Republic of the Philippines

National Capital Judicial Region

Regional Trial Court Branch ______
Morong Rizal

RCD LAND, INC.

Represented by:
ALEX C. MERCOLITA
Plaintiff,

- versus - Civil Case No. __________

Delivery of Titles, Damages with Prayer for
Preliminary Prohibitory Injunction
And for Issuance of Temporary
Restraining Order

SANENT Realty & Development Corporation,

Represented by its President,
ANGELICA V. SAN LUIS,
GOVERNMENT SERVICE INSURANCE SYSTEM (GSIS)
Represented by its Administrator,
ROBERT G. VERGARA,
The REGISTRY OF DEEDS For Rizal, Morong Branch
Defendants.
X------------------------X

Direct Examination Questions for witness Alex C. Merclita:

OFFER OF TESTIMONY:

The testimony of the witness is being offered to prove that as the paralegal of the plaintiff
corporation, he was a privy to the documentary transactions between the RCD and SANENT
Realty Corporation,

That he knows plaintiff and defendant Sanent entered into a Memorandum of Agreement
and Addendum, whereby Sanent agreed to sell and RCD agreed to buy several parcels of land
owned by Sanent.

That he knows the two properties covered by TCT Nos. 88884 & 88874 are part of the
Memorandum of Agreement (MOA) was paid in the amount of 9 million;

That a Deed of Sale was signed and executed by the president of Sannet, Ms. Angelica V.
San Luis in favor of RCD Land, Inc.

That although RCD is well aware that the titles of both properties are mortgaged with the
GSIS, a stipulation in the MOA states that RCD will pay off the mortgage debt and thus redeem
the mortgage redemption value of the titles.

That pursuant thereto, RCD wrote GSIS that it will assume payments of the loan in order
to be able to redeem the properties, which was rejected by GSIS on account of the information
given to it that defendant SANENT had already rescinded the MOA;

That it received a letter from defendant’s counsel rescinding the MOA but since the two
properties are within the MOA, it is feared that defendant will withhold and has in fact withheld
from RCD the titles as well as possession and occupation of the properties;
PAGE 02.

That prior to the unilateral rescission, defendant had conveyed to RCD that it has found
another interested partner or buyer that is willing to go into joint venture development with the
defendant.

That three months after rescinding the MOA, there is great danger that the property wlll
be sold to another entity or buyer which includes the two properties, subject of a Deed of Sale.

That in fact, despite the letter we sent objecting to the rescission and our pleas as regards
the two titles, defendant Sanent, has not responded and to date, has refused to deliver to RCD the
titles of the properties covered by the Deed of Sale.

And such other matters relative to the urgency and need of this petition for the issuance
of Temporary Restraining Order.

With the Honorable Court’s kind permission…..

Q. Mr. Witness, you said you are a paralegal of the plaintiff corporation, since when have you
been working as paralegal to RCD?

A. Since the latter part 1997 up to this time, mam.

Q. Are you authorized to appear in behalf of the corporation?

A. Yes mam, I have with me a copy of the Secretary’s Certificate, which is likewise appended to
the Complaint.

Counsel: May we request that the same be marked as Exhibit “A”

Q. At that time who was the legal counsel of RCD?

A. RCD has several retained counsel but at the office itself, there were two (2) of us who were
LLB graduates;

Q. Are you aware of the transactions between your company and the defendant in this case?

A. Yes mam.

Q. Why do you say so?

A. Because actually our loans and documentation officer, Ms. Vanessa Cajucom, and myself
were the ones who drafted the Memorandum of Agreement or MOA and then later the
ADDENDUM entered into by our company with Sanent Realty & Development Corporation;

Q. When you mention MOA, are you referring to Annex “B” appended in the complaint, right?

A. Yes mam.

Q. When you mention ADDENDUM, you are referring to Annex “C” of the Complaint.

A. Yes mam.

Counsel: At this junction, may we request that the MOA and the ADDENDUM be respectively
marked as Exhibits “B” and “C” respectively.
Page 03.

Q. In brief, what was the MOA and the ADDENDUM all about?

A. The MOA was an AGREEMENT whereby defendant agreed to SELL its 37 hectare plus
property to RCD on installments and the latter agreed to buy them by paying the former on
staggered basis. The ADDENDUM was a subsequent agreement increasing by two more
hectares bringing the total area to 40 hectares more or less;

Q. Aside from payment in installments, what else, if any, are the more salient features of the
MOA and the ADDENDUM?

A. Under Stipulation # 4, there is a provision on initiation of development and construction, in

other words, there is a provision which states that immediately after making downpayment, we
can already occupy the premises or even a portion thereof for development.

Q. What else?

A. There is likewise a provision on Take Outs under Stipulation # 3 which said that for
substantial payments the vendee or Sanent Realty shall correspondingly execute a Deed of
Absolute Sale, which property or properties shall be at the option or choice of the buyer RCD.

Q. As far as you know, how much have RCD paid Sanent Realty?

A. To date, RCD has paid a total of 9.2 Million already?

Q. The subject matter of this case are two properties allegedly covered by Deed of Sale, do you
know how this came to be?

A. Yes mam. As there was a take out provision in the MOA, after RCD has paid about 8.7
Million, Sanent Realty thru its president, Ms. Angelica V. San Luis, executed a Deed of Absolute
Sale covering two parcels of land and titled under TCT Nos. 88874 & 88884.

Q. I have here with me a copy of the Deed of Absolute Sale, marked as Annex “C”, is this the
document you are referring to?

A. Yes mam.

Q. You mentioned about two titles, are these the copies of the titles which you appended in your
Complaint as Annexes “D” & “E”?

A. Yes mam.

Counsel: At this juncture, may we request that the document Exhibit “C” And the titles as
Exhibit “D” & “E”.

Q. The Deed of Sale stated that the consideration is 9 Million, how come the Deed of Sale was
executed when the payment was only about 8.7 Million?

A. Because the Capital Gains Tax and Realty Taxes will be shouldered by the seller Sanent
Realty and considering that the amount is 9 million, that would amount to approximately a little
more 300 thousand pesos in terms of taxes.
Page 04.

Q. It is stated in your complaint that after paying 8.7 million, you recently paid another 500
thousand pesos, why was this done?

A. Yes, RCD paid another 500 thousand pesos, this was so because at this time and even
immediately prior thereto, Sanent Realty thru its president, demanded to increase the value of the
property from 90 pesos per square meter to about P120/ sq. meter or it will rescind the contract it
entered into with RCD.

Q. What did RCD do?

A. Although, RCD could not take possession and occupation of the property and although it had
already fully paid the 10 hectare property covered by the Deed of Sale, RCD wanted to proceed
with buying even the other properties covered by the MOA and ADDENDUM so it paid an
additional amount of P500,000.00 as evidenced by another receipt of payment duly received by
the President of Sanent Realty.

Q. I have here with me a receipt in the amount of P500,000 marked as Annex “G” in your
complaint, is this it?

A. Yes mam.

Counsel: At this juncture, may we request that the receipt be marked as our exhibit “F”.

Q. What happened after?

A. We decided to wait for more time until after another case with the DAR is resolved.

Q. What do you mean by that?

A. We decided to wait until the DAR case is resolved before we pay some more because we
have paid so much yet we could not occupy the property nor we have the titles in our possession
especially the titles which are subject matter of this case.

Q. So in other words, your company stopped paying on the installment payments.

A. Yes mam.

Q. In the meantime, what did you do?

A. We wanted to get the titles from the defendant so we wrote the GSIS to tell them we want to
assume payment of the mortgage loan so we can get the titles especially the two TCT’s involved
in these case.

Q. You said you wrote GSIS, do have a copy of the letter?

A. Yes mam, it is appended in our complaint as Annex “H”,

Counsel: At this juncture, may we request that the letter dated September 09, 2009, be marked in
evidence as our Exhibit “G”

Q. What was the response of GSIS?

A. It rejected our proposal on the ground that they were informed by the defendant Sanent that
the contract or MOA was rescinded by them.
Page 05.

Q. Are you referring to the letter of GSIS dated September 21, 2011?

A. Yes mam.

Counsel: May we request that the letter be marked in evidence as Exhibit “H”.

Q. How about Sanent, were you formally notified?

A. Yes mam in their letter to us dated October 13, 2011, a copy of which is attached to our
Complaint and which we request to be marked as Exhibit “I”.

Q. What was your company’s response thereto?

A. Of course we manifested our objection thereto in our letter dated October 17, 2011 which
was likewise appended to our Complaint but which we request to be marked as Exhibit “J”

Q. As of this time, what is the status?

A. They refused to reconsider and since we have paid already in full the two parcels of land
covered by TCT 88884 & 88874, we want the defendant to deliver the same to us.

Q. Mister witness, you are also applying for a TRO, why is that so?

A. Your honor we have reason to believe as in fact Sanent had manifested to RCD in no
uncertain terms that they have found another group or person with whom they would like to sell
or to have a joint venture agreement to develop the properties covered by the MOA and
especially the two properties covered by the Deed of Sale.

Q. Why do you say this?

A. Because for so many times even from the time they threatened to rescind the contract up to
this time when they have actually rescinded the MOA, they have been saying that they have
found a better buyer. Thus we are confident that in case the Temporary Restraining Order is
issued, even if only temporary, preparatory negotiations and even documentations, will be
stalled.

That will be all for the witness.

ALEX C. MERCOLITA
Affiant

SUBSCRIBED and SWORN to before me this 4th day of January, 2012 in Morong, Rizal.
This is to Certify that I have examined the affiant who attests that the above statements
are true and correct and of his own volition.

_______________________________
Subscribing Officer.