August 19, 2021

JOSE MA. G. MONTINOLA

President
Southkey Development Corp.
6F SOL Building, 112
Amorsolo St., Legaspi Village
San Lorenzo, Makati City

RE: RETURNED OF LEASED PREMISES

Dear Sir:

I am writing you in behalf of my client, GI FU LOH CORP. This refers to the

returned of the lease premises in accordance with the Contract of Lease
entered into by my client with your company on March 1, 2017. Please be
informed that my client is not amenable to the conditions imposed on the
turnover of the leased premises using as basis Sec. 20 of the Contract of Lease,
which says:

“Upon the termination of the contract, the lessee shall immediately

vacate the lease premises and return the possession thereof to the
lessor in good and tenantable condition, reasonable wear and tear
and damage directly attributable to force majeure excepted, devoid
of all occupants, furniture, articles and effects of any kind, other
than the alterations, additions or improvements approved by the
lessor and which the lessor shall keep in accordance with Sec. 13.
The lessee shall continue paying rent up to the time the leased
premises have been restored in good and tenantable condition,
acceptable to the lessor, and turnover to the lessor. For the
avoidance of doubt, the lessee shall not be required to restore the
Leased Premises to the condition it was accepted on Handover date.”

The obligation imposed on the part of the lessee to restore in good and
tenantable acceptable to the lessor is contrary to law because it violates Civil
Code of the Philippines provision on the law on obligation and contracts,
Article 1256, which says, “The validity and performance of contracts
cannot be left to the discretion of one of the contracting parties”.
Consider further, Sec 20 of the contract of lease is void ab initio because my
client is practically at the mercy of the lessor because what is good and
tenantable condition is left to the discretion of the Lessor.

My client believes that as long as the structural integrity of the lease premises
is preserved on the turnover date, the obligation of my client to turn over the
lease premises in good and tenantable condition is already satisfied. Further,
the contract of lease did not define the meaning of “good and tenantable
condition”, and well settled is the rule, in this kind of contract of adhesion, in
case of ambiguity, the same is strictly construed against the one who prepared
it.

In view of the foregoing, we hope your company will accept the turnover of
lease premises and accordingly, return the Security Deposit of my client.

Thank you.

Very truly yours,

ATTY. RAYSUN R. ARELLANO

ATTORNEY-AT-LAW