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All Jurisprudence based

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

In a Deed of Sale of Shares between Alpha Realty, Inc. (Seller) and Beta Capital, Inc. (Buyer), the deed states: “The Purchase Price shall be ₱4,500,000, payable as stipulated in Schedule A.” Schedule A is not attached. A contemporaneous side letter dated 30 April 2024, signed by both parties, states the price and payment terms and is not attached to the deed. Is extrinsic evidence of Schedule A admissible to interpret the clause “The Purchase Price shall be ₱4,500,000, payable as stipulated in Schedule A”? Choose the best answer and briefly explain.

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No. The side letter cannot be used to interpret Schedule A because extrinsic evidence cannot be used to interpret references to unattached schedules. No. Extrinsic evidence is admissible only to repair clerical errors or to supply missing terms if there is a clear clerical mistake, not to interpret ordinary contractual terms. Yes. Extrinsic evidence of Schedule A is admissible to interpret the clause because Rule 130, Part B permits extrinsic evidence to explain ambiguous terms in a writing that references a separate, unattached schedule. Yes, but only if Schedule A was intended to be incorporated by reference into the deed; without such incorporation, extrinsic evidence should be excluded.

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