Republic of the Philippines

____________ Judicial Region

________________ TRIAL COURT

Branch _____, _____________, _____________

ANSWER

(With COUNTERCLAIM)

DEFENDANT, by counsel, respectfully states that:

Admissions/Denials

1. He admits the contents of paragraph 1 only insofar as his personal circumstances but specifically denies the contents insofar as plaintiff’s personal circumstances for the reason stated in the Affirmative Defenses below.

2. He admits the contents of paragraph 2 only where it states that a Contract of Lease was entered into but specifically denies that the Contract reflects the true intent of the parties as explained in the Affirmative Defenses below.

3. He admits the contents of paragraph 3 only as to the fact that demand to vacate was made but specifically denies its contents as to the truth of the reasons for the letter for lack of knowledge sufficient to form a reasonable belief as to its truth or falseness.

4. He specifically denies the contents of paragraphs 4 to 6 for the reasons stated in the Affirmative Defenses below.

Affirmative Defense

1. Defendant reiterates, repleads and incorporates by reference all the foregoing insofar as they are material and additionally submit that the Complaint should be dismissed because:

   1. Plaintiff has no capacity to sue as it is a foreign corporation doing business in the Philippines without a license.

   2. The Complaint fails to state a cause of action as the Contract of Lease (ANNEX A) was, before its expiration, superceded by a Deed of Absolute Sale whereby plaintiff sold to defendant the parcel of land in question, a copy of which is attached as ANNEX 1.

Counterclaim

1. Defendant reiterates, repleads and incorporates by reference all the foregoing insofar as they are material and additionally submit that he is entitled to relief arising from the filing of this malicious and baseless suit, as follows:

   1. Moral Damages amounting to One Million Pesos (PHP1,000,000/00) because his name and reputation were besmirched by this malicious and baseless suit.

   2. Attorney’s Fees amounting to One Hundred Thousand Pesos (P100,000.00) because he was compelled to secure services of counsel to vindicate his legal rights.

WHEREFORE, Defendant respectfully prays that judgment be rendered in his favor by dismissing the Complaint and granting defendant’s counterclaim by awarding defendant: (a) One Million Pesos as Moral Damages, and (b) Fifty Thousand as Attorney’s Fees.

Other just and equitable reliefs are prayed for.

Quezon City; 13 April 2007.

(Sgd.) _____________________________

Counsel for Plaintiff