A BATAAN COURT has dealt a major blow to the efforts of disgruntled stockholder Scott N. Sharpe to access the millions of pesos in the depository banks of Subic Bay Marine & Exploratorium, Inc. (SBMEI), operator of Ocean Adventure and Camayan Resort here in Subic Bay.
“The Urgent Omnibus Motion for: (1) Issuance of a Temporary Restraining Order; and (2) Writ of Preliminary Attachment are hereby DENIED,” said Judge Antonio Ray A. Ortiguera, presiding Judge of Regional Trial Court (RTC) of Bataan Branch 2, in rejecting the petition of the group of Sharpe.
“This is a victory not only for the real President & CEO Mr. Arthur D. Tai,” said Grace Espinosa, displaced manager of the SBMEI Human Resources Department (HRD), “it is also a victory for the some 300 employees who were displaced when the occupiers led by Sharpe forcibly took over SBMEI even without a court order or legal basis in February 2017.”
Presenting themselves as SBMEI, Sharpe alleged that he is chairman, president & chief executive officer (CEO), Gail Laule as treasurer and a certain Alfredo Alex S. Cruz as secretary, and asked the court in Civil Case no. 10643 to issue a Temporary Restraining Order (TRO) and Writ of Preliminary Attachment against the group of Tai.
Tai has not been able to function since Sharpe led a group of armed men in the forcible takeover of the theme park and resort, while he (Tai) was out of the country. Some 300 or so employees, around half of the workforce of Ocean Adventure and Camayan Resort who remain loyal to Tai, have been displaced, served with notices of either suspension or termination.
Sharpe alleges that they have constituted a new SBMEI board of directors and officers but Tai, Dr. Robert Braun, Loida Candaliza and Danilo Teria continue to represent themselves as officers of SBMEI.
The Board, led by Dr. Braun, has issued a declaration on April 7, 2017 giving full support to, and recognition of, Tai as the lawful and real President & CEO of SBMEI, and at the same time slamming Sharpe for his “illegal” occupation of Ocean Adventure and Camayan Resort.
According to Court records, a General Information Sheet (GIS) has been filed on February 20, 2017 with the Security & Exchange Commission (SEC) stating that the members of the Board of Directors of SBMEI are Braun, as Chairman, with Tai, Darlene Goff and Susan Walker as Board members. Candaliza is Corporate Secretary, while Teria is Treasurer.
Candaliza, based on the SEC GIS, allegedly claims that “only she and the other defendants can transact on behalf of SBMEI” with the company’s depository banks, prompting the banks to freeze the accounts, thus, the prayer for a TRO against Tai & company “to enjoin them from interfering and intruding into the business affairs” of Sharpe’s group.
Cruz of Sharpe’s group, “testified that the depository banks have refused any withdrawals…” depriving the group of “its right to manage its business through its validly chosen representatives, forced to apply for Corporate Rehabilitation and its transactions with government agencies will be hampered.’
Court records show that Candaliza “testified in her defense that she was appointed as Corporate Secretary” on November 9, 2016 but has been “designated by the Board of Directors of SBMEI as Acting Corporate Secretary since June 3, 2016.”
She also said “she caused the preparation and signed the GIS on November 28, 2016 and had the same filed with the SEC on December 1, 2016. An amended GIS was filed on February 22, 2017. She also testified that the Voting Trust Agreements (VTA) in favor of defendant Tai is the subject of a pending case before the Regional Trial Court of Olongapo City.
The Court reiterated “its finding that the nature of the controversy is intra-corporate.”
Acting on Sharpe & company’s application for a temporary restraining order, the Court limited itself to determine whether or not “great or irreparable injury would result to the applicant” before the matter of the preliminary injunction can be heard.
The Court found the arguments for the issuance of a TRO insufficient.
On the issuance of a writ of preliminary attachment of the shares of stocks of Tai and Braun to cover the payment of Attorney’s fees, Judge Ortiguera said in his Order “that plaintiff has not presented any valid ground for the issuance of the writ.”
“Despite the long and tedious process, we still believe the justice system will eventually favor us,” Espinosa said, “being on the right side, we have no qualms that Mr. Tai and his hundreds of employees, will obtain justice. Eventually we will be back,” she added, “we have needs and we have families, too.”
The employees have also filed ongoing cases against Sharpe in the Department of Labor & Employment (DOLE) National Labor Relations Commission (NLRC).
Meanwhile, the Subic Bay Metropolitan Authority (SBMA) is being criticised for its “inability to protect its locators from illegal moves by third parties.”
“It is an intra-corporate dispute but while ongoing, SBMA should continue to recognise the party which is legally on paper – the group of Mr. Tai,” said SBMEI Investor Relations Officer Wayne W. DeCamp III.
SBMA Administrator Wilma T. Eisma has said she intends to mediate between the contending parties and threatened to file an “interpleader” before the proper court to determine who has the right to remain and operate the SBMEI, its theme park and resort. #