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All Jurisprudence based

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

Under Rule 130, Part B of the Rules of Court, in a Deed of Sale of Shares between Orion Holdings, Inc. (Seller) and Meridian Capital, Inc. (Buyer), the deed provides: 'The Purchase Price shall be ₱8,000,000, payable as stipulated in Schedule R.' Schedule R is not attached to the deed. A contemporaneous side letter dated 14 January 2024, signed by both parties, states the price and payment terms and is not attached to the deed. Is extrinsic evidence of Schedule R admissible to interpret the clause 'The Purchase Price shall be ₱8,000,000, payable as stipulated in Schedule R'?>

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Extrinsic evidence of Schedule R is admissible to interpret the clause, and extrinsic evidence of the contemporaneous side letter is also admissible to interpret. Extrinsic evidence of Schedule R is admissible, but extrinsic evidence of the side letter is inadmissible because it is a separate instrument not attached to the deed. Extrinsic evidence of Schedule R is admissible to interpret; extrinsic evidence of the side letter may be used to augment the contract's terms. Neither Schedule R nor the side letter extrinsic evidence is admissible to interpret the clause.

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