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REPUBLIC OF THE PHILIPPINES

REGIONAL TRIAL COURT


7TH JUDICIAL REGION
BRANCH_______
MANDAUE CITY

PENSHONE INC., plaintiff


JON SNOW, President Civil Case No.: 01234

--versus-- For: Specific


Performance
with Damages

YUNGCHOW CORPORATION, defendant


JAIME LANNISTER, President

COMPLAINT

Plaintiff, assisted by undersigned counsel, unto the Honorable


Court most respectfully states:

PARTIES

1. That Plaintiff is a corporation, represented by its


President Mr. Jon Snow, who is armed with a Secretary's
Certificate to represent for and in behalf of the Plaintiff
Corporation, a copy of which is hereto attached as Annex
“A”, with license issued by the Securities and Exchange
Commission to do business, engaged in the business of
providing computer services, systems and network
administration and assistance to BPO Companies and tech
support providers in the Visayas and Mindanao, with office
address at JDY Building, A.S. Fortuna Street, Mandaue City. It
may be served with notice, and other Court processes, through
its President at the office address above given;

2. That Defendant is a corporation duly organized and


is doing business as a technical support provider with principal
office at TGU Tower, IT Park, Cebu City, where it may be served
with summons, notice, and other processes of the Honorable
Court;
CAUSE OF ACTION

3. That sometime on February 2, 2018, Plaintiff


submitted to Defendant a price quotation of the AS5350 CISCO
Router in the amount of SIX HUNDRED NINETYFOUR THOUSAND
FIVE HUNDRED FIFTY ONE PESOS AND 40/100 (P/694,551.40) for
the following specification:

-High Density Voice with 2E1, AS5x-PVDM2-64, IP +


IOS,
AS5350 Dual E1/PRI DRF card
- AS5350 Ser IOS IP PLUS
- AS5350-DF-2CE1, AS5350 Dual E1/PRI DFC card
- AS535XM-AC-PWR, AS5350XM AC Single Power
Supply
- CAB-AC, Power Cord, 110V
- MEM-512M-AS5XM, AS5350XM and AS5400XM
512MB Main SDRAM
- MEM-128CF-AS5XM and AS4300XM 128M
Compact Flashes
- AS5X-FC, AS5000 Feature Card with Six PVDM
DSP Module Slots
- 3 Units AS5x-PVDM2-64, AS5000 64-channel
Packet voice/Fax DSP Module
- CON-SNT-AS5352E1V, 8x5Xnbd Svc, AC AS5350
Voice; 2e1, 60 ports, IP + IOS
- Cable Wire;

4. The abovementioned specification along with the


terms of payment and other conditions were stated the Sales
Agreement, a copy of which is hereto attached as Annex “B”,
as addressed to Defendant’s President which was conformed
to and accepted by the President and the Accounting Office
on February 2, 2018;

5. That on February 18, 2018, Defendant sent a Letter,


a copy of which is hereto attached as Annex “C”, to Plaintiff’s
Corporate Account Executive regarding the purchase order of
the AS5350 CISCO Router with the specifications agreed upon
and the amount of P/694,551.40 as the total consideration. The
said purchase order, a copy of which is hereto attached as
Annex “C”, was signed by the Head of the Purchasing and
Accounting Department and noted by the President of the
Defendant Corporation;
6. It was expressly agreed between the parties that the
delivery of AS5350 CISCO routers will take about 30-45 working
days from date of receipt of the Purchase Order which is
February 18, 2018 considering the fact that the said items and
equipment are to be shipped by Plaintiff from abroad;

7. That Plaintiff processed the shipment of the items


purchased by Defendant Corporation and even advanced its
own funds to have the items shipped and just so it can comply
with its commitment and agreement to deliver the same within
30-45 day;

8. As a sign of goodwill, Plaintiff even provided


Defendant Corporation a service unit of AS5300 for it
temporary use pending the delivery of goods despite the fact
that such arrangement was not part of the terms and
conditions in the contract;

9. That on March 7, 2018, while the items were already


enroute to Cebu, the Defendant Corporation sent a Letter, a
copy of which is hereto attached as Annex “D”, telling the
Plaintiff that it is cancelling the contract without any valid
reason and due notification;

10. That Plaintiff informed Defendant Corporation


that the items were already ready to be delivered and
installed, and as per agreement, Defendant Corporation must
tender payment;

11. That despite the Formal Demand Letter sent to the


Defendant Corporation, a copy of which is hereto attached as
Annex “E” the latter refused and continued to refuse, the
receive the items it has ordered, and up to the present still
refuses to comply the terms of the written Contract they have
entered into;
DAMAGES

12. That Defendant Corporation’s continued refusal


resulted in unrealized income to the Plaintiff since the amount
could be used for other business undertaking, for which the
Defendant Corporation should be made to pay legal interests,
from the time of formal demand up to the time that the
amount is paid, by way of actual or compensatory damages;

13. That because of the adamant stance of the


Defendant Corporation, the Plaintiff was constrained to avail of
the services of a lawyer for which it has to pay P/90,000, as
acceptance fees and the further return of P/5,000 per
appearance, as well as the payment of docket fees and other
litigation expenses, of not less than P/20,000;

14. That the willful refusal to honor and agreement freely


entered into should not be countenanced, and in order to
prevent others from committing such transgressions, the
Defendant Corporation should be made to pay the amount of
P/250,000 as exemplary damages.

PRAYER

WHEREFORE, it is respectfully prayed:

(a) That the Defendant Corporation be ordered to


pay the sum of P/200,000.00 for the expenses paid by
the Plaintiff in the shipment of the items;

(b) That the Defendant Corporation be made to


pay P/80,000 in attorney’s fees plus P/5,000 per
appearance and the further amount of P/15,000 as
litigation expenses;

(c) That Defendant Corporation be made to pay


the compensatory damages, equivalent to the legal
interest from the time of formal demand until such
time that the amount is delivered to the Plaintiff;
(d) That Defendant Corporation be made to pay the
Plaintiff the amount of P/200,000 as exemplary damages;
and

(e) That the Plaintiff be granted such other relief


consistent with law and equity.

City of Mandaue, March 19, 2019.

(sgd.)
KLAIRE CIARRA G. SANGCO
Counsel for the plaintiff
Osmena Blvd., Cebu City, Philippines
Roll of Attorney No. 66666
IBP Lifetime Membership No. 19484
Cebu City Chapter
MCLE No. 5943
VERIFICATION AND CERTIFICATION OF NON-FORUM SHOPPING

Republic of the Philippines )


City of Mandaue )S.S.

I, Mr. Jon Snow, of legal age, with office address at JDY


Building, A.S. Fortuna Street, Mandaue City, after having been
duly sworn to in accordance with law, do hereby depose and
say:

1) That I am the President of the Plaintiff


Corporation in the above-entitled case and vested
with the Secretary's Certificate, I have caused the
preparation of this complaint;

2) That I have read the contents and allegations


thereof and acknowledged that the same are true
and correct of my knowledge, and based upon
actual and genuine documents;

3) That I hereby certify that I have not heretofore


commenced any other action or proceeding
involving the same issue in the Supreme Court, the
Court of Appeals, or any tribunal or agency; that to
the best of my knowledge, no such action or
proceeding is pending in the Supreme Court, any
such action or proceeding which is either pending or
may have been terminated, I must state the status
thereof; and proceeding had been filed or is
pending before the Supreme Court, the Court of
Appeals, or any tribunal or agency, I undertake to
report the fact within five (5) days therefrom to the
Court or agency wherein the original pleading and
sworn certification contemplated herein have been
filed.

IN WITNESS WHEREOF, I have hereunto affixed my


signature on this 19th day of March, 2019, at Mandaue City,
Philippines.

MR. JON SNOW


SUBSCRIBED AND SWORN TO before me this 19th day of
March, 2019 in the City of Mandaue, Philippines.

ATTY. MARRIEL T. LUCERO


8th Flr., Park Tower, Cebu Business
Park, Cebu City
Tel No. (032) 8888888
Email: marrielucero.ML@gmail.com
IBP No. 88899333 (lifetime)/Cebu City
MCLE Compliance No. VI-
0021435/2.01.19
ROLL No. 333888

Series of 2019.
Book No. ;
Page No.;
Doc. No.;
(“Annex A”)
Republic of the Philippines)
Province of ____________________) S.S.
City of Mandaue
x-----------x

SECRETARY'S CERTIFICATE
KNOW ALL MEN BY THESE PRESENTS:
I, Sansa Stark, the undersigned Corporate Secretary of
Penshone INC., a domestic corporation duly organized and
existing under and by virtue of the laws of the Republic of the
Philippines, DO HEREBY CERTIFY that at a special meeting of the
Board of Directors of said corporation held at its principal office
in JDY Building, A.S. Fortuna Street, Mandaue City, Philippines
on March 1, 2019, duly called for the purpose, a quorum being
present and acted throughout, the following resolutions were
unanimously adopted, and are now in full force and
effect, to wit:

"RESOLVED, as it is hereby RESOLVED that the Chairman of the


Board, Daenerys Targaryen, the President, Jon Snow, and the
General Manager, Gendry Baratheon, be, as they are
hereby authorized, individually and separately, to bring, file,
initiate and institute cases, complaints,
petitions and any and all actions for and in behalf
of, and to protect and vindicate the rights, of the
corporation as to any and all matters affecting its interests,
properties, business, good will, as well as to defend the
corporation in any and all actions that may be brought or
filed against it in any court, tribunal, administrative or quasi-
judicial body or forum, with full and special power and
authority (a) to cause and authorize the preparation and filing
of all pleadings, motions, memoranda, affidavits, and such
other papers or documents as may be needed in the course of
the trial, (b) to sign and execute all verifications and
certifications of non-forum shopping and other procedural
requirements for pleadings filed on behalf of the
Corporation for any and all cases instituted or to be instituted
by or against the Corporation; (c) to appear for and in behalf
of the corporation in all mediation proceedings and judicial
dispute resolution hearings; (d)to enter into amicable
settlements or compromises, (e) to submit to alternative modes
of dispute resolution, (f) to enter into stipulations or admissions
of facts and of documents, (g) to exercise acts enumerated
under Section 2, Rule 18 of the Revised Rules of Court, and
(h) to appoint and secure the services of a legal counsel
or attorney-at-law to represent the corporation in the above-
mentioned actions or proceedings."

"HEREBY GIVING AND GRANTING unto the said persons full


power and authority to do and perform all and everyact and
thing whatsoever requisite and necessary to be done
in and about the premises and hereby ratifying and
confirming all that the said persons shall lawfully do or
cause to be done by virtue of this Authority."

IN WITNESS WHEREOF, I have hereunto affixed my signature this


March 18, 2019 at 8th Flr., Park Tower, Cebu Business Park, Cebu
City, Philippines.

Corporate Secretary:

SANSA STARK

Attested to by:

JON SNOW
President

SUBSCRIBED AND SWORN TO BEFORE ME on this 19th day of


March 2019 at 8th Flr., Park Tower, Cebu Business Park, Cebu
City. Affiant exhibited to me his/her valid Tax Identification No.
987654 issued on January 8, 2016 at Cebu City Provincial
Capitol.
ATTY. MARRIEL T. LUCERO
8th Flr., Park Tower, Cebu Business
Park, Cebu City
Tel No. (032) 8888888
Email: marrielucero.ML@gmail.com
IBP No. 88899333 (lifetime)/Cebu City
MCLE Compliance No. VI-
0021435/2.01.19
ROLL No. 333888

Series of 2019.
Book No. ;
Page No.;
Doc. No.;
(“Annex B”)

SALES AGREEMENT

THIS SALES AGREEMENT (the “Agreement”) dated February 2,


2018

BETWEEN:

PENSHONE INCORPORATED
(the Seller)

-AND-

YONGCHUW CORPORATION
(the Buyer)

IN CONSIDERATION OF THE COVENANTS, and agreements


contained in this Sales Agreement the parties to this Agreement
agree as follows:

Sale of Goods

The Seller will sell, transfer, and deliver to the Buyer on or before
March 7, 2018, the following goods (the Goods):

-High Density Voice with 2E1, AS5x-PVDM2-64, IP +


IOS,
AS5350 Dual E1/PRI DRF card
- AS5350 Ser IOS IP PLUS
- AS5350-DF-2CE1, AS5350 Dual E1/PRI DFC card
- AS535XM-AC-PWR, AS5350XM AC Single Power
Supply
- CAB-AC, Power Cord, 110V
- MEM-512M-AS5XM, AS5350XM and AS5400XM
512MB Main SDRAM
- MEM-128CF-AS5XM and AS4300XM 128M
Compact Flashes
- AS5X-FC, AS5000 Feature Card with Six PVDM
DSP Module Slots
- 3 Units AS5x-PVDM2-64, AS5000 64-channel
Packet voice/Fax DSP Module
- CON-SNT-AS5352E1V, 8x5Xnbd Svc, AC AS5350
Voice; 2e1, 60 ports, IP + IOS
– Cable Wire;
Purchase Price

The Buyer will accept the Goods and pay for the Goods with
the sum of SIX HUNDRED NINETYFOUR THOUSAND FIVE HUNDRED
FIFTY ONE PESOS AND 40/100 (P/694,551.40) paid by cash as
required in this Agreement.

Title/Risk of Loss

Buyer shall pay reasonable shipping costs in accordance with


its shipping instructions, but the seller shall be responsible for
packaging, shipping and safe delivery and shall bear all risk of
damage or loss until the items are delivered to the Buyer’s
address.

Payment

If any invoice is not paid when due, interest will be added to


and payable on all overdue amounts at 15 percent of total
charges, percent per year, or the maximum percentage
allowed under applicable laws, whichever is less. Yungchow
Corporation shall pay all costs of collection, including without
limitation, reasonable attorney’s fees.

In addition to any other right or remedy provided by law, if


Yungchow Corporation fails to pay for the Goods when due,
Penshone Inc. has the option to treat such failure to pay as a
material breach of this Agreement, and may cancel this
Agreement and/or seek legal remedies.

Delivery

Time is of the essence in the performance of this Agreement,


Penshone Inc. will arrange for delivery by carrier chosen by the
latter. Delivery shall be completed by March 7, 2018.

MR. JON SNOW


President, Penshone Inc.

MR. JAIME LANNISTER


President, Yungchow Corporation
(“Annex C”)

PURCHASE ORDER

PENSHONE INC. Date: February 2, 2018


Address: Purchase Order No. 5888

About Vendor:

Vendor’s Name: Penshone Inc.


Company Name:
Address: JDY Building, A.S. Fortuna Street, Mandaue City.

Ship To:

Name: Yungchow Corporation


Address: TGU Tower, IT Park, Cebu City,

-High Density Voice with 2E1, AS5x-PVDM2-64, IP +


IOS,
AS5350 Dual E1/PRI DRF card
- AS5350 Ser IOS IP PLUS
- AS5350-DF-2CE1, AS5350 Dual E1/PRI DFC card
- AS535XM-AC-PWR, AS5350XM AC Single Power
Supply
- CAB-AC, Power Cord, 110V
- MEM-512M-AS5XM, AS5350XM and AS5400XM
512MB Main SDRAM
- MEM-128CF-AS5XM and AS4300XM 128M
Compact Flashes
- AS5X-FC, AS5000 Feature Card with Six PVDM
DSP Module Slots
- 3 Units AS5x-PVDM2-64, AS5000 64-channel
Packet voice/Fax DSP Module
- CON-SNT-AS5352E1V, 8x5Xnbd Svc, AC AS5350
Voice; 2e1, 60 ports, IP + IOS
– Cable Wire;
(“Annex D”)

Contract Termination Letter

March 7, 2018

MR. JON SNOW


PRESIDENT OF PENSHONE INC.
JDY Building, A.S. Fortuna Street, Mandaue City

Dear Mr. Snow;

This letter is being written to confirm that as of tomorrow ,


March 8, 2018, I will no longer need to use the service of
Penshone Inc. I have been pleased with our prior relationship
and it is my wish that we part on good terms, I have decided to
cancel the purchase of AS5350 CISCO Router with the following
specifications, to wit:

- High Density Voice with 2E1, AS5x- PVDM2- 64, IP + IOS,


AS5350 Dual e1/PRI DRF card
- AS5350 Ser IOS IP Plus
- AS5350- DFC- 2CE1, AS5350 Dual E1/PRI DFC card
- AS535XM- AC- PWR, AS5350XM AC Single Power Supply
- CAB- AC, Power Cord, 110V
- MEM- 512M- AS5XM, AS5350XM and AS5400xm 512MB
Main SDRAM
- MEM-128CF-AS5XM, and AS4300XM 128M Compact
Flashes
- AS5X-FC, AS5000 Feature Card with Six PDVM DSP Module
Slots 3 Units AS5x-PVDM2-64, AS5000 64- channel Packet
voice/Fax DSP Module
- CONS- SNT- AS535E1V, 8x5xNBD Svc. AC AS%350 Voice;
2e1, 60 ports, IP + IOS
- Cable Wire

Please feel free to contact me with any additional issues you


may have regarding this contract termination letter.

Best Regards,

JAIME LANNISTER
PRESIDENT OF YUNGCHOW CORPORATION
TGU Tower, IT Park, Cebu City
(“Annex E”)

DEMAND LETTER

YUNGCHOW CORPORATION
Address: TGU Tower, IT Park, Cebu City,

March 30, 2018

Re: Payment of the Obligation

Dear Mr. Jaime Lannister:

You will note that the sum of SIX HUNDRED NINETYFOUR


THOUSAND FIVE HUNDRED FIFTY ONE PESOS AND 40/100
(P/694,551.40) is due by you. This amount is now outstanding
more than 90 days.

We would like to draw it to your attention that in the event of


non-payment by you we will commence our Legal Department
Collection procedure in respect of your case and we will
pursue the amount due by you together with legal costs until
settled in full.

It is strongly in your interests to avoid the additional expense


and embarrassment of a court appearance. We strongly
advise that you take this opportunity to reach an amicable
settlement.

Please now pay the sum of SIX HUNDRED NINETYFOUR


THOUSAND FIVE HUNDRED FIFTY ONE PESOS AND 40/100
(P/694,551.40) due by you and return it to us by return of post in
the attached addressed envelope.

Yours faithfully,

MR. JON SNOW


President, Penshone Inc.