A Manila court has ruled on who the rightful owner of the disputed Harbour Centre Port Terminal (HCPT) is.
In an 11-page decision dated May 6, 2015, Judge Silvino Pampilo Jr. of the Manila Regional Trial Court Branch 26 said the court “recognizes the authority of the movant’s board of directors to which Michael L. Romero belongs, and their authority to act for and in behalf of HCPT Incorporated…”.
The court clarified the ownership issue, citing the “first Deed of Assignment transferred and conveyed to HCPHI the 286, 495, 652 shares of RII Builders which shares represent 28.21 percent of the total issued and outstanding capital stock in HCPTI.”
“The second Deed of Assignment on the other hand transferred and conveyed again to HCPHI the 403,799,000 shares of RII Holdings, representing 39.90 percent of the total issued and outstanding capital stock in HCPTI or for a total of 68.11 percent corporate shareholding out of the total issued and outstanding capital stock in HCPTI,” it said.
Pampilo said corresponding taxes were even paid on the said transfers as evidenced by the Certificates Authorizing Registration and Tax Clearance Certificates Issued by the Bureau of Internal Revenue, in relation to the transfer between RII Holdings and HCPHI, and the transfer between RII Builders and HCPHI.
“Notably, plaintiff did not bother to refute movant’s allegations and arguments regarding the 68.11 percent ownership of HCPTI in HCPTI,” the court noted.
Pampilo said “these two Deeds of Assignment to date, remain valid and effective, as the same were not questioned, controverted, much less nullified in a court of law.”
The ruling stressed, “In fact, they were all duly reflected in the general information sheet of HCPTI from 2011 up to 2014. Let it be noted further that they were duly notarized such that any doubt as to [their]due execution and authenticity is dispelled.”
The case stemmed from a complaint filed by Alethea Arellano on March 5, 2015, against Romero and other individuals including Microtech Capital Inc., in behalf of the HCPTI. Arellano claimed that HCTPI is seeking to recover the possession of 15 motor vehicles, registered under HCTPI that were lent to the defendants by virtue of the their employment with HCPTI.
The decision followed a motion filed by the younger Romero and other incumbent officials of the HCPTI asking the court to withdraw a complaint filed by Arellano, who represented herself as assistant manager for Port Facility maintenance of HCPTI, because it was filed without authority from the complaining corporation, HCPTI.
As for the argument that Romero and the board of directors of HCPTI cannot move for the withdrawal of the complaint because of lack of authority based on the injunction issued by the CA, the court said that it does not agree.
According to the court, while it is true that the writ of preliminary injunction includes Romero, his inclusion, however, only covers connection with another company–One Source Port Service Inc.–not with HCTPI.
Further, the assignments of the 68.11 percent shareholdings in HCPTI in favor of HCPHI were also reflected in other documents specifically the Certifications dated April 11, 2013 executed by Jerome Canlas for KPMG Manabat Sanagustin and Co, and the 2011 Audited Financial Statements of RII Builders and RII Holdings.
In both certifications, Canlas categorically stated that HCPHI had a total of 689,294,652 shareholdings in HCPTI for the year 2011 and 2012.
Also, in the Independent Auditor’s Report dated March 28, 2012 prepared by Corazon Ladiza with respect to the 2010 and 2011 financial statements of RII Holdings Inc., page 11 thereof unequivocally states that the company owns 51.67 percent interest in RII Builders Inc and 40 percent interest of HCPTI in 2010 but in 2011, the corporation RII Holdings transfer 100 percent of its interest to HCPI in favor of Harbout Centre Port Holdings Inc.
In an Auditor’s Report prepared by Ladiza for RII Builders Inc., covering its financial standing for the year 2011, page 17 clearly states that “investments to HCPTI were disposed [of]based on [their]present and fair market value.”
The certifications, together with the Independent Auditor’s Report mentioned above, refer to the March 2, 2011 Deeds of Assignment executed by RII Buiders and RII Holdings Inc. in favor of HCPHI, assigning, transferring and conveying to the latter the 28.21 percent and 39.90 percent shareholdings in HCPTI for for a total of 68.11 percent shares. The Deeds of Assignment involving 68.11 percent shares clearly vested ownership in HCPHI, which controls majority of the outstanding capita stocks in HCPTI
“After a careful and painstaking evaluation of the evidence submitted by both groups [Romero and Arellano], the court hereby grants the motion and dismisses the complaint,” the court order read. The court further stated that Arellano does not have the authority to represent HCPTI to file a case.
Aside from granting the motion to withdraw complaint, the court also ordered the permanent cancellation of the writ of replevin that it issued earlier and denied the motion to expunge the entry of appearance.