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Court stops Romero from retaking control of HCPTI

The Court of Appeals has stopped the bid of 1-Pacman Party-list Rep. Michael “Mikee” Romero to regain control of the Harbour Centre Port Terminal Inc. after it affirmed the validity of the writ of preliminary injunction issued by the Quezon City Regional Trial Court enjoining him from exercising control and management of HCPTI pending resolution of the dispute over the majority ownership of the company.

In a 24-page decision penned by Associate Justice Socorro B. Inting, the CA’s Special Twelfth Division dismissed for “devoid of merit” the petition of Romero and instead upheld the Jan. 5, 2017 and June 6, 2017 orders issued by Judge Edgar Dalmacio Santos of Quezon City RTC, Branch 222, granting the writ of preliminary injunction sought by his father, Reghis Romero II, R-II Builders Inc. and R-II Holdings Inc. who accused his son of allegedly fabricating and forging corporate documents to gain majority ownership of the HCPTI.

The writ of preliminary injunction issued by the lower court on January 5, 2017 and affirmed on June 6, 2017 prohibits the party-list lawmaker’s camp from representing themselves as stockholders of HCPTI; exercising any rights as the board and/order stockholders of HCPTI; representing themselves as the duly authorized representatives with the requisite capacity to act for and on behalf of HCPTI, including any sale, transfer, encumber or any disposition of its assets and shares; and representing themselves as acting for and on behalf of HCPTI as shareholder or members of the board of Manila North Harbour Port Inc.

This prompted the young Romero to file a petition before the Court of Appeals seeking to nullify the halt orders of Quezon City RTC barring him from taking control of the HCPTI pending resolution of the complaint for declaration of nullity of alleged spurious two deeds of assignment that supposedly transferring his father’s 285,495,652 common shares of R-II Builders, as well as R-II Holdings 403,799,000 common shares, in HCPTI in favor of the party-list solon.

“The instant petition for certiorari is dismissed. Accordingly, the Orders dated January 5, 2017 and June 6, 2017 issued by the Regional Trial Court of Quezon City, Branch 222 are hereby affirmed,” the CA ruling dated February 27, 2018 said.

In ruling against the lawmaker, the CA noted that the assailed order dated January 5, 2017 shows that Judge Santos carefully enumerated and reviewed the evidence presented by both parties during the hearing for the issuance of preliminary injunction.

“This Court cannot agree with petitioner’s assertion that public respondent violated its right to due process when he did not allow them [petitioner Michael Romero and its co-petitioners] to cross examine the private respondents’ witnesses whose Judicial affidavits were already part of the records,” the appellate court said.

The CA pointed out that the petitioner has been given the full opportunity to be heard and to submit its own affidavit and counterveiling evidence. “This alone negates the proposition that it was denied due process. Nevertheless, the petitioner merely submitted the affidavit of Michael Romero, which only contained bare denials. These are not enough to contradict the evidence of the private respondents and they must fail in this regard,” it said.

“It is well to remember that at this point that the issuance of a preliminary injunction does not conclusively determine the merits of the main case or decide controverted facts therein. This is because preliminary injunction is merely an ancillary remedy to preserve the status quo and prevent irreparable harm until the merits of the main case resolving the rights of the parties are heard and decided. Consequently, we uphold the public respondent’s issuance of the writ of preliminary injunction in this case,” the CA declared.

The controversy arose when Reghis Romero, R-II Builders, Inc. and R-II Holdings Inc. filed on April 23, 2015, a complaint for declaration of nullity of deeds of assignment, injunction and other relief with prayer for the issuance of a temporary restraining order against his son Michael and Harbour Centre Port Holdings Inc. before the Quezon City RTC.

Court records showed that the older Romero established R-II Builders and R-II Holdings on Sept. 7, 1988 and Oct. 23, 1996, respectively. Sometime in 2001, HCPTI increased its authorized capital stocks where R-II Holdings subscribed to a total of 403,799,000 common shares. Thereafter or in the latter part of 2002, the Smokey Mountain Asset Pool conveyed 285,495,653 common shares in HCPTI to R-II Builders. Consequently, Reghis Romero became the majority owner of HCPTI, collectively through his shareholdings in his personal capacity, as well as his ownership of shares via R-II Builders and R-II Holdings.

Sometime in 2004, the older Romero appointed his son Michael as president of HCPTI to investigate the suspected anomalies of HCPTI’s former president Vic T. Suaso.

However, in the early part of 2013, the older Romero allegedly discovered numerous fabricated and forged documents as well as spurious recordings in the corporate documents of HCPTI, such as the Deed of Assignment dated March 2, 2011 allegedly signed by Reghis Romero on behalf of R-II Builders and Michael Romero on behalf of HCPTI, transferring 285,495,652 of R-II Builders common shares in HCPTI in favor of his son; and Deed of Assignment dated March 2, 2011 allegedly executed between R-II Holdings through the older Romero and HCPTI, through his son, transferring 403,799,000 common shares of the former in HCPTI in favor of the latter.

The complaint alleged that on account of the fabricated deeds of assignment, the young Romero became the majority owner of HCPTI and his son took advantage of their sham ownership over HCPTI by entering into different transactions to the prejudice of private respondents.

Because of this reason, the older Romero instituted the complaint before the Quezon City court for the declaration of nullity of the two alleged spurious deeds of assignment.

On May 5, 2015, Judge Bernelito Fernandez issued an order denying the motion to dismiss for lack of merit and granted the plaintiff’s prayer for the issuance of a temporary restraining order for being meritorious.

The TRO had restrained the defendants including all persons acting for and in their behalf from performing any and all acts using, directly or indirectly, the subject deeds of assignment of March 2, 2011 for a period of 20 days from receipt of the order.

The younger Romero filed a motion for reconsideration and reiterated his plea for dismissal of the complaint instituted by his father et al, but the court denied it, in an Omnibus Order dated July 3, 2015.

The lawmaker immediately brought the case before the CA through a petition for certiorari. In a decision dated Nov 26, 2015, and resolution dated March 3, 2016, the CA’s Special Fifth Division, nonetheless, denied the petition. Aggrieved, the petitioner appealed to the SC where the case is now pending.

In the meantime, Judge Fernandez issued an order dated May 25, 2015 inhibiting himself from further hearing the case. Hence he case was re-raffled and assigned to Quezon City RTC, Branch 90, presided by Judge Reynaldo B. Daway.

On June 8, 2015, hearing was conducted and Judge Daway directed parties to file memoranda.

On December 22, 2015, Judge Daway denied the plaintiffs application for the issuance of a writ of preliminary injunction and the plaintiffs motion to declare defendants Harbor Centre Port Holdings Inc. in default are denied.

April 15, 2016, Judge Daway inhibited himself form the case, thus, the case was again re-raffled and assigned to Quezon City RTC, Branch 222, presided by Judge Santos.

On July 14, 2016, public respondent issued an order setting aside the Omnibus Order dated December 22, 2015 insofar as the denial of the application for issuance of a writ of preliminary injunction is concerned on the ground that it was issued without a hearing on the merits.

On January 5, 2017 order, Judge Santos granted the issuance of writ of preliminary injunction enjoining the younger Romero from exercising majority ownership and management of HCPTI.

When Judge Santos denied his appeal, the young Romero elevated the case before the Court of Appeals.

Topics: Court of Appeals , 1-Pacman Party-list , Rep. Michael Mikee Romero , Harbour Centre Port Terminal Inc. , Quezon City Regional Trial Court
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