INTERNATIONAL CHAMBER OF COMMERCE

INTERNATIONAL COURT OF ARBITRATION

__________________________________
REQUEST FOR ARBITRATION
_______________________
ABC COMPANY (The Republic of the Philippines)
Claimant,
v.
XYZ CORPORATION (The Republic of Singapore)
Respondent.
April 27, 2016

J. Victor Fausto L. Varela;

Reynaldo B. Quimosing;
Miguel L. Castriones
VARELA LAW FIRM
5th Floor, Commerce and Industry Plaza,
1030 Campus Avenue Corner Park Avenue,
Mckinley Town Center, Fort Bonifacio,
TELEPHONE: (63) 02 564-7832
FACSIMILE: (63) 02 345-6787
ATTORNEYS FOR THE CLAIMANT
XYZ Corporation

INTRODUCTION

This Request for Arbitration arises out of a dispute over obligations that
Respondent ABC Company assumed under an agreement with Claimant XYZ
Corporation, whereby ABC Company would supply 1,000 computers to XYZ
Corporation with the appropriate and complete programs installed such as
the Microsoft Windows Professional Edition. The said dispute arose because
ABC Company refused to turnover proof of license of the Microsoft Windows
installed into the said computer. ABC Companys conduct threatens the
secure and stable operation of XYZ Corporation and even opens the said
company to possible law suits by other entities that have rights over the said
programs. ABC Company contends that they have followed the terms of the
agreement and that the handover of the proof of license is not part of the
obligations asserted in the contract.
XYZ Corporation is a non-profit company registered and organized
under the laws of the Republic of the Philippines, whose sole objective is to
help with the education of Filipino youth. XYZ Corporation in line with its
organizational goals sought to improve the education system of Barangay
Kamagong of Bongao, Tawi-Tawi, by providing the said school district with
different forms of improvements such as classrooms, reading materials and
the much contested 1,000 computers bought from ABC Company. XYZ
Corporation had conducted negotiations with ABC Company, an organization
who manufactures and sells top-grade computer units. A contract was forged
for the sale of the latest model of computers manufactured by ABC
Company, the Zeus Computer at FORTY THOUSAND PESOS per piece. After
delivery of the units, it was discovered the proof of licensing of the preinstalled applications were not handed over by ABC Company to XYZ
Corporation as it should have been. Despite the delivery of 2 demand letter
sent ABC Company weeks apart, ABC Company has continued to refuse to
turnover said document required of them by XYZ Corporation. The repeated
refusal of ABC Company has put XYZ Corporation not only in financial risk but
also in a position where the good name of the company may by ruined.
By Initiating this arbitration XYZ Corporation seeks a declaration of ABC
Companys obligations under the contract of sale and a declaration that ABC
Company has violated its obligations under the agreement. These
Declarations are necessary to protect XYZ Corporation from possible law
suits from the software companies and to prevent a situation that could put
the school district into controversy and put XYZ Corporations name in a
shameful position.

PARTIES TO THE ARBITRATION

1. Claimant XYZ Corporation is not-for-profit corporation, organized and
existing under the laws of the Republic of the Philippines, with its principle
office at 123 Awesomeness St. Barangay Panda, QC, 1132, Philippines.
2. Respondent ABC Company organized under the laws of the Republic
of Singapore with its principle address at 30-A UCC Bldg. 456 Coffee St.,
Singapore, Singapore.
NATURE OF ARBITRATION
3. By this Arbitration XYZ Corporation seeks declaratory relief in
interpreting certain contractual right, duties and obligations of both parties

under the said agreement. Additionally XYZ Corporation seeks a declaration

that ABC Company violated the said contract of sale, that the said violation
was perpetuated by the repeated refusal of ABC Company to accede to the
request of XYZ Corporation. A Copy of the said Contract of Sale is attached
hereto as EXHIBIT A. XYZ Corporation also reserves the right to seek
additional relief on additional subjects that relate to the parties obligation
under the said Contract.
4. The arbitral jurisdiction of the International Chamber of Commerce is
based on paragraph 8.2 of the Contract of Sale, which states:
All disputes arising in connection with this Contract shall be
finally settled under the Rules of Conciliation and Arbitration of
the International Chamber of Commerce by three (3) Arbitrators
appointed in accordance with said Rules. The Arbitration shall be
held in Manila. Judgment upon the award rendered may be
entered in any Philippine Court having jurisdiction or application
may be made to such court for judicial acceptance of the award
and an order of enforcement, as the case may be.
BACKGROUND AND CIRCUMSTANCES OF THE DISPUTE
5. On June of 2015, XYZ Corporation in line with its organizational goals
sought to improve the education system of Barangay Kamagong of Bongao,
Tawi-Tawi, by providing the said school district with different forms of
improvements such as classrooms, reading materials and 1,000 computers
units.
6. On August 9 of 2015, XYZ Corporation had conducted negotiations
with ABC Company, an organization who manufactures and sells top-grade
computer units.
7. By August 20 of 2015 in the City of Manila, a contract was forged for
the sale of the latest model of computers manufactured by ABC Company,
the Zeus Computer at FORTY THOUSAND PESOS per piece (P40,000.00).
Totalling to FORTY MILLION PESOS (P40,000,000.00) for all 1,000 units.
Included in the sale of the 1,000 units of the Zeus computers were licensed
Microsoft Windows Professional Edition applications.
8. On September 4, 2015, XYZ Corporation issued and delivered a
check of TWENTY MILLION PESOS (P20,000,000.00), representing a down
payment of half of what was due to ABC Company.
9. On November 11, 2015 the Zeus computers were delivered in good
condition to the Barangay office in Tawi-Tawi, and by the next day a check
was delivered to ABC Company representing the balance due.
10. By December 3, 2015 before XYZ Corporation was to official
turnover all material and items to the school district and have their ribbon
cutting ceremony, it was discovered that there was no proof of license for the
pre-installed Microsoft programs that was given by ABC Company.
11. Thus on December 4, 2015 a demand for such proof was sent to
ABC Company, who in turn denied the said demand, stating that ABC
Company was under no obligation to submit such. A second demand was
sent on December 27, 2015, but was again denied.
12. ABC Company has taken a stance that, they have successfully
fulfilled the terms of the contract and that they are under no obligation to
submit the proof of licensing, since such document was issued by Microsoft

to ABC Company, authorizing them to pre-install such program. Furthermore

the said document lists certain information which is not to be disclosed to
the public.
13. ABC Companys refusal to submit a document that would verify
the legitimateness of programs pre-installed, demonstrates a violation of
ABC Company to make due with its obligations under the Contract of Sale.
XYZ CORPORATIONSS CLAIM AGAINST ABC COMPANY AND REQUEST
FOR DECLARATION OF THE PARTIES RIGHTS AND OBLIGATIONS
UNDER THE CONTRACT OF SALE.
14. Claimant XYZ Corporation hereby incorporates and adopts by
reference each and every allegation set forth in the proceeding paragraphs
of the Request as though fully set forth herein.
15. That the Contract of Sale between ABC Company and XYZ
Corporation is a valid and binding between the said parties.
16. That all terms of the Contract of Sale are just and reasonable to
ABC Company and the consideration for ABC Company obligations under the
contract, to the extent relevant to this action is fair and adequate to ABC
Company.
17. XYZ Corporation has duly and properly performed all the
obligations required of them as provided by the contract.
18. An actual controversy has arisen and now exists between ABC
Company and XYZ Corporation relating to the parties rights and obligations
under the Contract of Sale, in that XYZ Corporation contends and ABC
Company disputes the following:

That ABC Company is obligated to hand over with the sale of the Zeus
computer units proof of the license of the pre-installed applications
and software.

That the proof of license is necessarily required for the sale to push
through, since such can be considered an accessory of the subject
matter, and as provided by the Civil Code must be given together with
the principle item.

That the refusal of ABC Company to hand over such proof is a violation
of the obligations imposed upon the said party by the Contract of Sale.

That the actions of ABC Company puts XYZ Corporation in a position of

peril, regards to it reputable name and good will in the community it
serves and even financially in regards to possible suit if claimed such
applications and software was fake by the software companies.

19. Thus XYZ Corporation seeks a declaration of right and obligations

of both entities, in regard to the questioned Contract of Sale.
THE ARBITRATION AGREEMENT
20. The parties have agreed to submit all disputes arising from the said
Contract of Sale of Zeus Computers to arbitration, as seen from paragraph
8.2 of the Contract of Sale, which states:

All disputes arising in connection with this Contract shall

be finally settled under the Rules of Conciliation and Arbitration
of the International Chamber of Commerce by three (3)
Arbitrators appointed in accordance with said Rules.
The
Arbitration shall be held in Manila. Judgment upon the award
rendered may be entered in any Philippine Court having
jurisdiction or application may be made to such court for judicial
acceptance of the award and an order of enforcement, as the
case may be.
21. The claimant requests that three arbitrators resolve this case as
agreed in the Contract of Sale. Claimant further request that the standard
procedures under Article 8-12 of the ICC Rules governing the selection of the
arbitration panel, which was agreed upon in the Contract of Sale, be
followed. XYZ Corporation nominates Karlo M. Noche as its arbitrator for
confirmation by the Court pursuant to Article 8(4) of the ICC Rules. Mr. Karlo
Noche is the managing partner of Noche and Associates located at:
123rd floor V2ispogi Bldg., 45 Quest Rd.
Barangay Starbuko, Makati City,1102,
The Republic of the Philippines.
Telephone: (63) 02 567-5656
Facsimile: (62) 02 567-5657
22. The Place of Arbitration shall be held in Manila, Philippines as set
forth in the Sale Contract.
23. The Claimant submits that the arbitration will be governed by the
laws of the Republic of the Philippines. The contract was entered into by the
parties in the City of Manila and made to comply with the Laws of the
Philippines.
24. Judgment upon the arbitrators' award may be entered and enforced
through any competent court in Manila, Philippines.
25. Claimant reserves the right to provide a more precise accounting of
circumstances, to supplement and modify the claims set forth herein, and to
submit further briefs, documents, schematic drawings, designs, exhibits and
any other evidence at their own discretion in the course of the proceedings
herein.
Dated: May 15, 2016

___________________________
J. VICTOR FAUSTO L. VARELA
VARELA LAW FIRM
ATTORNEY FOR THE CLAIMANT
XYZ CORPORATION