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 FIRM5th 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 CLAIMANTXYZ 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 Company’s 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 pre-installed 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 Company’s 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 Corporation’s 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 Company’s 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 CORPORATIONS’S 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