Republic of the Philippines

Regional Trial Court

National Capital Judicial Region
Branch 96
Quezon City
JABBA D. HUTT,
Plaintiff
- versus -

Civil Case No.16-100

For Collection of Sum of

Money
SPOUSES HAN AND LEIA SOLO,
and THE TRADE FEDERATION, INC.
Defendants.
x-------------------------------------------------x

REPLY
(TO DEFENDANT TRADE FEDERATION
INCORPORATIONS ANSWER)
Plaintiff JABBA D. HUTT, through the undersigned counsel, and
unto this Honorable Court, most respectfully states:
1. Plaintiff Jabba D. Hutt, through undersigned counsel received
on 05 February 2016 the defendant Trade Federation
Incorporations Answer dated 02 February 2016.
2. Plaintiff affirms the validity of the transaction occurred as
oppose to the paragraph 2 of the answer. Plaintiff stands with
conviction that the Contract of Loan and Chattel Mortgage
between plaintiff and defendant Han Solo are valid and were
notarized in accordance to the law.
3. Plaintiff specifically denies the allegations in paragraphs 3 and
4 of the defendant corporations Answer.
a. Defendant corporation has knowledge to the transactions
between defendant Han Solo and plaintiff.
b. In the long line of cases decided by the Supreme Court, a
corporation, as an artificial being acting through its
authorized representative must be deemed to have
been informed or must have constructive knowledge of

the proceedings. 1 Thus, even if defendant Han Solo is not

a member of the Board, his knowledge would be
equivalent to knowledge to the corporation since he is the
Chief Operating Officer of the said corporation and most
of all he was authorized to act as an agent of the
defendant corporation by virtue of Board Resolution.
c. Han Solo being not a member of the Board can still bind
the corporation for the reason that, he was authorized
representative of the corporation FTI at the time the
contracts were executed. It is supported with documents
in the form of Board Resolution issued by the defendant
corporation, granting defendant Han Solo a right to
execute chattel mortgage and a contract of loan in his
name on any property of the defendant corporation in
furtherance of the corporations purposes and objectives.
Thus, defendant corporations allegation that defendant
Han Solo exceeded his scope of authority holds no water.
d. Therefore, since defendant Han Solo is authorized
representative of defendant corporation, the knowledge of
defendant Han Solo on the said chattel mortgage is
tantamount to knowledge to the defendant corporation as
well.
4. Plaintiff further opposes the defendant corporations allegation
in paragraph 6 of its Answer, stating that the act of defendant
Han Solo is an ultra vires act because he acted beyond its
authority as Chief Operating Officer.
a. Said allegation is without basis. An ultra vires acts are acts
not within the express or implied powers of the
corporation as determined by the articles of
incorporation. The act of entering into a Contract of Loan
and Chattel Mortgage by defendant Han Solo, being the
Chief Operating Officer, is not an Ultra Vires Act for the
reason that defendant Han Solo was authorized by the
defendant corporation to act as an agent of the latter in
executing the Chattel Mortgage by virtue of the Board
Resolution No. 14.
b. Under the doctrine of apparent authority, the principal is
bound by the acts of his agent with the apparent authority
which he knowingly permits the agent to assume, or
which he holds to the agent out to the public as
possessing. The question in every case is whether the
1 St. Monica Industrial and Development corporation v. Department of Agrarian Reform
Regional Director for Region III, et al., G.R. No. 164846, June 18, 2008,

principal has by his voluntary act placed the agent with

business usages and the nature of the particular business,
is justified in presuming that such agent has authority to
perform the particular act in question. 2
c. The respondent corporation, even if it argued that the
contract of loan entered into by its agents was ultra vires,
still, is liable to pay the loans on the basis of the doctrine
of apparent authority.
PRAYER
WHEREFORE, premises considered, it most respectfully prayed to
the Honorable Court that this Reply be CONSIDERED in granting the
reliefs being sought in the Complaint, and be DULY NOTED on the
records.
Other reliefs just and equitable under the premises are likewise
prayed for.
RESPECTFULLY SUBMITTED.
Quezon City for City of Quezon, 22nd day of February 2016.

CONCEPCION AND PARTNERS

Counsel for the Plaintiff
109 Shining Star Blrdg. Nagniningning Condominiums,
Central Avenue, 1107 Quezon City, Philippines
E-mail Address: relc12345@yahoo.com.ph
Cellphone Number: 09055073129
By:
Rey Edward L. Concepcion
ROLL OF ATTORNEYS NO. 37123
IBP LIFETIME MEMBER NO. 1238-RSM
PTR NO. 2184563-05 January 2016-QC
MCLE COMPLIANCE NO. V-0009929-04/10/15
Kevin Harris Co
ROLL OF ATTORNEYS NO. 32173
2 Hudson C., Loan Assn., Inc. v. Horowytz, 116 N.J.L. 605, 608 A 437 (Supp. Ct. 1936)

IBP LIFETIME MEMBER NO. 1239-RSM

PTR NO. 2184563-06 January 2016-QC
MCLE COMPLIANCE NO. V-0009928-04/10/15
Jesse Mae N. Oliva
ROLL OF ATTORNEYS NO. 37124
IBP LIFETIME MEMBER NO. 1232-RSM
PTR NO. 2184565-05 January 2016-QC
MCLE COMPLIANCE NO. V-0009979-04/10/15
Genie C. Morales
ROLL OF ATTORNEYS NO. 37125
IBP LIFETIME MEMBER NO. 1248-RSM
PTR NO. 2184543-05 January 2016-QC
MCLE COMPLIANCE NO. V-0007929-04/10/15

Copy Furnished:
HON. CLERK OF COURT
Branch 96, Regional Trial Court
Quezon City

SPOUSES HAN AND LEILA SOLO

No. 111 Magallanes Village,
1232 Makati City

THE TRADE FEDERATION, INC.

#75 Commonwealth Avenue,
1121 Quezon City

EXPLANATION
Pursuant to Section 11 of Rule 13 of the Revised Rules of Court,
the foregoing Reply was filed and served through registered mail due
to the distances involved and the lack of personnel to effect personal
service.
4

Atty. Edward L. Concepcion