Institute of Law.docx

8/10/2019 Institute of Law.docx

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I n s t i tu t e o fL a w C e n t r a l

B a rO p e r a t i o n s2 0 0 6

U N I T E DP U R S U I T O FE X C E L L E N C E CBO OVER-ALL CHAIR:Evangeline Co;

ASSISTANT CHAIR:Rose Lyn Rabanera;

SECRETARIAT - HEAD:Romino Arzadon;

ACADEMICS - HEADS:Reigel Prado, Omar Gabrieles;

FINANCEHEAD:Kyan Sioco;

LOGISTICS - HEAD:Janis Ruckenbrod

B A R N O T E S I NL E G A L F O R M S LEGAL FORMSLEGAL FORMS - ADVISER:Atty. Fredrick Fern Belandres

LEGAL ETHICS & PRACTICAL EXERCISESHEAD:

Judith Cruz;CO-HEAD:Jamil Estorninos;

LEGAL FORMSHEAD:Vangie Co.

Page 24 of 71ARTICLES OF LIMITED PARTNERSHIP

ARTICLES OF LIMITED PARTNERSHIPOFPAERONG POGI, LTD.KNOW ALL MEN BY THESE PRESENTS:These Articles of Partnership, made and executed by andamong:A, Filipino, residing at 1 Ayala Avenue, Makati City;B, Filipino, residing at 2 Ayala Avenue,

Makati City;C, Filipino, residing at 3 Ayala Avenue, Makati City;D, Filipino, residing at 4 Ayala Avenue,Makati City;E, Filipino, residing at 5 Ayala Avenue, Makati City;F, Filipino, residing at 6 Ayala Avenue,

Makati City;G, Filipino, residing at 7 Ayala Avenue, Makati City; andH, American, residing at 1 SunsetBlvd, California, USA; all of legal ageWitnesseth, that:I. The above-named partners have formed a limited partnership among themselves under the

name and styleof Paerong Pogi, Ltd;II. The

purposesfor which the said partnership is formed is to establish, operate and manage abeauty

parlor;III. The principal

place of business


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of the partnership shall be located at 8 Ayala Avenue, MakatiCity;IV. The

termfor which the partnership is to exist shall be 25 years from and after the execution ofthis agreement;V.The

capitalof these partnership shall be FOUR MILLION PESOS (P4,000,000.00) contributed bythe partners, as

follows, to wit:NAME CAPITAL CONTRIBUTEDA General Partner P500,000.00B General Partner 500,000.00C General Partner 500,000.00D General Partner 500,000.00E General Partner 500,000.00F General Partner 500,000.00G General Partner 500,000.00HLimited Partner 500,000.00VI. C,general partner, is hereby designated the

managerof the partnership, with a monthly salaryof P 50,000.00;VII. That the

profits and losses shall be apportionedamong the partners of the partnership shareand share alike

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ASSISTANT CHAIR:

Rose Lyn Rabanera;SECRETARIAT - HEAD:Romino Arzadon;




B A R N O T E S I NL E G A L F O R M S LEGAL FORMS

LEGAL FORMS - ADVISER:Atty. Fredrick Fern Belandres

LEGAL ETHICS & PRACTICAL EXERCISESHEAD:Judith Cruz;

CO-HEAD:Jamil Estorninos;


Page 26 of 71


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ARTICLES OF INCORPORATION (STOCK CORP.)ARTICLES OF INCORPORATIONOFA, B, C, D & E MINERALS, INC.KNOW ALL MEN BY THESE PRESENTS:That we, all of whom are residents of the Philippines, havethis 8thday of September, 2006,voluntarily associated ourselves together for the purpose of forming a corporation

under the laws of thePhilippines;AND WE DO HEREBY CERTIFY:I. That thename10

of said corporation shall be: A, B, C, D & E MINERALS, INC.II. That the specific

purposesfor which such corporation is formed is to manufacture, produce,purchase, sell, treat, distill, handle,distribute and otherwise deal in petroleum and petroleumproducts including its by-products, compounds,

derivatives, and in other minerals, mineralsubstances, chemical substances, and any and all kinds ofmerchandise whatsoever.III. That the place where the

principal officeof the corporation is to be established or located is 88Session Road, Baguio City, Philippines;IV. That the

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for which the said corporation is to exist is 50 years from and after the dateofincorporation;V. That the names, nationalities, and residences of the

incorporators12

are as follows:

Name Nationality ResidenceA Filipino ManilaB Filipino ManilaC Filipino ManilaD Filipino ManilaE Filipino ManilaVI. That the nu

mber of

directors13

of said corporation shall be FIVE (5) and the names andresidences of the directors who are to serve until

their successors are duly elected and qualifiedas provided by the by-laws are as follows:

Name ResidenceA ManilaB ManilaC ManilaD ManilaE ManilaVII. That the

capital stockof said corporation in lawful money of the Philippines is TEN MILLION

10Sec 18, Corporation Code: No corporate name may be allowedif the proposed name is identical or

deceptively or confusinglysimilar to that of any existing corporation or to any other name already

protected by law of is patently deceptive, confusing orcontrary to existing laws11Sec 11, Corporation Code: A corporation shallexist for a period not exceeding 50 years

from the date of incorporation..12Sec 10, Corporation Code: Any number ofnatural persons, not less than 5 but not more than 15, all of legal age and a majority of whom areresidents


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of the Philippines, may form a private corporation for any lawful purpose/s. Each of the incorporators of astockcorporation must own or be a subscriber of at least 1 share of capital stock of the corporation.

13Sec 14, Corporation Code: Thenumber of directors or trustees, which shall not be less than 5 nor more than 15.


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I n s t i tu t e o fL a w C e n t r a lB a r

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ASSISTANT CHAIR:Rose Lyn Rabanera;

SECRETARIAT - HEAD:Romino Arzadon;


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B A R N O T E S I NL E G A L F O R M S LEGAL FORMSLEGAL FORMS - ADVISER:Atty. Fredrick Fern Belandres




Page 27 of 71

PESOS (P10,000,000.00), and said capital stock is divided into TEN MILLION par value shares,and thepar value of each share is ONE PESO(P1.00);VIII. That the number and the amount is said capital stock which has actually

subscribedis FIVEMILLION shares representing the sum of FIVE MILLION PESOS and the following personshavesubscribed for the number of shares with the indication of the total amount of capital stocksubscribed

and actually paid by each on his subscription, as follows, to wit:

Name No. ofSharesSubscribedAmount of CapitalStock SubscribedAmountPaid onSubscriptionA 1,000,000 P1,000,000.00 P500,000.00B 1,000,000 P1,000,000.00 P500,000.00C 1,000,000 P1,000,000.00 P500,000.00D 1,000,000 P1,000,000.00 P500,000.00E 1,000,000 P1,000,000.00 P500,000.00IX. Thatfifty per centum (50%) of the entire number of authorized shares of capital stock has been

subscribed

and that twenty-five per centum (25%) of the subscription has beenpaid14;X. That Ehas been elected by the subscribers as

TREASURERof the corporation to act as suchuntil his successors is duly elected and qualified in accordance with the

by-laws and that as suchtreasurer he has been authorized to receive for and in the name of the corporationallsubscriptions paid by the subscribers.IN WITNESS WHEREOF, we have hereunto set our hands this 8th

day of September, 2006, inManila, Philippines.Incorporator 1 Inco

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ASSISTANT CHAIR:

Rose Lyn Rabanera;SECRETARIAT - HEAD:Romino Arzadon;




B A R N O T E S I NL E G A L F O R M S LEGAL FORMS

LEGAL FORMS - ADVISER:Atty. Fredrick Fern Belandres




Page 45 of 71ANSWER WITH SPECIAL AND AFFIRMATIVE DEFENSES AND COUNTERCLAIM

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REPUBLIC OF THE PHILIPPINESREGIONAL TRIAL COURT

NATIONAL CAPITAL JUDICIAL REGION

BRANCH 27, MANILAJUANA DELA CRUZPlaintiff,- versus -PEDRO SANTOS,Defendant.x - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - xCivil Case No.: 96-147807For: Collection of sum of money

ANSWERCOMES NOW the defendant by the undersigned attorney and in answer to plaintiffs complaint intheabove-entitled case, respectfully

alleges:1. Defendant admits the averment in paragraph 1, 2 and 3 of the complaint;2. Defendant specifically denies the allegation

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in paragraph 4 of the complaint, the truthbeing that.(State here the fact being claimed by the defendant as the true state of facts or the truth being those statedin the special and affirmative defenses herein set forth)3. Defendant has no knowledge or information to form a belief as to the truth of theaverment in

paragraphs 5, 6, 7 and 8 of the complaint;By way of

special and affirmative defenses,30


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defendantavers:1. That the obligation has been paid;2. That the defendant had purchased said land from plaintiff an

d paid said promissorynotes;3. That the cause of action has prescribed.By way of

counterclaim, defendantalleges:1. That by virtue of this unwarranted and malicious act initiated by the plaintiff, defendantwas

forced to engage counsel in the sum of P10,000.00.WHEREFORE, it is respectfully prayed that thecomplaint be dismissed and defendant beawarded the amount of P20,000.00Other just and equitablereliefs are likewise prayed for.February 8, 2006, Manila, Philippines.28Sections 5Defenses & Section 6 - Counterclaim, Rule 629

Section 10, Rule 8 on specific denial in relation to Section 5b, Rule 6 on affirmative defenses.30

Section 5b, Rule 6;

Affirmative defensesconsist of: fraud, statute of limitations, release, payment, illegality, statute of frauds,estopppel, formerrecovery,

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