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

LUIZ BOI
Defendant

ANSWER
WITH COUNTERCLAIM
Defendant Luiz Boi through undersigned counsel, respectfully states:
1. Defendant denies the allegations in paragraph 1 for lack of sufficient
knowledge.
2. Defendant admits the allegations in paragraph 2 of the complaint
3. Defendant admits the allegation in paragraph 3 with regard to his
address indicated as jolly roger industrial enterprises, g/f treasure island
building, crocodile park, pavia, iloilo. where he may be served with summons
and other court processes but denies the plaintiff’s personal circumstances due
to lack of sufficient knowledge.
4. Defendant partly admits the allegations in paragraph 4. Defendant was
aware that the supply and installation of the 50 cubic meters/ day advance
oxidation system was for Oakridge Business Park in Cebu City but does not
know whether or not Plaintiff indeed entered into a contract with Oakridge
Business Park.
5. Defendant denies the allegations in paragraph 5. Defendant was not a
subcontractor for the said project with Oakridge Business Park. Instead,
Defendant executed a letter- contract with the Plaintiff for the supply and
installation of the water treatment system for a total contract price of Two
Million Five Hundred Thousand Pesos (P 2,500,000)1 the terms of which are as
follows

- Fifty percent (50%) down payment amounting to One Million Two

Hundred Fifty Thousand pesos ( P 1,250,000.00)
-Forty Percent (40%) down payment amounting to One Million Pesos (
1,000,000.00 ) upon delivery of equipment;

6. 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 a mere quotation but was already a contract drawn between both parties.
Based on the wording of the letter-contract dated October 8, 2013, Plaintiff's
representative Mester Smee, 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 October 9, 2013 and made the
corresponding down payment on the same date.

7. Defendant denies the allegation in paragraph 7 of the complaint. Defendant

did not have to make Plaintiff believe that he was qualified in the installation of
the water system because he really does possess the capability, expertise and
qualification in doing the required work. As a matter of fact, he is the exclusive
distributor of the advanced oxidation waste water treatment system in Iloilo
City and has a direct supplier based in Manila.

8. Defendant denies the allegation in paragraph 8 of the complaint for the lack
of sufficient knowledge.

9. Defendant partly admits the allegation in paragraph 9 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 (P1,250,000.00)
However, defendant denies that this payment was made with the condition that
another contract for sub-contracting was to be executed. As a matter of fact, in
the course of their initial discussion before the contract dated October 8, 2013
was executed, there was no mention from Plaintiff that a sub-contract
agreement should be executed.

1 A copy of memorandum of agreement is also attached herein as Annex 1.

10. Plaintiff denies the allegation in paragraph 10 but admits that he belatedly
issued the receipt to plaintiffs for the reason that it was still being printed.
Defendant however did issue the receipt to plaintiff on January 14, 2014 for the
50% down payment.2

11. Defendant denies that allegation in paragraphs 11 and 12. The truth of the
matter is that after Plaintiff made the 50% down payment in the amount of
P1,250,000.00 for the water treatment system, defendant furnished plaintiff
with a memorandum of agreement on October 10, 2013. The memorandum of
agreement contained essentially the same terms and conditions as the contract
executed on October 10,2013 but was drafted following the request from
Defendant Manila supplier for the latter’s own files only if Plaintiff’s
representative was amenable to signing it. However, plaintiff was never
required to sign this memorandum of agreement because the contract dated
October 8, 2013 was already subsisting. In fact, defendant fulfilled his
obligation as mandated in the contract dated October 8,2013 by delivering the
required equipment on January 23, 2013 in Cebu City despite the fact that
plaintiff refused to sign the memorandum of agreement

12. It was only after delivery of the equipment on January 23, 2013 that the
subcontract agreement came into the picture. After delivery of the equipment,
defendant reminded plaintiff that it was now his turn to pay forth 40% of the
contract price, or P 1,000,000 as agreed upon earlier. Plaintiff then told
defendant to proceed to the latter’s office but when defendant got there, the
secretary of Mester Smee , Plaintiff representative, gave Defendant the
subcontract agreement and told Defendant that he would not be paid the
amount of P1,000,000.00 if he did not sign this second agreement. This move
surprised and angered Defendant because this was not among the terms and
conditions agreed upon in connection with the water treatment system
installation. When Defendant received a copy of the sub-contract agreement, he
then told Fin's secretary that he was not signing the said agreement.
Defendant's initial position that he was not signing the said sub-contract
agreement was further reinforced after reviewing its contents which contained
additional provisions completely alien to their earlier terms and conditions and
were crafted to greatly favor Plaintiff at the expense of Defendant.
13. Plaintiff denies the allegations in paragraph 13 of the Complaint. It is clear
that Plaintiff did not even attempt to make another contract which would
incorporate the terms and conditions of Defendant. The supposed contract
which purportedly incorporates Defendant’s terms and conditions is not even
between Plaintiff and Defendant but denominates Plaintiff and a certain SGV
Enterprise as parties. Defendant is not even a party to the said contract.
14. Defendant partly admits the allegation in paragraph 14 as to the delivery of
the equipment needed on January 23, 2013, as well as the fact of demand made
upon Plaintiff by Defendant for 40% of the contract price.
15.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. Defendant did not deliver the remaining equipment because of their
sensitive nature which would be installed only during the completion and
activation stage of the water treatment system’s installation
16. Defendant also denies that the equipment delivered on January 23, 2013
was only worth Three Hundred. Moreover, Defendant agreed to the contract
price which involved purchase of not just the equipment for the water
treatment system but the corresponding technology.
17. Defendant likewise denies that he failed to start the project because the
delivery of the equipment already constituted the initial step in commencing
installation of the water treatment system.
18. Defendant denies Plaintiff's allegation in paragraph 15 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. 3' However,
upon inspection of the area where the water treatment system was to be
installed, the site was not yet ready. 4 Coupled with the fact that Defendant also
refused to pay the amount of P1,000,000.00 equivalent to forty percent (40%)
of the contract price, Defendant could not possibly proceed with the installation
of the water treatment system.
19. Defendant admits the allegations in paragraphs 16 and 17.
20. Defendant partly admits the allegations in paragraph 18 as to receipt of
Plaintiff's letter dated March 4, 2014. 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

2 Copy of Floor Design and Blueprint

of P1,000,000.00 upon delivery of the equipment. Likewise, thhe ninety (90)
days period corresponds to working, not calendar days. Thus, defendant cannot
said to be in delay when plaintiff has yet to fulfill his obligation of paying the
amount of P1,000,000.00 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 P1,000,000.00
upon delivery of the equipment. Likewise, the ninety (90) day period
corresponds to working, not calendar, days. Thus, Defendant cannot be said to
be in delay when plaintiff has yet to fulfill his obligation of paying the amount
of P1,000,000.00.
21. Defendant partly admits the allegation on 19 of the Complaint insofar as the
letter paragraph written by Defendant's former counsel Atty. Radney Garcia,
demanding payment of the of R1,000,000.00 equivalent 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 March 11, 2014 that it was terminating the
contract dated October 8, 2013.5
22. Defendant admits the allegations in paragraph 21 and 22.
23. Defendant denies the allegations in paragraph 23. 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.
24. Defendant denies the allegations in paragraphs 24, 26, 27, 28 and 29 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.
25. Defendant denies the allegation in paragraph. Defendant once more
vehemently denies that he did not have the capability to install the water
treatment system or that plaintiff caused any kind of verification of his
expertise.

3 Termination of Contract Letter

4 Termination of Contract Letter Response
 BY WAY OF SPECIAL
AND AFFIRMATIVE DEFENSES:
STATES THAT:
26. Plaintiff cannot properly ask for the return of the amount of P1,250,000.00
corresponding to the 50% down payment it made, as well as damages, on the
ground of breach of contract by the Defendant.
27. The agreement between the parties as embodied in Annex 1 clearly
stipulates the terms of payment and that the consideration was for PHP
2,500,000.00. 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
28.That the intention of the parties was for Plaintiff to pay Defendant 40% of
the contract price or an amount equivalent to P1,000,000.00 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 March 4,
2014 to Defendant that the "40% payment is premised on your full delivery of
the materials.”11 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.
29. Defendant never reneged on any of his obligations with Plaintiff. After
receipt of the 50% down payment from Plaintiff, Defendant then proceeded to
deliver the needed equipment to the installation site as agreed n upon, a fact
which has been admitted by plaintiff itself.
30. Thus, Defendant having fulfilled his prestation, it was now incumbent upon
Plaintiff to pay the amount of p1,000,000.00. Plaintiff, however, was sneaky and
grossly in bad faith. He refused to release the amount of p1,000,000.00 after
Defendant made the delivery and gave the appropriate demand. Instead,
Plaintiff told Defendant that he was not paying the amount of p1,000,000.00
unless Defendant signed the sub-contract agreement which was never part of
their previous arrangement. Defendant was never told he had to sign another
sub-contract agreement as a pre-condition to the payment of P1,000,000.00. In
fact, when Defendant made the delivery of the equipment, he was abiding by
the terms and conditions stated in the contract dated October 8, 2013.
31. Moreover, the sub-contract agreement contained provisions which were
unilaterally raised by Plaintiff without Defendant's consent. The new
provisions were all tilted in favor of Plaintiff and ascribed all kinds of new
liabilities to Defendant which were never formed part of their previous
discussion and negotiations. In effect, Plaintiff sought to hold Defendant
hostage by forcing him to sign the sub-contract agreement before releasing the
amount of P1,000,000.00. The parties never stipulated that the signing of the
sub-contract agreement was a pre-requisite for the release of the
PHP1,000,000.00 representing 40% of the contract price.
32. As a cover-up, Plaintiff alleges that it could not have paid the amount of
P1,000,000.00 because Defendant failed to deliver a number of equipment to
the site in Cebu. In the first place, the equipment delivered to the site in Cebu
consisted of 90% of the materials needed for the operation of the water
treatment system. The remaining equipment consisting about 10% of the total
system, were to be installed only when the water treatment system was to be
activated and were not meant to be delivered in the initial phase of the project.
33. Aside from the fact that the remaining equipment were to be delivered only
alder' activation, the said equipment was also not delivered particularly
because they were sophisticated and sensitive machinery which, when exposed
to vibration, dust and the elements, could greatly affect their functionality.
When Defendant visited the site on January 23, 2014 to deliver the major
equipment, it was noted that the area where the water treatment system was
to be installed was not ready yet. Instead of the area where a cistern was to be
installed, there was only a huge hole on the ground. Moreover, there was no
concrete platform and padding in place where the equipment for the water
treatment system should have been positioned and installed. Likewise, there
were no plumbing provisions in place, such as pipes from the septic tank to the
water treatment system and pipes leading to the cistern tank which, as
specified in the letter-contract dated December 8, 2013, should have been
supplied and installed by Plaintiff. As a matter of fact, the site engineer, advised
Defendant that it would be better if he would delay delivery of the equipment
because the site was not yet ready but Defendant wanted to fulfill his obligation
so he still delivered the equipment."
34. Since Plaintiff failed to pay the amount of j P1,000,000.00 despite delivery
of the equipment, on I February 24, 2014, Defendant called Mester Smee via
telephone, Plaintiff’s representative, to make a follow-up. Smee said that he can
pay the amount of Six Hundred Thousand Pesos (P600,000.00) through a dated
check and then the remaining Four Hundred Thousand Pesos (P400,000.00)
through a check post-dated twenty (20) days later. Defendant told Plaintiff he
will first have to consult with his supplier based in Manila.
35. Plaintiff further insisted that the remaining Undelivered items should be
given to him. Defendant explained that the remaining items were sensitive in
nature and should be delivered only when the system was to be activated but,
as a sign of good faith, defendant manifested that he was willing to make the
delivery if Smee would sign a waiver in case the sensitive equipment would
incur damage while in Smee's custody. Smee however did not signify his
willingness to sign the waiver.
36. 3 After consulting with his supplier in Manila, Defendant then sent a text
message to Fio, telling him that the payment of the remaining 40% should be in
full. Fio sent a haughty reply which stated, "600K dated 20 days' (..Yan mabigay
namin..sabihin mo kung di mo mapuntahan papa gawa ko sa iba." replied to
Smee, telling him that he was willing not to accept the compromise, take the
risk and explain the matter to the Manila supplier. Defendant then received an
answer from Smee through another text message which said, "Sa weds.9-10am
sa ofc. Sabi ni mrs. Para pa sign sau check voucher."
37. It was when Defendant arrived in Plaintiff's office on February 26, 2014 that
he was told that he would not be paid the amount of P1,000,000.00 unless he
signed the sub-contract agreement. Defendant naturally refused and left the
office.
38. Because Defendant refused to sign the sub-contract agreement, Smee's
sister, Joyce Smee, then began harassing Defendant by sending a series of text
messages meant to pressure him. Joyce began haranguing Defendant to sign the
sub-contract agreement. In a text message sent by Joyce to Defendant, she
said, "Deo bigyan kita ng deadline na makuha mo yung contract na napirmahan
ng manila at mapuntahan dito sa cebu ang trabaho mo until Friday. Kung di
tlaga kayo mkkpagcooperate sorry na lang. I'm trying my best na maayos pero
ayaw mkpgcooperate ng manila office nyo. Pls contact kuya ry for any concerns
regarding this. Last msg ko na to sayo.""

39. Plaintiff, through its representative Mester Smee further showed its
underhandness when it threatened defendant with a complained lodged before
the National Bureau of Investigation which turned out to be an outright lie
when defendant verified with the Bureau as to its veracity.
40. Thus, on February 27, 2014 Defendant wrote Plaintiff a letter to formally
demand for the amount of P1,000,000.00 corresponding to 40$ of the contract
price. Defendant also reiterated his previous statement that he could not sign
the sub contract agreement and that this should not be a pre-condition for the
payment of the amount of P1,000,000.00. Defendant, however clearly
manifested that he was still willing to push through with the installation of the
water treatment if the amount of 1,000,000. is paid.
41. It is apparent that Plaintiff was in no position to demand for the delivery of
all the equipment. In the first place, the remaining equipment were supposed
to be delivered only when the system was ready for activation. Second,
Defendant was willing to make the delivery but the site itself was not yet ready
for such sensitive equipment. Third, Defendant was also ready to deliver the
remaining items if Plaintiff would assume the risks which came with the
sensitive equipment but Plaintiff did not signify such willingness.

42. 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.

43. 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
prestation of paying the amount of P1,000,000.00 upon delivery of the
equipment which Plaintiff utterly refused to do without just cause.

44. 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:

45. 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 P1,000,000.00 and subsequent termination of the
contract sans a valid around, Defendant has incurred injury.
46.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.
47.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.
48.If Plaintiff has indeed commissioned another group to work on the water
treatment system and has rendered it impossible for Defendant to finish the
system, Plaintiff should return the delivered equipment in good and working
condition and pay damages in the amount of at least Five Hundred Thousand
Pesos (P500,000.00).
BY WAY OF DAMAGES,
STATES, THAT:
49. 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)

50. Plaintiff has likewise resorted to underhand techniques in a bid to skirt its
obligation of paying P1,000,000.00 to defendant. In order to defer others from
following Plaintiff's reckless in filing baseless and unfounded suits, plaintiff
should be assessed a sum of Three Hundred Thousand Pesos (P300,000.00) as
exemplary damages.

51. Because of the baseless suit instituted by plaintiff, defendant was forced to
defend himself in the present case and secure the services of counsel for a fee
of Fifty Thousand Pesos (P50,000.00) and One One thousand Five Hundred
Pesos (1,500.00) oer hearing whuch should be assessed against Plaintiff as
attorney's fees.

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 ( P1,000,000.00) 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; or

C. In the alternative, to return to defenatn the equipment delivered and pay the
amount of at least Five Hundred Thousang pesos (P500,000.00) as damages in
the event that defendant can no longer install the water treatment system due
to Plaintiff's fault.

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.

Other reliefs just and equitable are likewise prayed for.

RESPECTFULLY SUBMITTED.

Iloilo City for Barotac Viejo, Iloilo, Philippines, December 4, 2017.

BELLEZA LAW OFFICE

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

VERIFICATION/ CERTIFICATION
I, Luiz Boi, 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 27th day of June 2014 in
the City of Iloilo City, Philippines

Luiz Boi
Competent Evidence of Identity:
Driver's License No. F03-93-076217

Affiant whose name and personal circumstances are stated above, appered in
persons before me this ____________________________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 __________________________
with photo and proof of his identity.

BELLEZA LAW OFFICE

COUNSEL FOR DEFENDANT
LUIZ BOI
3RD FLOOR, UNIT 3I,
NBWORLD BUILDING,
MANDURRIAO, ILOILO CITY
Annexes
 Annex 1

MEMORANDUM OF AGREEMENT

Know all Men by these Presents:

THIS AGREEMENT, MADE NAD ENTERED INTO THIS 10TH DAY OF OCTOBER
2013, ILOILO CITY, BY AND BETWEEN,

Thinker Bale Incorporation, operating as a single proprietorship, with

business address at Treewood tower, 7th floor, neverland st, Iloilo city,
represented by the Owner, Mester Smee , hereinafter referred to as the
contracting party

and
Jolly Roger Industrial Enterprises, a company duly organized and existing
under the laws of the Philippines, with office address at G/F Treasure Island
Building, Crocodile Park, Pavia, Iloilo., represented by Luiz Boi, hereinafter
referred to as the "CONTRACTOR"

WITNESSETH That

WHEREAS, the CONTRACTING PARTY IS required by Oakridge- Rustans Cebu

to Install and operate a Sewage Treatment Plant (STP) with Recycling System
- an environmental requirement of the government agencies concerned for its
operations.

WHEREAS THE CONTRACTOR is a company engaged on design and

installation of waste mangagement system and equipment commonly referred
to a sewege treatment Plant (STP) a requirement stated aboce:
`

Annex 1

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 STP 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.

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) units fine filters
 Four (4) units aeration equipement
 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
 Annex 1

CONTRACTOR SUB – CONTRACTOR

THINKER BALE INCORPORATION JOLLY ROGER INDUSTRIAL
TIN ENTERPRISES
BY: TIN:
BY:
___________________________ _______________________
MESTER SMEE LUIZ BOI

Signed in the presence of

_______________________________ _______________________________
Acknowledgement

Republic of the Philippines

City of Iloilo : S.S.
The Principals,
Name CTC Date/Place Issued TIN
Mester Smee
Luiz Boi

Appeared in person before me tis ___ day of _____ 2014 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.
 Annex 1

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.______ Book No. _______

Series of 2014 Page No._______
Annex 2
 Annex 3

Termination of Contract Letter

Mester Smee
Proprietor
Thinker Bale Incorporation

Dear Mr. Boi

Please be informed that the three (3) day period has already lapsed and you
still have not fulfilled any of the obligations stated in the said letter. We,
therefor regret to inform you that we are terminating our agreement effective
immediately, With this termination, we demand that you return the One Million
Two Hundred Fifty Thousand PHP downpayment which you receieved on
October 8, 2013, plus estimated damages for unfulfilled obligations of
P300,000.00 within five (5) days for receipt of this letter, Otherwise, we will file
the appropriate legal action in court to protect our interest.

We hope that you give this matter your utmost attention

Respectfully Yours

Mester Smee
CEO,President
 Annex 4

Response to Termination of Contract Letter

March 12, 2014

Mr Mester Smee
Thinker Bale Incorporation
Treewood Tower, 7th floor,
Neverland St, Iloilo city.

Re Your Letters dated March 4, and 11, 2014

Greetings:

I am writing this letter on behalf of my client, respondent corporation, as

herein represented by Mr. Mester Smee, in reply to the letters mentioned in
the above subject matter.

In your letter dated March 11,2014, you informed that effective immediately,
you areterminating the contract which you earlier executed with the former
with regard to the Oakridge (Rustans) Project in Cebu City

This is therefore to inform you that my client accepts such termination of

contract. Besides, this is one of the warnings provided in its final demand
letter dated March 6,2014, sent and received by your corporation. In the said
letter, my client warned that should you fail to fulfill your outstanding
obligation within the period stated there, it shall be constrained to cancel the
contract. To date, no such complicance has been made on your part. On the
contrary, you have opted to terminate the contract despite the earnest efforts
exerted by my client ot push through with the contract.
You likewise demanded from my client the return of the 1,250,000.00 down
payment and payment of Php 300,000.00 as damages. However, I regret to
inform you that my client cannot comply with these demands. Note that it was

Annex 4

your corporation who first breached the contract by requiring my client to

sign a new contract as a pre-condition to the latter’s payment of the 40%
quoted price. To reiterate with emphasis, that requirement is not found in the
original contract duly signed by you. Worse, that the new contract is utterly
one-sided of your corporation and oppressively biased against my client.

Anent your demand for the delivery of the equipment listed in your letter
dated March 4,2014, my client has been informing you that due to their
sensitive nature
these Equipment could not be delivered and installed on the completion
phase of the project. They cannot be installed at the moment because it is very
likely that they would be damaged. It was already explained to you that since
the Oakridge building is still under construction, delivering the said
equipment to the site would expose them to vibration, dust, other particles
and unnecessary hazards. Nonetheless, when you insisted their delivery, my
client acceded to this demand provided that you would sign a waiver and
assume the risk of their being damaged. However, you would not agree on this
condition
As to whether there was already a delivery of equipment, an ocular inspection
of the site of the project would readily show that all the equipment needed to
be delivered at this stage are already stored at the client's warehouse.
In view of the foregoing, my client accepts your declaration of termination of
the contract. The said agreement is now therefore cancelled and terminated
With respect to the return of the down payment, my client is willing to give
back the same provided that you, handover to it new equipment of the same
kind and quality as those already delivered to Oakridge, and pay the total
amount of damages it has incurred due to your breach of contract. My client
has already spend so much for the purchase, delivery , storage, etc of all the
equipment needed for the project. It cannot be overemphasized that the down
payment is even insufficient to cover all the expenses incurred by and caused
to my client.

Note that should my client later on determine that your down payment is less
than the amount of damages it has suffered for the cancellation of this project
due to your breach of contract, we shall be constrained to file the proper legal
actions in court to protect its interest

Annex 4
Please be guided accordingly,

Thank you.

Respectfully yours,

Atty Noel Christopher G. Belleza