Courts clash over port terminal dispute case
Two lower courts are clashing over who should have rights in the control of the disputed Harbour Centre Port Terminal Inc. (HCPHI), a port terminal facility in Manila.
The Manila Regional Trial Branch 26, in an 11-page decision has effectively restored the rights of Harbour Centre Port Holdings, Inc. (HCPHI) president Michael Romero to exercise control over HCPTI.
The Manila court’s ruling clashes with that of the restraining order issued by the Quezon City RTC last May 5 that ruled in favor of Romero’s father, Reghis Romero.
The QC court ruled that the elder Romero and his companies are “the lawful owners of shares of stocks in Harbour Terminal, that defendants actions based on the assailed deeds of assigment may caused injury to plaintiffs as lawful owners of the sharesof stock of the corporations involved; and that the subsequent acts of defendants based on such deeds will unduly cause injury to and will violate plaintiffs’ rights to said shares of stocks, if indeed existing.”
The elder Romero has been insisting that his two companies R-II Builders, Inc. and R-II Holdings, Inc. remain the majority stockholders of Harbour Centre, contrary to his son’s claim.
In his complaint filed through lawyer Santiago Gabionza Jr., Romero accused his son and his accomplices of using fabricated deeds of assignment and “made it appear that R-II Builders, Inc. and R-II Holdings, Inc. have relinquished their majority shareholdings and resultant control of HCPTI.”
But the Manila court ruled that the young Romero’s HCPHI remains as the majority stockholder of HCPTI, thus, its board of directors which include the latter, may still exercise authority over the port facility.
The Manila RTC held that the writ of preliminary injunction issued by the Court of Appeals (CA) on March 19, 2015 cannot be used as ground to prevent Romero from asserting his ownership rights over the facility.
The Manila Court explained that Michael Romero “is enjoined only if he acts as an agent and/or representative of the private respondent in the Court of Appeals case which is one Source Port Services Inc. but not when he acts as a director or officer of HCPTI, as a stockholder thereof, or in behalf of the company per se because this was not covered by the writ.”
“Hence, there is no impediment for him to act in behalf of HCPTI, exercise rights that pertain to him as a director/officer of the company and assert authority in behalf of HCPTI, for as long as he does not do so, for and on behalf, or in representation, of One Source Port Services Inc.,” the Manila RTC ordered.
The Manila RTC noted that the two deeds of assignment executed by R-II Builders owned by his father Reghis Romero II, conveying a total of 68.11 percent ownership to HCPHI in HCPTI “remains valid and effective, as the same were not questioned, controverted much less nullified in a court of law.”
The court further explained that the young Romero has presented evidence proof showing that majority of shareholdings of HCPTI is owned by HCPHI. These evidence include the General Information Sheets of HCPTI for the years 2011, 2012, and 2013. The documentary evidence, according to the court has shown that HCPHI shares is a total of 689,294,652 common shares, representing 68.11 percent of the company.
The 68.11 percent corporate shares of HCPHI in HCPTI originated from the two deeds of assignment executed by R-II Builders Inc. and R-II Holdings, Inc, both represented by the elder Romero in favor of HCPHI.
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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.
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 a certain Althea Arellano, who represented herself as assistant manager for Port Facility maintenance of HCPTI, because it was filed without authority from the complaining corporation, which is HCPTI.
The case stemmed from the complaint filed by 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 which were lent to the defendants by virtue of their employment with 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. DPL
