Royce Co

Summary of Facts and Legal Opinion

I. Contract between Ms. Beling N. Lau and GOLDEN FORUM

LAND, INC.

A. 15 June 2009.

B. Section 8 - TERMINATION

8.01 Violation of Default

The PROJECT MANAGER shall have the right to rescind,

terminate or cancel this Contract upon written notice to the
CLIENT, without need of judicial action, in case any one of the
events of default stipulated hereunder, occurs, and the CLIENT
fails to remedy or cure to the satisfaction of the PROJECT
MANAGER such default, within five (5) days from receipt of
written notice from the PROJECT MANAGER of the
occurrence of such default;

(a) Failure to contribute any of the Client’s Contribution in

accordance with Schedule “A” hereof for over sixty (60)
days;

(b) Failure to contribute the CLIENT’s portion of the

Miscellaneous Expenses, in any, or any portion thereof;
or

(c) Material breach of the Contract or any other obligation

under this Contract.

Upon such termination, the PROJECT MANAGER shall have

the right to acquire, or identify a substitute client to acquire all
the rights and interests of the CLIENT in the Project and to
assume the corresponding remaining obligations hereunder,
giving priority to other then-existing Clients. All expenses and
costs involved in the substitution of the CLIENT including
attorney’s fees and other acts of administration shall be for the
account of the CLIENT.

In either case, any and all amounts already paid by the CLIENT
at the time of violation or default by virtue of or in connection
with this Contract shall automatically be forfeited by was of
liquidated damages in favor of the PROJECT MANAGER,
without need of judicial intervention.
 The remedy herein granted is without prejudice to the right of
the PROJECT MANAGER to avail of the remedies to which it
is entitled under Section 7 hereof.

II. Contract between Ms. Beling N. Lau and GOLDEN FORUM

LAND, INC.

A. 26 April 2016

B. Section 8 - TERMINATION

8.01 Violation of Default

The PROJECT MANAGER shall have the right to rescind,

terminate or cancel this Contract upon written notice to the
CLIENT, without need of judicial action, in case any one of the
events of default stipulated hereunder, occurs, and the CLIENT
fails to remedy or cure to the satisfaction of the PROJECT
MANAGER such default, within five (5) days from receipt of
written notice from the PROJECT MANAGER of the
occurrence of such default;

(a) Failure to contribute any of the Client’s Contribution in

accordance with Schedule “A” hereof for over sixty (60)
days;

(b) Failure to contribute the CLIENT’s portion of the

Miscellaneous Expenses, in any, or any portion thereof;
or

(c) Material breach of the Contract or any other obligation

under this Contract.

Upon such termination, the PROJECT MANAGER shall have

the right to acquire, or identify a substitute client to acquire all
the rights and interests of the CLIENT in the Project and to
assume the corresponding remaining obligations hereunder,
giving priority to other then-existing Clients. All expenses and
costs involved in the substitution of the CLIENT including
attorney’s fees and other acts of administration shall be for the
account of the CLIENT.

In either case, any and all amounts already paid by the CLIENT
at the time of violation or default by virtue of or in connection
with this Contract shall automatically be forfeited by was of
liquidated damages in favor of the PROJECT MANAGER,
without need of judicial intervention.
 The remedy herein granted is without prejudice to the right of
the PROJECT MANAGER to avail of the remedies to which it
is entitled under Section 7 hereof.

C. 10.05 Previous Agreements; Amendments

This Contract superseded any and all prior understandings and

agreements among the parties hereto. Any amendment,
alteration or modification of this Contract shall not be valid and
binding unless and until reduced into writing and signed by the
parties hereto.

III. Unit VM-B1119

A. Reservation Application dated 05 August 2009.

Total Contract Price: Php 2,662,350.92

Net Down payment: Php 610,564.30

B. Questionable Term - I/We agree and acknowledge that NSJBI

has the absolute right, at any time, to cancel the reservation and
acquisition of the subject unit without further notice and for any
cause whatsoever, by giving notice of its intention to do so, and
- unless otherwise provided herein by refunding all payments
made without interests, and net of the reservation fee. In such
an event, I/We expressly acknowledge that I/We shall have no
further recourse and/or claim against NSJBI in law and/or
equity.

C. Notices of Cancellation

- 21 July 2011
- 24 August 2012
- 01 February 2013
- 10 February 2014
- 26 September 2014

D. Based on Statement of Account dated 18 April 2017 there were

12 monthly installments made for Unit 1119 excluding the
computation of the down payment made.

IV. Unit VM-B1229

A. Reservation Application dated 05 August 2009.

Total Contract Price: Php 2,672,468.42

Net Down payment: Php 662,515.62
 B. Questionable Term - I/We agree and acknowledge that NSJBI
has the absolute right, at any time, to cancel the reservation and
acquisition of the subject unit without further notice and for any
cause whatsoever, by giving notice of its intention to do so, and
- unless otherwise provided herein by refunding all payments
made without interests, and net of the reservation fee. In such
an event, I/We expressly acknowledge that I/We shall have no
further recourse and/or claim against NSJBI in law and/or
equity.

C. Demand to Pay

- 13 August 2011 (PHP 42,786.26) with interests and

penalties.
- 28 October 2011 (PHP 47,662.28) with interests and
penalties.
- 19 November 2011 (PHP 49,459.33) with interests and
penalties.
- 09 February 2012 (PHP 27,904.52) with interests and
penalties.
- 13 March 2012 (PHP 29,022.38) with interests and
penalties.
- 16 May 2012 (PHP 31,084.32)

D. Notices of Cancellation

- 21 November 2011
- 14 April 2012
- 08 February 2014
- 26 September 2014

V. After Sales Request Form.

A. 18 November 2017

1. Would like to ask for updated printout of unit

1119/1120/1229 Tower B Statement of Account.
2. We would settle the full payment balance of the 3 units on
Tuesday Nov 21, 2017.
3. Due to unforeseen circumstance by your office my 2 units
(1119/1229) was sold out to another buyer, It was a mistake
on your part that we hereby compromise to replace it with
another units 929/1219 Tower B at same price.
4. Should you not be agreeable with the units to be replaced
applying the same price then we would request to claim
back our original units & It would be your responsibility to
relocate or transferred the other buyers that you accepted.
5. We also have issued check payment dated Sept 30, 2016/
Oct 30, 2016 check your record to see that all the account is
 active but check wasn’t deposited as your office had sold my
unit out which is deliberately wrong on your part.

B. 21 November 2017

1. You sold the units to me without having license to sell from

HLURB.
2. Your project was delayed for 3 to 4 years. Instead of being
optional, you required me to pat additional or my accounts
will be cancelled.
3. You accepted by checques for additional payments last Sept
2016. Then I found out 2 weeks later, my 2 units was sold.
4. Since as compromised, I picked 2 units that could replace
the previous 2 units I have instead basing it on old price you
prefer the current price. I demand to get the whole amount
for the 2 units that I’ve paid.

C. 16 November 2016

1. This is to request the replacement of my units 1119 and

1120. Ma’am Metz informed me that 2 of my units was sold
without my knowledge. I was asked to choose from the
existing remaining units. Both of my units are located in the
corner area. But due to the scarcity of the units available, I
have no choice but to pick the units 1203 and 1634. Hoping
for your consideration on this matter as we have waited for
this project since 2009.

D. 22 January 2020

1. I paid PHP 780,892.82 for unit 1229 Victoria De Makati

Tower B. I paid a total of PHP 74,472.10 for unit 1119
Tower B of Victoria De Makati. My 2 units was sold to
another buyer. As a compromise, Please apply the amount
that I’ve already paid to a different unit even for a different
project or refund the amount I've paid.

VI. Number of installments made.

A. Based on Statement of Account dated 18 April 2017 there were

12 monthly installments made for Unit 1119 excluding the
computation of the down payment made.

B. Based on Statement of Account dated 20 November 2017 there

were 48 monthly installments made for Unit 1229 excluding the
computation of the down payment made.
VII. Documents missing in the records.

A. Contract between Mr. Co and NSJBI unless the Reservation

Application serves as the actual contract between the parties.

B. Any official response of NSJBI to the After Sales Request

Forms.

C. Proof of payment of installments. Copies of the check that was

used as payment. The bank usually sends the copies of the
check issued by the account holder. We can use that as proof of
payment.

VIII. Legal Opinion.

A. Applicability of the Maceda Law (RA 6552).

1. Maceda Law or RA 6552 is applicable in this case since

there is no valid cancellation of the contract.

2. In Active Realty v. Daroya G.R. No. 141205 provides:

“the records clearly show that the petitioner failed to comply

with the mandatory twin requirements for a valid and
effective cancellation under the law,19 i.e., he failed to send a
notarized notice of cancellation and refund the cash
surrender value.

Moreover, there was no formal notice of cancellation or

court action to rescind the contract. Given the
circumstances, we find it illegal and iniquitous that
petitioner, without complying with the mandatory legal
requirements for canceling the contract, forfeited both
respondent’s land and hard-earned money after she has paid
for, not just the contract price, but more than the
consideration stated in the contract to sell.

Thus, for failure to cancel the contract in accordance

with the procedure provided by law, we hold that the
contract to sell between the parties remains valid and
subsisting. Following Section 3(a) of R.A. No. 6552,
respondent has the right to offer to pay for the balance of
the purchase price, without interest, which she did in this
case. Ordinarily, petitioner would have had no other
recourse but to accept payment. However, respondent can no
longer exercise this right as the subject lot was already sold
by the petitioner to another buyer which lot, as admitted by
the petitioner, was valued at P1,700.00 per square meter. As
respondent lost her chance to pay for the balance of
 the P875,000.00 lot, it is only just and equitable that the
petitioner be ordered to refund to respondent the actual value
of the lot resold, i.e., P875,000.00, with 12% interest per
annum computed from August 26, 1991 until fully paid or to
deliver a substitute lot at the option of the respondent.”

3. Please note that in this aforementioned case, Respondent

(Developer) was ordered to refund not just the actual amount
paid but the value of the property at the time when the
HLURB Arbiter decided the case with 12% interest. I think
the interest in now 6% per annum.

B. We should file a complaint for specific performance with

damages to the HLURB.

C. Absence of the license to sell from HLURB.

1. This ground is a weak ground if the purpose is to void the

contract of sale.

2. G.R. No. 162090, Spouses Chien v. Sta. Lucia: A review of

the relevant provisions of P.D. 957 reveals that while the
law penalizes the selling of subdivision lots and
condominium units without prior issuance of a Certificate of
Registration and License to Sell by the HLURB, it does not
provide that the absence thereof will automatically render a
contract, otherwise validly entered, void.

3. However, we can always included that fact that there was no

licencse to sell when we file a case for specific performance
to the HLURB.

IX. Please be advised that this opinion is based solely on the

documents available. The opinion may or can be changed once we
have additional documents available for us.