Republic of the Philippines

REGIONAL TRIAL COURT

Third Judicial Region
Tarlac City
Branch ___

LAZY DOG REALTY AND

DEVELOPMENT CORPORATION,
Plaintiffs,
Civil Case No. ___________
- versus - For: Sum of Money and
Damages

KNOT, INCORPORATED and

RAGDOLLS ARE US, INC.,
BLACKAGAR BOLUDO AND
ROBERTO SENTRY
REYNALDO,
Defendants.
x-----------------------------------------------x

COMPLAINT

Plaintiff, through the undersigned counsel and before this

Honorable Court, avers:

1. The Plaintiff is a corporation with office address at San

Sebastian, Tarlac City and represented by its President, Mr.
Daniel Randolph Ramos. It may be served with the orders,
pleadings and processes at the address of their undersigned
counsel.

2. The Defendants are as follows:

a.) KNOT INCORPORATED is an entity with address at No. 53

Romulo Blvd., San Vicente, Tarlac City where it may be
served with the orders and processes of this Honorable
Court.

b.) RAGDOLLS ARE US, INC. is a corporation registered under

the laws of the Philippines with address at Brgy. San Isidro,
Tarlac City where it may be served with the orders and
processes of this Honorable Court.

c.) BLACKAGAR BOLUDO is the President of KNOT

INCORPORATED and RAGDOLLS ARE US. He is a
 Filipino, single, with address 771 P. Hilario St. Brgy.
Ligtasan, Tarlac City where he may be served with the
orders and processes of this Honorable Court.

d.) ROBERTO REYNALDO is the Treasurer of KNOT

INCORPORATED and RAGDOLLS ARE US. He is a
Filipino, single, with address 771 P. Hilario St. Brgy.
Ligtasan, Tarlac City where he may be served with the
orders and processes of this Honorable Court.

3. The Plaintiff is a real estate company that owns and holds

several parcels of land on which it has various commercial
buildings that it rents out to companies.

4. The Plaintiff conducts a rigorous selection and vetting process

before it selects its lessees or tenants and requires the
payment, upfront, of three (3) months’ rentals and security
deposit equivalent to a month’s rental. Monthly rentals for all its
units are in the amount of Twenty Thousand Pesos
(P20,000.00) and with an escalation clause of five (5%) to apply
on the fourth (4th) year.

5. The Defendant, through its President BB, expressed interest in

leasing one of Plaintiff’s units for a veterinary clinic which it
planned to put up.

6. Because the Plaintiff has a strict policy on accepting corporate

tenants only, it required the Defendant to submit proof that it
was a duly registered corporation.

7. However, BB explained that the corporation was still

undergoing incorporation, but that it intended to operate a
veterinary clinic. BB then presented the Plaintiff with a check
corresponding to three (3) months’ equivalent of rentals and the
required security deposit.

8. As result, the Plaintiff’s President then persuaded the Board of

Directors to allow the Defendant corporation to rent since he
received assurances that the Defendant was in the process of
incorporation already and that it even paid the advance rentals
and security deposit to show its good faith and intent.

9. The Board, agreeing with the President, allowed the Defendant

to lease the property provided that it incorporates within one (1)
month from signing of the Lease contract and to submit its
Articles of Incorporation and Certificate of registration from the
Securities and Exchange Commission (SEC).
10. On 08 January 2016, the parties signed the Lease
contract. A copy of the Lease Agreement is attached as Annex
“A.” Thereafter, the defendant began occupying the premises
and began constructing the clinic.

11. On 03 February 2016, or five (5) days before the one (1)
month grace period given to KNOT INCORPORATED to submit
its Articles of Incorporation, the Plaintiff, through its President,
called the President of KNOT INCORPORATED to remind the
company to submit its Articles. The period expired without the
company submitting its Articles of Incorporation.

12. Every month thereafter, the Plaintiff would request the

defendant through telephone calls to the corporate secretary of
the Defendant, to furnish it the Articles of Incorporation and
Certificate of registration from the SEC. Defendant would agree
but not submit any documentation.

13. Beginning 08 July 2016, the Defendant KNOT

INCORPORATED stopped paying its monthly rentals.

14. Sometime in October 2016, the Plaintiff’s legal counsel

formally requested the Securities and Exchange Commission
(SEC) to issue a certification whether or not the defendant
corporation exists. The SEC issued a certification dated 17
October 2016 to the effect that there is no corporation
registered under the name of the defendant KNOT
INCORPORATED, only a name reservation that expired. A
copy of the Certification is attached as Annex “B.”

15. Thus, on 20 October 2016, the Plaintiff informed the

Defendant of the rescission of the contract for breach and
requested the defendant to vacate the premises within thirty
(30) days from receipt of the letter. A copy of the letter is
attached as Annex “C” of the complaint, personally received
by the defendant’s President on the same day.

16. On 21 October 2016, BB called the Plaintiff’s President,

stating that KNOT INCORPRATED’s incorporation did not
materialize although it filed its Articles of Incorporation with
SEC for approval. BB claimed that while the process of
incorporation was ongoing, two incorporators with substantial
investments pulled out of the corporation. Thus, BB was forced
to withdraw its application with the SEC which had not acted on
the application for incorporation yet.

17. By the end of October, the premises were vacated.

However, the unpaid rentals remained and despite demand
letters sent by the Plaintiff on 15 November 2016 and 16
 December 2016, KNOT INCORPORATED and/or BB and
Sentry did not pay. Copies of the demand letters are attached
as Annexes “D” and “E” respectively.

18. Sometime in mid-January 2017, the Plaintiff learned of a

corporation named RAGDOLLS ARE US, INC. of which BB and
Sentry are incorporators, directors and officers. Specifically, BB
is the President while Sentry is the Treasurer. RAGDOLLS ARE
US, INC. was incorporated on 09 July 2016 and is operating a
veterinary clinic along MacArthur Highway, Tarlac City.

19. The defendant RAGDOLLS ARE US, INC. have

substantially the same members as KNOT INCORPORATED
The matrix below shows the incorporators and corporate
officers of KNOT INCORPORATED (based on the letter of
intent submitted to the Plaintiff) and RAGDOLLS ARE US
(based on the Articles of Incorporation) are as follows:

KNOT POSITION RAGDOLLS ARE POSITION

INCORPORATED US, INC.
1 Blackagar Boludo President Blackagar Boludo President
2 Roberto Reynaldo Treasurer Roberto Reynaldo Treasurer
3 Namor Mackenzie Secretary Will Portacio Secretary
Lugay
4 William Protacio Vice President Jose Jack Joaquin Director
5 Leonel Yu Director Mark Deodato Director

20. The Plaintiff further avers that the latter corporation was
formed to evade its obligations to the Plaintiff. Moreover,
considering that RAGDOLLS ARE US, INC. are also engaged
in the same business and incorporated the day after KNOT
INCORPORATED stopped paying its rentals, it is clear that the
latter is merely a vehicle employed by the crafty BB and Sentry,
to evade its obligations.

21. On 18 January 2017, the Plaintiff then sent a demand

letter to RAGDOLLS ARE US, INC., relative to the payment of
the overdue rentals, a copy of which is attached as Annex “F”
of this Complaint.

22. Due to the refusal of the defendant KNOT

INCORPORATED and its corporate officers, BB and Sentry, to
pay their overdue and unpaid rentals, their unpaid rentals
amount to P160,000.00, exclusive of the application of interest
due to the delay.

23. Meanwhile, the Plaintiff was forced to hire the services of

a contractor to make the vacated premises tenantable, incurring
actual costs amounting to P30,000.00. Plaintiff is thus entitled
 to Actual Damages in the amount of Thirty Thousand pesos
(P30,000.00).

24. Considering the time, effort and expenses incurred by the

Plaintiff to protect its rights and its deprivation of the enjoyment
of the property which it could have leased to other entities and
the erosion of its goodwill, the Plaintiff is entitled to Moral
Damages in the amount of One Hundred Thousand Pesos
(P100,000.00).

25. To serve as an example that Defendants should not use

the corporate vehicle to perpetuate fraud and abuse on others,
the Plaintiff is entitled to Exemplary Damages in the amount of
Five Hundred Thousand Pesos (P500,000.00).

26. Since the Plaintiff had to engage the services of counsel

to litigate and protect its interest, the Plaintiff is entitled to
Attorney’s Fees in the amount of Thirty Thousand Pesos
(P30,000.00).

PRAYER

WHEREFORE, premises considered, it is respectfully prayed that the

Honorable Court render a Decision in favor of the Plaintiff and
ordering the DEFENDANTS to pay the Plaintiff One Hundred
Thousand Pesos (P160,000.00), and to apply legal interest thereon
corresponding to the default of the Defendants. The Plaintiff also
prays that the Honorable Court order the Defendant to pay Plaintiff:

1.) Actual and compensatory Damages in the amount of Thirty

Thousand pesos (P30,000.00).

2.) Moral Damages in the amount of One Hundred Thousand

Pesos (P100,000.00).

3.) Exemplary Damages in the amount of Five Hundred Thousand

Pesos (P500,000.00).

4.) Attorney’s Fees in the amount of Thirty Thousand Pesos

(P30,000.00).

Other reliefs just and equitable under the law and rules are
likewise prayed for.

Tarlac City, done this 31st day of March, 2017.

 MATTHEW MURDOCK MERCADO
Counsel for the Plaintiff
Roll of Attorneys No. 92607
IBP No. 6180841/ 01-04-17/Tarlac City
PTR No. 0992099 /01-05-17/Tarlac City
MCLE Compliance No. V-0018226

VERIFICATION AND CERTIFICATION OF NON-FORUM

SHOPPING

I, Daniel Randolph Ramos, of legal age, after having been duly

sworn in accordance with law, hereby depose and state that:

1. I am the duly authorized representative of the Plaintiff.

2. Upon instruction and with the authority of the Plaintiff, I caused
the preparation and filing of the foregoing complaint;
3. I have read the contents thereof and the facts stated therein are
true and correct of my personal knowledge and/or on the basis
of copies of documents and records in my possession;
4. I have not commenced any other action or proceeding involving
the same issues in the Supreme Court, the Court of Appeals, or
any other tribunal or agency;
5. To the best of my knowledge and belief, no such action or
proceeding is pending in the Supreme Court, the Court of
Appeals, or any other tribunal or agency;
6. If I should learn that a similar action or proceeding has been
filed or is pending before the Supreme Court, the Court of
Appeals, or any other tribunal or agency, I undertake to report
that fact within five (5) days therefrom to this Honorable Court.

DANIEL RANDOLPH RAMOS

Affiant

SUBSCRIBED AND SWORN TO before me, the Affiant exhibiting his

government issued SSS ID with serial no. 123456 as competent
evidence of his identity.

JENNIFER WALTERS-SANTOS
Notary Public
Doc. No. 96 Roll No. 52094
Page No. 19 Commission No. Q-03
Book No. 3 Valid until: 31 December 2018
Series of 2017 Address: Brgy. Ligtasan, Tarlac City