REPUBLIC OF THE PHILIPPINES

NATIONAL CAPITAL JUDICIAL REGION

REGIONAL TRIAL COURT
MAKATI CITY, BRANCH __

PHILIPPINE AXA LIFE INSURANCE

CORPORATION,
Plaintiff,

- versus - Civil Case No. ___________

For: Replevin and Sum of
Money with Damages

AVELINA G. DE JESUS,
Defendant.
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COMPLAINT

Plaintiff PHILIPPINE AXA LIFE INSURANCE CORPORATION (“AXA

Philippines”), by counsel, respectfully states:

THE PARTIES

1.1. AXA Philippines is a corporation organized and existing under

the laws of the Republic of the Philippines. It is engaged, among others, in

transacting insurance business such as making insurance contracts as an

insurer, particularly life insurance contracts. It may be served with notices,

processes and other court papers through counsel at its address indicated

below.
 1.2. Defendant AVELINA G. DE JESUS is a Filipino, of legal age,

married, with postal address at Lot 22, Block 18, Royale Tagaytay Estate,

Alfonso, Cavite, where she may be served with summons, notices and other

processes by this Honorable Court.

II

ALLEGATIONS COMMON TO ALL CAUSES OF ACTION

2.1. AXA Philippines is the fourth largest life insurance company in

the Philippines. It offers a wide range of services and products to meet the

increasing needs of its clientele, including, among others, financial protection

and wealth management, customer support, advice, and life insurance

services. Its ability to secure the future of its customers and stakeholders is

made possible through its continuous human resource development.

2.2. In order to extend its services to all possible clientele and

closely support its existing customers throughout the Philippines, AXA

Philippines enters into agency management contracts with several individuals.

These individuals, acting as Agency Managers, will engage and supervise

agents and representatives who will then make available AXA Philippines’

products and services to the public.

2.3. Defendant was one of AXA Philippines’ Agency Managers. In

2004, before entering into a contract with AXA Philippines, Defendant was

acting as an agency management contractor for another insurance company.

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Sometime before November of 2004, Defendant offered her services to

market AXA Philippines’ products and services using her own existing agency

force and possibly, to engage additional agents and representatives for AXA

Philippines. After much prodding, AXA Philippines eventually agreed to

accept the offer of Defendant.

2.4. Thus, on 8 November 2004, AXA Philippines and Defendant

entered into a Memorandum of Agreement (“MOA”) 1 wherein the parties

agreed, among others, that Defendant will enter into an agency management

contract with AXA Philippines.2 Defendant undertook, among others, to

deliver New Business to AXA Philippines of at least P100 Million in 2005,

P200 Million in 2006, and P400 Million in 2007. 3 With such undertaking, AXA

Philippines was further persuaded to grant Defendant a Car Plan.

2.5. Eventually, on 1 December 2004, AXA Philippines and

Defendant entered into an Agency Manager’s Contract (“Manager’s

Contract”).4 Under the said Contract, Defendant undertook to meet the key

performance indicators specified by AXA Philippines, including production,

recruitment and persistency.5 Defendant further agreed that if she “does

not meet training, production, persistency or other requirements in

respect of” her being an Agency Manager, AXA Philippines shall

immediately terminate the agency management contract upon notice.6

1
A copy of the 8 November 2004 Memorandum of Agreement (“MOA”) is
attached hereto as Annex “A” and made an integral part hereof.
2
MOA , First and Second WHEREAS Clauses.
3
Id., at par. 3, sub-par. 3.2, p. 4.
4
A copy of the 1 December 2004 AXA Manager’s Contract is attached hereto
as Annex “B” and made an integral part hereof.
5
Agency Manager’s Contract, par. 2, sub-par 2.1 (a), p. 2.
6
Id., at par. 19, sub-par 19.2 (l), p. 11.

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 2.6. To implement the Car Plan, on 16 December 2005, AXA

Philippines and Defendant entered into a Lease-Purchase Agreement

(“LPA”),7 wherein the Defendant leased, with option to purchase, a motor

vehicle owned by and registered in the name of AXA Philippines, 8 particularly

described as follows:

Make and Type Toyota Fortuner V 4x4D Wagon

Model 2005
Color Dark Gray
Motor No. IKD-9537367
Chassis No. MROYZ59G2-00020225
Registration Certificate No. 3811281-5
MV File No. 1368-00000213835
Plate No. ZBS – 471

2.7. The LPA was for a term of four (4) years from 16 December

2005, or up to 16 December 2009. 9 During such period, title and ownership of

the motor vehicle remains in the name of AXA Philippines. 10 Title and

ownership of the motor vehicle shall be transferred to the Defendant upon

payment of a nominal price of ONE PESO (P1.00) only upon the end of the

term of the LPA, and only upon fulfillment of all of the conditions provided

therein, particularly the full payment of the monthly rentals. 11

7
A copy of the 16 December 2005 Lease-Purchase Agreement is attached
hereto as Annex “C” and made an integral part hereof.
8
Copies of the Certificate of Registration and Official Receipt both dated 18
November 2005 issued by the Land Transportation Office in the name of Philippine
Axa Life Insurance Corporation are attached hereto as Annexes “D” and “E”,
respectively, and made integral parts hereof.
9
Lease-Purchase Agreement, par. 1, p. 1.
10
Id., par. 3, p. 1.
11
Id., par. 15, p. 2.

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 2.8. During the term of the LPA, the Defendant was obliged to pay

AXA Philippines the amount of SIXTEEN THOUSAND NINE HUNDRED NINE

PESOS AND 22/100 (P16,909.22) as monthly rental for the use of the motor

vehicle.12 The payment shall be made by continuous and automatic deduction

from Defendant’s commissions and other remunerations. 13 However, if the

Defendant is not entitled to any commission, she undertook to pay the

monthly rental from her own fund and remit the same directly to AXA

Philippines.14

2.9. During the effectivity of the MOA, the Manager’s Contract and

the LPA, AXA Philippines complied with all its undertakings. Particularly, AXA

Philippines delivered possession of the motor vehicle to the Defendant as the

lessee thereof. Defendant remains in possession of the motor vehicle at

present.

2.10. However, in breach of her commitments under the MOA and the

Manager’s Contract, Defendant never delivered the agreed New Business to

AXA Philippines. Despite various reminders and warnings given by AXA

Philippines of the poor, if not utterly abysmal sales performance, Defendant

continually refused to fulfill her undertakings. Thus, on 9 July 2007, through a

letter received by Defendant, AXA Philippines was constrained to immediately

terminate the MOA and Manager’s Contract since Defendant never complied

with the production, persistency and other requirements set by AXA

12
Id., par. 2, p. 1.
13
Ibid.
14
Ibid.

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Philippines pursuant to the provisions of the MOA and the Manager’s

Contract.15

2.11. With the termination of the Manager’s Contract, AXA Philippines

was also constrained to terminate the LPA. Under the LPA, should

Defendant’s Manager’s Contract be terminated, the LPA is likewise

terminated. The LPA specifically provides:

“Should the LESSEE (Defendant) resign or be terminated for

any other reason before the expiration of the terms of this
Agreement, the LESSOR (AXA Philippines) shall have the
right to cancel this Agreement and regain possession of the
motor vehicle. In such case, all rentals paid for the use of the
motor vehicle shall already belong to the LESSOR (AXA
Philippines). In case the LESSEE (Defendant) has his equity in
the motor vehicle, the LESSOR (AXA Philippines) shall first sell
the motor vehicle and the proceeds of which shall be used to
reimburse the equity of the LESSEE (Defendant), on a pro-rata
basis.”16

2.12. Despite the lawful and valid termination of the LPA, Defendant

never returned the possession of the motor vehicle to AXA Philippines.

Consequently, on 6 August 2007, AXA Philippines was constrained to

demand, through a letter, that Defendant immediately surrender the motor

vehicle.17 In the said letter, AXA Philippines also advised the Defendant that

she can purchase the motor vehicle up to 5 September 2007 upon full

payment of the remaining book value thereof amounting to NINE HUNDRED

15
A copy of the letter dated 9 July 2007 is attached hereto as Annex “F” and
made an integral part hereof.
16
Lease-Purchase Agreement, par 14, p. 2; emphasis and underscoring
supplied.
17
A copy of the letter dated 6 August 2007 is attached hereto as Annex “G” and
made an integral part hereof.

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THIRTY FIVE THOUSAND FOUR HUNDRED SIXTEEN AND 48/100

(P935,416.48).18 Defendant received this letter on August 6, 2007.

2.13. However, Defendant never paid the remaining book value of the

motor vehicle within the time provided for by AXA Philippines. Worse, to this

date, Defendant refused, without any justifiable cause, to return the motor

vehicle to AXA Philippines.

III

FIRST CAUSE OF ACTION

3.1. AXA Philippines respectfully repleads herein all the foregoing

paragraphs by reference.

3.2. During the term of the LPA, Defendant was allowed to possess

the motor vehicle as the lessee thereof, at least until she is able to fully pay

the monthly rentals thereof, after which, she is already entitled to purchase

the same from AXA Philippines. However, Defendant has not fully paid the

monthly rental for the use of the motor vehicle.

3.3. Furthermore, her absolute failure to comply with the terms of the

MOA and Manager’s Contract gave AXA Philippines no other choice except to

terminate her agency management contract. Thus, when AXA Philippines

terminated Defendant as its Agency Manager, all considerations given to her,

particularly the LPA, were likewise terminated.

18
Please see Annex “G”.

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 3.4. When AXA Philippines terminated the LPA upon the termination

of the Defendant’s Manager’s Contract, AXA Philippines had the right to

regain possession of the motor vehicle. Defendant expressly and

unqualifiedly recognized this right of AXA Philippines, when she agreed that

should she be terminated from AXA Philippines for any reason, “AXA

Philippines shall have the right to cancel this Agreement and regain

possession of the motor vehicle.”

3.5. Notwithstanding AXA Philippines’ formal notice of the termination

of the LPA and the demand for the return of the possession of the motor

vehicle, Defendant, as of date, unjustly failed and/or refused and continues to

fail and/or refuse to return the motor vehicle to AXA Philippines. The motor

vehicle is thus presently being unlawfully detained by Defendant to the

prejudice and detriment of AXA Philippines who thereby is being deprived of

its right of ownership and possession of the same.

3.6. As shown by the foregoing paragraphs, Defendant has violated

the terms of the MOA and the Manager’s Contract warranting AXA Philippines

to lawfully terminate her services as Agency Manager. Defendant’s

termination led to the automatic and valid termination of the LPA under the

terms thereof.

3.7. Upon the lawful termination of the LPA, AXA Philippines has the

right to regain and take over the possession of the motor vehicle from

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Defendant and the latter is under obligation to return the same to AXA

Philippines.

3.8. The motor vehicle wrongfully detained by Defendant has not

been the subject of any tax assessment or fine pursuant to law nor has it been

seized under a writ of execution or attachment against AXA Philippines.

Neither has the motor vehicle been placed under custodia legis.

3.9. The motor vehicle, particularly described as

Make and Type Toyota Fortuner V 4x4D

Model 2005
Color Dark Gray
Motor No. IKD-9537367
Chassis No. MROYZ59G2-00020225
Registration Certificate No. 3811281-5
MV File No. 1368-00000213835
Plate No. ZBS – 471

is currently located at at Lot 22, Block 18, Royale Tagaytay Estate, Alfonso,

Cavite.

3.10. The actual market value of the motor vehicle is estimated at One

Million Two Hundred Thousand Pesos (P1,200,000.00).

3.11. AXA Philippines is ready, able and willing to post, as in fact it is

posting herein, a Replevin Bond in the amount of double of the value of the

motor vehicle executed in favor of Defendant for the return of the motor

vehicle to her, should the return thereof be adjudged, and for the payment to

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Defendant of such sum as she may recover from AXA Philippines in the

action.

3.12. In support of the foregoing, and for the purpose of the issuance

of a preliminary order for the delivery of the said motor vehicle, we hereby

attach the Affidavit in Support of the Application for a Writ of Replevin of

Ernesto S. Fernandez, with the Replevin Bond attached hereto. 19

III

SECOND CAUSE OF ACTION

4.1. AXA Philippines respectfully repleads herein all the foregoing

paragraphs by reference.

4.2. In flagrantly and persistently violating her obligations under the

LPA, Defendant acted in evident bad faith and in a wanton, fraudulent,

reckless and malevolent manner. In view thereof, by way of example and

correction for the public good, Defendant should be ordered to pay AXA

Philippines in an amount not less than FIVE HUNDRED THOUSAND PESOS

(P500,000.00).

III

THIRD CAUSE OF ACTION

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Copies of the Affidavit in Support of the Application for a Writ of Replevin,
including the Replevin Bond are attached hereto as Annexes “H” and “H-1” and made
integral parts hereof.

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 5.1. AXA Philippines respectfully repleads herein all the foregoing

paragraphs by reference.

5.2. By reason of her unjust failure and/or refusal to comply with her

obligations under the LPA and return the motor vehicle, AXA Philippines was

constrained to engage the services of counsel for a fee and incur expenses of

litigation and other costs of suit to protect the its rights and interests.

5.3. Defendant should, thus, be ordered to pay AXA Philippines

attorney’s fees as well as direct and incidental expenses and costs of the suit

in the amount of not less than FIVE HUNDRED THOUSAND PESOS (PhP

500,000.00).

PRAYER

WHEREFORE, it is respectfully prayed that:

1. Immediately upon the filing of this Complaint, and

considering the Affidavit in Support of the Application for the Writ of Replevin

(attached as Annex “H”, herein) and AXA Philippines’ submission of the

Replevin Bond (appended to the said Affidavit as Annex “H-1”) in the amount

of P2,400,000.00 which is double the value of the subject motor vehicle, an

Order of Replevin and the corresponding Writ of Replevin be issued to be

served on any day of the week, against Defendant AVELINA G. DE JESUS for

the delivery and return of the motor vehicle described in paragraphs 2.6 and

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3.9 herein, and in the Affidavit in Support of the Application for the Writ of

Replevin.

2. A “break open” order be issued, which may be served on

any day of the week, against Defendant authorizing the sheriff and/or his

deputies to enter or to use such reasonable force, after declaring their lawful

intention, to proceed in the service of the writ of replevin.

3. After trial, judgment be rendered as follows:

a. Under the First Cause of Action, making the writ of replevin

permanent. If not issued or issued but lifted, ordering the

return to AXA Philippines of the motor vehicle;

b. Under the Second Cause of Action, ordering Defendant to

pay AXA Philippines exemplary damages in the sum of

not less than FIVE HUNDRED THOUSAND PESOS

(P500,000.00); and

c. Under the Third Cause of Action, ordering Defendant to pay

AXA Philippines attorney’s fees and direct and incidental

expenses of litigation in the amount of not less than FIVE

HUNDRED THOUSAND PESOS (P500,000.00).

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 AXA Philippines likewise prays for such further or other relief as may

be deemed just and equitable.

Makati City, __ September 2007.

ANGARA ABELLO CONCEPCION REGALA & CRUZ

Counsel for PHILIPPINE AXA LIFE INSURANCE CORPORATION
ACCRA Building, 122 Gamboa Street
Legaspi Village, 0770 Makati City
Telephone No. (632) 830-8000
Facsimile Nos. (632) 816-0119/812-4897

By:

EMERICO O. DE GUZMAN
PTR No. 0337763; 25 Jan. 2007; Makati
IBP No. 695867; 28 Dec. 2006; Makati
Roll No. 32410
MCLE Compliance No. II-0002570

NEPTALI B. SALVANERA
PTR No. 0337799; 01/25/07; Makati
IBP No. 695892; 12/28/06; Cagayan
Roll No. 45086
MCLE Compliance No. II-0002690

ANTONIO EDUARDO S. NACHURA, JR.

PTR No. 0337828; 01/25/07; Makati
IBP No. 695927; 12/28/06; Makati
Roll No. 52683
MCLE Compliance No. II-0003180

Verification and Certification Against Forum Shopping follows…

/conversion/tmp/scratch/448410601.doc

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