlessly
prolong the resolution of a comparatively
simple controversy, we deem it just and
equitable to fix in the present recourse a
reasonable amount of attorneys fees in
favor of private respondent. For that
purpose, we have duly taken into account
the accepted guidelines therefor and so
much of the pertinent data as are extant in
the records of this case which are assistive in
that regard. On such premises and in the
exercise of our sound discretion, we hold
that the amount of P10,000.00 is a
reasonable and fair compensation for the
legal services rendered by private
respondent to petitioner before the labor
arbiter and the NLRC.
WHEREFORE, the impugned resolution of
respondent National Labor Relations
Commission affirming the order of the labor
arbiter is MODIFIED, and petitioner is hereby
ORDERED to pay the amount of TEN
THOUSAND PESOS (P10,000.00) as attorneys
fees to private respondent for the latters
legal services rendered to the former.
SO ORDERED.
24
compensation for services actually rendered
in a case in the absence of proof to the
contrary.
The basis for the compensation would be
quasi-contract. (See Royal Traders Bank
above).
Sebreno vs CA; June 8, 1995; The measure of
compensation for private respondents
services as against his client should properly
be addressed by the rule of quantum meruit
long adopted in this jurisdiction. Quantum
Meruit, meaning as much as he deserves.
This is used as the basis for determining the
lawyers professional fee in the absence of a
contract, but recoverable by him from his
client.
Guidelines in ascertaining the real worth of a
lawyers sercives (Rule 20.01, Canon 20 of
the Code of Professional Responsibility) and
should be considered in fixing a reasonable
compensation for services rendered by a
lawyer on the basis of Quantum Meruit.
These are:
a.) Importance of the subject matter;
b.) Novelty and difficulty of the questions
involved;
c.) Skill demanded;
d.) Probability of losing other employment
as a result of acceptance of the
preferred case;
e.) Customary charges for similar services
and the schedule of fees of the IBP
chapter to which the lawyer belongs;
f.) The amount involved in the
controversy and the benefits resulting
to the client for services;
g.) Time spent and the extent of services
rendered or required;
h.) Contingency or certainty of
compensation;
i.) Character of the employment,
whether occasional or established;
j.) Professional standing of the lawyer.
Contract of Employment- in case of series of
work for client, signing of contract of legal
 Legal Counseling || Transcribed by Renan Lasala and Faizah Tejero || 3 Manresa S.Y. 2013-2014 25

If lawyer discharged without cause,

entitled to full compensation.
If lawyer discharged with cause, not
entitled to compensation either on the
written contract or on quantum
meruit. (e.g. negligence on the part of
the lawyer, or it was mishandled).
Rule above applies when lawyer
abandons the case or withdraws
without justifiable cause before its
termination, unless with consent of
client.
You must also have a Businesslike approach
in fixing the payment of attorneys fees. For
example, in the billing statement, it must be
in a clean paper with a logo embossed, or a
personalized letter head. Also, the delays
must be explained to the client. Updates
must also be given.
Well continue with business development
next meeting.

Contingent fee contract

As long as contract is not tainted with
fraud, undue influence, mistake, or
suppression of facts on the part of the
lawyer, terms of contract shall be
implemented against the portion of
the clients property subject of
contract, but only if the suit or
litigation ends favorable to the client.
(Comment: This can be real or
personal property. You can have a
contingency fee contract as long as
there was no fraud, undue influence,
etc. In other words, lay your cards on
the table. If the client consents, that is
ok, as long as theres no vitiation of
such consent.)
If case is lost, no payment of fee.
If whats agreed upon is
unconscionable, court may step in to
make it reasonable.

There was one case class. It was proven that

while the case was going on, the partners of
the firm went into the spa for a facial, a
massage, pedicure, and manicure, and
even beauty products! They had a lot of
visits and these were listed and accounted
for by their client, which was a SPA clinic. So
the client said that we already paid you in
the form of services that we gave you. The
firm insists, on the other hand, that the
agreement was for 20Million pesos. The court
ruled that the firm cannot collect anymore.
The fee was unconscionable, and there was
already a payment through the services
given, and the products taken from such