Galang v. Camaganakan, Jr.

[SEC-SICD * CASE NO. 01-94-4697. May 16, 1995.] JACINTO GALANG, ET AL. , petitioners , vs . LAMBERTO CAMAGANAKAN, JR. , respondent . JUDGMENT BY COMPROMISE The parties in the above-entitled case, assisted by their respective counsel, submitted a Joint Motion For Approval of Compromise Agreement to wit: Petitioners Jacinto Galang, Gregoria Galang and Marissa Galang (the GALANGS) and respondent Lamberto Camaganakan, Jr. (the CAMAGANAKANS), assisted by their respective undersigned counsel, respectfully submit the following Compromise Agreement: 1. The GALANGS have agreed to sell and assign, in favor of the CAMAGANAKANS, all their rights, interest, shares and participation in CGP TRANSPORTATION AND SERVICES CORPORATION (CGP), and all its business and assets, for a total consideration of TWENTY TWO MILLION (P22,000,000.00) PESOS, Philippine Currency. LLpr 2. The above-agreed consideration shall be paid by the CAMAGANAKANS to the GALANGS in accordance with the following schedule of payments: a. Upon the signing of this Compromise Agreement SEVEN MILLION (P7,000,000.00) PESOS as initial or down payment; b. On or before ninety (90) days after the initial or down payment THREE MILLION (P3,000,000.00) PESOS as second payment; c. On or before ninety (90) days after the second payment THREE MILLION (3,000,000.00) PESOS as third payment; d. The balance of NINE MILLION (9,000,000.00) PESOS, shall be payable in sixty (60) equal monthly installments, with interest computed at twelve (12%) percent per annum, the first installment to begin thirty (30) days from the third payment, and all installments to be covered by postdated checks, in the amount of P240,000.00 per month. 3. Without any need of demand, the CAMAGANAKANS bind themselves to deliver to the GALANGS who shall retain and have possession of all the certificates of stock issued by CGP for the 5,000 shares acquired by the CAMAGANAKANS by virtue of this Agreement. As each payment is made by the CAMAGANAKANS by virtue of this agreement, the GALANGS shall deliver to the CAMAGANAKANS the certificates of stock representing specified number of shares as follows: UPON RECEIPT OF THE GALANGS TO DELIVER STOCK CERTIFICATES Down Payment (Item 2-a) 1,600 shares Second Payment (Item 2-b) 700 shares Third Payment (Item 2-c) 700 shares Every Twelve (12) amortizations (total of 400 shares (total of 60 amortizations) 2,000 shares) 4. Within fifteen (15) days after the signing of the Compromise Agreement the GALANGS; shall execute, simultaneously with the delivery by the CAMAGANAKANS of the certificates of stock referred to in the immediately preceding paragraph, the necessary Deed/s of Assignment for the transfer of all their shares of stock in CGP in favor of the CAMAGANAKANS of their nominee/s. 5. Likewise, the CAMAGANAKANS undertake to convene the new stockholders and board of directors in a special meeting called specifically to ratify the abovestated obligation acknowledging the said transfer and sale of the GALANG shares in favor of the CAMAGANAKANS which shall be reduced in a board resolution attested to by the new corporate secretary. 6. This Compromise Agreement cancels, nullifies and supersedes all previous agreements executed between the parties, particularly the handwritten agreement dated 8 October 1992 and the Memorandum of Agreement dated 8 November 1993. prcd 7. Effective upon the signing of this Compromise Agreement, the GALANGS hereby allow the CAMAGANAKANS to exercise all acts of ownership on the shares they have relinquished and desist thereafter from participation in the management, operation, business and earnings of CGP or any of its properties or assets. 8. By virtue of this Compromise Agreement, the GALANGS and CAMAGANAKANS renounce and waive their respective claims and counterclaims as well as all causes of action against each other in respect to the ownership, management, operations, business and earnings of CGP. 9. Should the CAMAGANAKANS default in the payment of the second and/or third payments, or fail to subsequently pay any two (2) successive monthly installments, then the entire unpaid consideration become due and demandable and the GALANGS shall be entitled to the issuance of a writ of execution for such unpaid consideration, where the assets and properties of CGP are answerable and said writ of execution may be enforced against them. 10. Should the GALANGS fail to comply with any of their undertakings set forth in this Compromise Agreement, the CAMAGANAKANS shall be entitled to a writ of execution to enforce compliance. 11. Jacinto Galang and Lamberto Camaganakan warrant that they have been each authorized by the members of their respective families to execute and sign this Compromise Agreement and the Deed/s of Assignment referred to in par. 4 of this Compromise Agreement. It appearing that the said Compromise Agreement is not contrary to law, morals, and public policy, the same is hereby APPROVED and judgment is hereby rendered in accordance therewith. The parties are hereby enjoined to comply strictly with the terms and conditions of the Compromise Agreement. SO ORDERED. (SGD.) ENRIQUE L. FLORES Hearing Officer