Republic of the Philippines

REGIONAL TRIAL COURT

6th Judicial Region
Branch 45
Iloilo City

MR. X, CIVIL CASE NO. 12-345

Plaintiff,

-versus- For:

XYZ Corporation, DAMAGES

Defendant.
x------------------------x

MEMORANDUM FOR THE PLAINTIFF

Plaintiff, by undersigned counsel, to this Honorable Court most

respectfully submits his memorandum, and states thus:

I. PREFATORY STATEMENT

1.2 A contract is a meeting of the minds between two persons whereby

one binds himself, with respect to the other, to give something or to render some
services. A contract binds both contracting parties and has the force of law
between them.

1.3 No less than the state itself pays deference and acknowledges the
solemnity of contracts. As a matter of fact, Sec. 10, Article III of the 1987
Philippine Constitution provides that “No law impairing the obligation of contracts
shall be passed”.
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1.4 The instant case is a civil action for damages filed by herein plaintiff
Mr. X against respondent XYZ Corp. by reason of the breach of contract
committed by the latter to the damage and prejudice of the former.

1.5 It is but just for the respondent to be held liable to pay damages to
herein plaintiff for its willful failure, without any valid reason, to perform its lawful
obligations set forth and agreed upon in their contract, which breach has brought
about staggering losses on the part of the plaintiff not just in terms of money but
also damaged reputation and goodwill, for which he should be properly and
rightfully compensated. Both justice and equity demands nothing less.

II. STATEMENT OF THE CASE

2.1 On March 22, 2012, a complaint was filed by plaintiff Mr. X against
defendant XYZ Corp. for damages arising from the breach of contract committed
by the latter against the former;

2.2 The defendant was duly served with summons together with copies of
the complaint on March 22, 2012 per Sheriff’s Return of Service attached to the
records of the case;

2.3 The defendant XYZ Corp. filed its Answer with Counterclaim on April
22, 2012;

2.4 This Honorable Court then set the preliminary conference on May 22,
2012. During the hearing conducted on the said date, this Honorable Court
referred the instant case for Mediation to exhaust the possibility of a settlement;

2.5. After several hearings for Mediation, no settlement was arrived at

because both parties could not come up with an agreement acceptable to both of
them. So, a written report was submitted to this Honorable Court by the
Philippine Mediation Center, Iloilo City as regards the same;

2.6 For the absence of any settlement, this Honorable Court then set the
pre-trial on August 22, 2012 which was followed by the presentation of evidence
by the plaintiff;
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2.7 After presenting his testimony and that of his witnesses, herein plaintiff
then filed his formal offer of exhibits on December 22, 2012. The defendant
submitted its comment thereto on January 2, 2013;

2.8 This was followed by the presentation of evidence by the defendant

and on June 22, 2013, the defendant filed its formal offer of exhibits. The plaintiff
then filed his comment and opposition to said offer on July 13, 2013;

2.9 The court then ordered the parties to file their respective memoranda
on July 22, 2013;

2.10 The plaintiff hereby files his memorandum as required by this

Honorable Court.

III. STATEMENT OF FACTS

3.1 Mr. X entered into an agreement with XYZ Corp. for the purchase of
carton boxes to be used for exporting fresh bananas to Japan. Each box costs
Fifty Pesos (Php50.00) and Mr. X ordered two thousand (2,000) boxes. However,
the agreement was not reduced to writing;

3.2 Mr. X deposited with XYZ Corp. Twenty Thousand Pesos

(Php20,000.00) for the delivery of the boxes on January 5, 2012. Comes January
5, 2012 and no boxes were delivered;

3.3 Because of the said breach committed by the defendant, Mr. X wrote a
demand letter for reimbursement of his deposit. He also suffered losses due to
his failure to deliver bananas to his Japanese friends and was not able to comply
with his contracts. Consequently, Mr. X subsequently hired a lawyer to file this
instant case.

IV. ISSUES

I
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WHETHER OR NOT THE ORAL CONTRACT BETWEEN

PLAINTIFF MR. X AND DEFENDANT XYZ CORP. IS VALID;

II
WHETHER OR NOT XYZ CORP. SHOULD BE HELD LIABLE
TO PAY DAMAGES TO MR. X BY REASON OF HIS WILLFUL
BREACH OF SAID CONTRACT;

V. ARGUMENTS/DISCUSSION

On the First Issue

WHETHER OR NOT THE ORAL CONTRACT
BETWEEN PLAINTIFF MR. X AND
DEFENDANT XYZ CORP. IS VALID;

Article 1305 of the New Civil Code provides that:

A contract is a meeting of minds between two persons whereby

one binds himself, with respect to the other, to give something or
to render some service. 

Herein plaintiff vehemently disagrees with the erroneous claim and

specious argument put forth by the defendant that the oral contract between
them, since it was not reduced in writing is null and void. Nothing can be farther
than the truth because as a general rule, contracts are valid and enforceable in
whatever form they may appear provided that consent, object and cause are
present. Thus, contracts may be made orally or in writing and the same binds
both of them as stated in Article 1308 of the New Civil Code, to wit:

The contract must bind both contracting parties; its validity or

compliance cannot be left to the will of one of them. 

Furthermore, both parties gave their consent over their oral contract. This
was confirmed by the payment of the deposit by the plaintiff in the amount of
Twenty Thousand Pesos (Php20,000.00) which was accepted by the defendant.
This is evinced by the Acknowledgment Receipt signed by the president of XYZ
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Corp. who was the authorized by the defendant to do so. Moreover, the
acceptance of said amount was never denied by the defendant. Thus, there is no
doubt that there was perfection of said oral contract by the parties which also
finds support in law as Article 1315 of the New Civil Code states that:

Contracts are perfected by mere consent, and from that moment

the parties are bound not only to the fulfillment of what has been
expressly stipulated but also to all the consequences which,
according to their nature, may be in keeping with good faith,
usage and law. 

While Article 1319 of the same Code provides that:

Consent is manifested by the meeting of the offer and the

acceptance upon the thing and the cause which are to constitute
the contract. The offer must be certain and the acceptance
absolute. A qualified acceptance constitutes a counter-offer.

It is clear to see in the foregoing discussion that the offer made by herein
plaintiff is certain and the acceptance thereof by the defendant is absolute. Said
acceptance was never qualified or was there any condition provided therein.
Hence, one of the three (3) requisites of a valid contract, which is consent, is
without a doubt present in the case at hand.

It was held by the Supreme Court in the case of Jardine Davies, Inc. v.
CA, 389 Phil. 204, that:

It is well-settled that contracts are perfected by mere consent,

upon the acceptance by the offeree of the offer made by the
offeror. From that moment, the parties are bound not only to the
fulfillment of what has been expressly stipulated but also to all
the consequences which, according to their nature, may be in
keeping with good faith, usage and law. To produce a contract,
the acceptance must not qualify the terms of the offer. However,
the acceptance may be express or implied. For a contract to
arise, the acceptance must be made known to the offeror.
Accordingly, the acceptance can be withdrawn or revoked before
it is made known to the offeror.
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Furthermore, in order for a contract to be valid, besides consent, two (2)

other essential requisites must be present namely, object certain and cause of
obligation, as enumerated in Article 1318 of the New Civil Code which states
that:

There is no contract unless the following requisites concur:

(1) Consent of the contracting parties;

(2) Object certain which is the subject matter of the contract;
(3) Cause of the obligation which is established.

An examination of the evidence presented would reveal that the above-

mentioned 2 other requisites are also present in the case at hand. The carton
boxes ordered by herein plaintiff from the defendant is the object certain. The
prestation of the defendant to deliver the said carton boxes on time and the
corresponding promise of herein plaintiff to pay the same as agreed by them,
constitute the cause thereof. With the presence of the 3 essential requisites, it
cannot be denied that there was a valid contract between the parties.

Well-settled is rule that a contract, whether verbal or in writing, is a legally

binding agreement enforceable in courts. However, some contracts and
agreements require that they should be in writing or should be in a certain form in
order for it to be valid and enforceable under the law.

Although, as a general rule, contracts shall be obligatory, in whatever from

they may have been entered into, yet there are certain contracts falling within the
purview or scope of this rule which, by reason of their importance, should be
executed in accordance with certain formalities in order to insure their efficacy
and to protect the interests of the contracting parties as well as that of third
persons. The Civil Code, recognizing this necessity, enumerates in Art. 1358
thereof the different classes of contracts which must appear either in a public or
private document, and grants in Art. 1357 a coercive power to the contracting
parties by which they can reciprocally compel the observance of the required
form.

It was likewise held in Dauden-Hernaez v.Hon. Delos Angeles, et al., G.R.

No. L-27010, April 30, 1969, that:
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Concordantly, the first part of Article 1356 of the Code

Provides:

          ART. 1356. Contracts shall be obligatory in whatever form

they may have been entered into, provided all the essential
requisites for their validity are present.... (Emphasis supplied)

          These essential requisites last mentioned are normally (1)

consent (2) proper subject matter, and (3) consideration or
causa for the obligation assumed (Article 1318). So that once the
three elements exist, the contract is generally valid and
obligatory, regardless of the form, oral or written, in which they
are couched.

          To this general rule, the Code admits exceptions, set forth

in the second portion of Article 1356:

          However, when the law requires that a contract be in

some form in order that it may be valid or enforceable, or that a
contract be proved in a certain way, that requirement is absolute
and indispensable....

          It is thus seen that to the general rule that the form (oral or
written) is irrelevant to the binding effect inter partes of a contract
that possesses the three validating elements of consent, subject
matter, and causa, Article 1356 of the Code establishes only two
exceptions, to wit:

(a) Contracts for which the law itself requires that they be in
some particular form (writing) in order to make them valid and
enforceable (the so-called solemn contracts). Of these the typical
example is the donation of immovable property that the law
(Article 749) requires to be embodied in a public instrument in
order "that the donation may be valid", i.e., existing or binding.
Other instances are the donation of movables worth more than
P5,000.00 which must be in writing, "otherwise the donation shall
be void" (Article 748); contracts to pay interest on loans
(mutuum) that must be "expressly stipulated in writing" (Article
1956); and the agreements contemplated by Article 1744, 1773,
1874 and 2134 of the present Civil Code.

(b) Contracts that the law requires to be proved by some writing

(memorandum) of its terms, as in those covered by the old
Statute of Frauds, now Article 1403(2) of the Civil Code. Their
existence not being provable by mere oral testimony (unless
wholly or partly executed), these contracts are exceptional in
requiring a writing embodying the terms thereof for their
enforceability by action in court.

xxx xxx xxx

           ART. 1357. If the law requires a document or other

special form, as in the acts and contracts enumerated in the
following article, the contracting parties may compel each other
to observe that form, once the contract has been perfected. This
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right may be exercised simultaneously with the action the

contract. (Emphasis supplied).
Be that as it may, the instant contract/agreement between the parties does
not fall under any of the exceptions provided above which requires that it should
be in written form in order for it to be valid. In the instant case, the general rule
which states that contracts do not require a specific form to be valid, definitely
applies in consonance with the ruling in Romago Electric Co., Inc. v. Court of
Appeals, et al., G.R. No. 125947, June 8, 2000, which states that:

A contract is defined as a meeting of minds between two

persons whereby one binds himself with respect to the other, to
give something or to render some service. Generally, contracts
need not be in writing in order to be valid. Contracts are
obligatory in whatever form they may have been entered into
provided all essential requisites for their validity are present.

To stress further the point, the Supreme Court in Del Prado v. Sps.
Caballero, G.R. No. 148225, March 3, 2010, reiterated that:

Contracts are the law between the contracting parties.

On the Second Issue

WHETHER OR NOT XYZ CORP. SHOULD BE
HELD LIABLE TO PAY DAMAGES TO MR. X
BY REASON OF HIS WILLFUL BREACH OF
SAID CONTRACT;

Before going any further, since it has been more than adequately shown
by the foregoing elaborate discussion that the oral contract between the parties is
valid, said contract gives rise to certain obligations as provided in Article 1157 of
the New Civil Code, to wit:

Obligations arise from:

(1) Law;
(2) Contracts;
(3) Quasi-contracts;
(4) Acts or omissions punished by law; and
(5) Quasi-delicts.
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Since obligations arising from contracts have the force of law between the
parties, the law consequently requires nothing less than bona fide compliance
thereof pursuant to Article 1159 of the New Civil Code, which states that:

Obligations arising from contracts have the force of law between

the contracting parties and should be complied with in good faith.

Therefore, when there is fraud, delay, negligence or bad faith in the

performance of said obligation, this may give rise to cause/s of action for
damages finding support in Article 1170 of the same Code which expresses the
said principle in this vein, to wit:

Those who in the performance of their obligations are guilty of

fraud, negligence, or delay, and those who in any manner
contravene the tenor thereof, are liable for damages.

Because of the fraud or negligence by the defendant which resulted to the

breach of said contract with herein plaintiff, the latter suffered from losses for
which he should be paid for reimbursement and indemnification by the former as
provided in the following provisions of the New Civil Code, namely:
     

Art. 2200. Indemnification for damages shall comprehend not

only the value of the loss suffered, but also that of the profits
which the obligee failed to obtain.

Art. 2201. In contracts and quasi-contracts, the damages for

which the obligor who acted in good faith is liable shall be those
that are the natural and probable consequences of the breach of
the obligation, and which the parties have foreseen or could
have reasonably foreseen at the time the obligation was
constituted.

In case of fraud, bad faith, malice or wanton attitude, the obligor

shall be responsible for all damages which may be reasonably
attributed to the non-performance of the obligation.
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Art. 2205. Damages may be recovered:

(1) For loss or impairment of earning capacity in cases of

temporary or permanent personal injury;

(2) For injury to the plaintiff's business standing or commercial

credit.

For all the actual losses herein plaintiff has suffered in terms of lost profit
and tarnished business standing and goodwill, it is but just for the defendant to
pay him the total amount of Ten Million Pesos (Php10,000,000.00) as rightful
compensation.

In addition, said wilful breach by the defendant together with his refusal to
reimburse the deposit given and the irreversible damage to the reputation and
business standing of herein plaintiff, has caused the latter to suffer mental
anguish, serious anxiety, besmirched reputation, wounded feelings, humiliation
and sleepless nights for which he should be paid the amount of Five Hundred
Thousand Pesos (Php500,000.00) as moral damages pursuant to Article 2217 of
the New Civil Code which enumerates the instances wherein moral damages
may be recovered, to wit:

Moral damages include physical suffering, mental anguish, fright,

serious anxiety, besmirched reputation, wounded feelings, moral
shock, social humiliation, and similar injury. Though incapable of
pecuniary computation, moral damages may be recovered if they
are the proximate result of the defendant's wrongful act or
omission.

Moreover, Article 2229 of the same Code provides that:

Exemplary or corrective damages are imposed, by way of

example or correction for the public good, in addition to the
moral, temperate, liquidated or compensatory damages.

Defendant XYZ Corp. should also be made liable for exemplary damages
in the amount of at least One Hundred Thousand Pesos (Php100,000.00).
Because its acts committed in a wanton, reckless, oppressive, and malevolent
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manner, defendant should be taught a lesson and also for her to serve as an
example NOT to be emulated by others.

To protect his rights and interests against the wilful breach committed by
the defendant, plaintiff was constrained to hire the services of counsel and in the
process was obliged to pay attorney’s fees in the sum of Five Hundred Thousand
Pesos (Php500,000.00) plus the amount of P5,000.00 as appearance fees;

Plaintiff, in the filing of this case to protect his rights and interests, also
spent for the filing fees, docket fees and other legal fees for which the defendant
should also be held liable.

VI. PRAYER

WHEREFORE, based on the foregoing, it is most respectfully prayed of

this Honorable Court that a decision be issued in favor of the plaintiff and against
the defendant:

1. Ordering the defendant to pay the plaintiff the amount of

Php10,000,000.00 as actual damages;

2. Ordering the defendant to pay plaintiff the amount of Php500,000.00 as

moral damages;

3. Ordering the defendant to pay plaintiff the amount of Php100,000.00 as

exemplary damages;

4. Ordering the defendant to pay plaintiff the amount of Php500,000.00 as

attorney’s fees plus Php5,000.00 for every court appearance;

5. Ordering the defendant to pay the plaintiff the costs of the suit.

Other reliefs just and equitable in the premises are likewise prayed for.

RESPECTFULLY SUBMITTED.
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Iloilo City, Philippines, August 10, 2013.

CLARK KENT
Counsel for the Plaintiff
Makawiwili Street, Mandurriao, Iloilo City
Tel. No. (033) 555-55-55
PTR No. 3638493/01-05-13/Iloilo City
IBP No. 880887/01-03-13/ Iloilo City
Roll No. 70000
MCLE Compliance No. V 0022167-10/29/12

Copy Furnished:

Atty. Barney
Counsel for Defendant
Barney Law Office
Iznart Street, Iloilo City

Received By: ______________________ Date Received: _________________