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All Jurisprudence based

0 tracked cards Remedial Law, Legal and Judicial Ethics, with Practical Exercises

Under Rule 130, Part B, in a Deed of Sale of Shares between Vega Realty, Inc. (Seller) and Titan Investors, Inc. (Buyer), the deed states: "The Purchase Price shall be ₱5,000,000, payable as stipulated in Schedule A." Schedule A is not attached to the deed. A contemporaneous side letter dated 20 February 2024, signed by both parties, states the price and payment terms and is not attached to the deed. Is extrinsic evidence of Schedule A or the side letter admissible to interpret the clause "The Purchase Price shall be ₱5,000,000, payable as stipulated in Schedule A"? Choose the best answer and briefly explain.

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Yes; extrinsic evidence of Schedule A and the contemporaneous side letter are both admissible to interpret the clause, provided they do not contradict the stated price. Yes; extrinsic evidence of Schedule A is admissible to interpret the clause, but extrinsic evidence of the side letter is not admissible because it is not attached to the deed. No; extrinsic evidence is never admissible to interpret terms referenced to a non-attached Schedule A. The court should ignore any extrinsic writings and interpret strictly from the deed itself, since the price is explicitly stated.

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