REPUBLIC OF THE PHILIPPINES

NATIONAL CAPITAL JUDICIAL REGION

REGIONAL TRIAL COURT
MANILA CITY
Branch 41

FAS.,
Plaintiff,

- versus - Civil Case No.

For: Sum of Money

.
Defendants.
x- - - - - - - - - - - - - - - - - - - - - - - - - -x

ANSWER
(with Permissive and Compulsory Counterclaim)

Defendants. (hereinafter referred to as “MSR”), and (hereinafter

referred to as “Reyes”), through counsel, and unto this Honorable Court,
most respectfully state:

1. Defendants specifically deny paragraph 1 of the Complaint for

lack of knowledge or information sufficient to form a belief as to the truth of
the averments therein.

2. Defendants admit paragraph 2 of the Complaint insofar as

defendants’ juridical personality and office address are concerned, but deny
the rest of the allegations, the truth being that defendant MSR is owned by
its stockholders and that defendant Reyes is the President of MSR.

3. Defendants admit paragraph 3 of the Complaint insofar as

problems regarding the wastages of reagents are concerned, the truth being
that there was no such reconciliation agreement reached by the parties.
Defendants additionally deny the genuineness and due execution of the
attached Agreement and the computations thereto.

4. Defendants specifically deny paragraph 4 of the Complaint, the

truth being that stated under the Affirmative and Special Defenses.

5. Defendants specifically deny paragraphs 5 and 6 of the

Complaint for being mere conclusions of law and for lack of knowledge or
information to support a belief as to the truth of the averments therein.

SPECIAL AND AFFIRMATIVE DEFENSES

 6. FURTHER ANSWERING and by way of SPECIAL AND
AFFIRMATIVE DEFENSES, defendants adopt and replead the allegations
in the preceding paragraphs and further aver that:

7. Plaintiff has no cause of action against the defendants.

8. Defendant MSR is a corporation duly organized and existing

under and by virtue of the laws of the Republic of the Philippines with
Company Registration No.. MSR is engaged in the business of providing. It
is herein represented by its President, herein defendant.

Copies of MSR’s Certificate of Incorporation issued by the Securities

and Exchange Commission dated and the Secretary’s Certificate authorizing
to represent MSR is hereto attached as Annexes “1” and “2” respectively
and made integral part hereof.

9. Sometime in 2013, through misrepresentations, MSR was

persuaded to enter into a number of agreements with plaintiff for the latter’s
installation of various medical equipment (“FAS equipment”) free of charge
and the exclusive supply of all Testing Reagents (“Reagents”) and other
materials and supplies, to be used solely for the operation of the said FAS
equipment in various hospitals in the City of and the, particularly.

Copies of the respective Memorandum of Agreement for Ospital ng

and Sta. l are hereto attached as Annex “3”, “4” and “5”.

10. On January 2014, MSR started its operations using the FAS
equipment, reagents, and other materials and supplies in the aforementioned
hospitals.

11. During the course of MSR’s operations, volumes of reagents

were wasted due to non-compliance of plaintiff’s obligations to, among
other, oversee and check the performance and efficiency of the FAS
equipment that plaintiff installed, that resulted to losses suffered by MSR.

12. MSR called the attention of plaintiff regarding the matter on

wastages and demanded from the plaintiff strict compliance of their
agreement, particularly to oversee the performance and efficiency of the
FAS equipment, but to no avail.

13. To avoid disruption of service and its commitment to the

hospitals, not to mention to limit its losses, MSR ceased operating the FAS
equipment sometime in June 2014 and was constrained to purchase medical
equipment, reagents and supplies from other suppliers.

MSR incurred the following additional expenses:

A. Purchase of medical equipment:

 Distributors Incorporated ……………PhP7,299,000.00
Philippines Inc. ………………………PhP5,990,000.00

Total ………………………………………….PhP13,289,000.00

B. Purchase of reagents and other supplies:

Inc. ………………………………PhP643,535.16
Distributors Incorporated ……………PhP556,361.00

Total ………………………………………….PhP1,199,896.16

GRAND TOTAL …………………………...PhP14,488,896.16

Copies of the itemized summary for the purchase of medical

equipment from Distributors Incorporated and Philippines and for the
purchase of reagents and other supplies from nc., and Distributors
Incorporated are hereto attached as Annexes “6”, “7”, “8” and “9”,
respectively.

13. Aside from the foregoing, MSR paid the plaintiff Eight
Hundred Forty Nine Thousand Seven Hundred Ninety One Pesos and
45/100 (PhP849,791.45) as shown by Collection Receipt No. 000622 dated
09 May 2014 and Collection Receipt No. 000623 dated 14 May 2014 and
hereto attached as Annexes “10” and “11” respectively.

14. Plaintiff thereafter, still demanded from MSR Four Million Five
Hundred Sixty One Thousand One Hundred Eighty Two Pesos and 32/100
(PhP4,561,182.32) allegedly representing the balance for the reagents and
other materials and supplies.

15. Since plaintiff misrepresented itself to MSR and failed to

comply with its obligations despite notice thereto, plaintiff has no right to
demand from MSR the alleged balance for the reagents and other materials
and supplies.

16. Thus, MSR has a claim against plaintiff in the amount of

Fourteen Million Four Hundred Eighty Eight Thousand Eight Hundred
Ninety-Six Pesos and 16/100 (PhP14,488,896.16) representing the amount
spent by MSR additional expenses and plaintiff’s claim.

PERMISSIVE COUNTERCLAIM

17. Defendants adopt and replead the allegations in the preceeding

paragraphs and further aver that:
 18. The misrepresentations and willful breach of the agreement by
the plaintiff caused MSR additional expenses in the amount of Fourteen
Million Four Hundred Eighty Eight Thousand Eight Hundred Ninety-Six
Pesos and 16/100 (PhP14,488,896.16) for which MSR should be
compensated by way of consequential and actual damages.

COMPULSORY COUNTERCLAIM

19. Defendants adopt and replead by way of reference the

allegations in the preceding paragraphs insofar as they are material hereto
and further aver that:

20. Due to the malicious filing by the plaintiff of this clearly

unfounded and baseless suit, the defendant was compelled to litigate this
case and engage the services of the undersigned counsel thereby incurring
actual damages by way if attorney’s fees consisting of Fifty Thousand Pesos
(PhP50,000.00) as acceptance fee, plus appearance fees and costs of this
suit.

21. Due to plaintiff’s wanton, fraudulent, reckless, and oppressive

act of filing a baseless and malicious complaint, plaintiff should be ordered
to pay each of the defendant exemplary damages in the sum of One Million
Pesos (PhP1,000,000.00), as and by way of example or correction for the
public good.

PRAYER

WHEREFORE, premises considered, it is respectfully prayed of this

Honorable Court that, after due notice and hearing, judgment be rendered in
favor of the defendant and against the plaintiff, as follows:

1. Plaintiff’s Complaint be DISMISSED for lack of merit;

2. On defendants’ Permissive Counterclaim, that –

a. ORDERING plaintiff to pay defendant MSR the sum of

Fourteen Million Four Hundred Eighty Eight Thousand
Eight Hundred Ninety-Six Pesos and 16/100
(PhP14,488,896.16), or such amount to which defendant
may be entitled, as actual and consequential damages;

3. On defendants’ Compulsory Counterclaim:

a. ORDERING plaintiff to pay the defendants the following:

 i. The sum of Five Hundred Thousand Pesos (PhP50,000.00)
as acceptance fee, plus appearance fees for every court
appearance, as actual damages by way of attorney’s fees;

ii. The sum of One Million Pesos (PhP1,000,000.00) for

each defendant as exemplary damages, as and by way of
example or correction for the public good; and,

4. ORDERING plaintiff to pay costs of the suit.

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

Pasig City, M.M., for Manila City, M.M., 30 March 2015.

By:

Copy furnished:

EXPLANATION

A copy of the foregoing Answer was served to the adverse party

through registered mail with return card in lieu of personal service due to
non-availability of sufficient personnel on the part of the undersigned
counsel.