Oscar v. Lazo vs. Luisito B. Padilla, et al.

[SEC-SICD * CASE NO. 3125. May 3, 1988.] OSCAR V. LAZO , plaintiff, vs . LUISITO B. PADILLA, ET AL. , defendants . D E C I S I O N Parties, through counsel submitted last August 27, 1987 their Joint Motion To Dismiss Instant Case with the Attached Memorandum of Agreement, the contents of which are as follows: "MEMORANDUM OF AGREEMENT KNOW ALL MEN BY THESE PRESENTS: This Agreement entered into by and between: OSCAR V. LAZO, of legal age, Filipino, married, a resident of 21 Annapolis Street, Cubao, Quezon City, Philippines, called the FIRST PARTY; LUISITO B. PADILLA, of legal age, Filipino, married and a resident of 27 Philam Avenue, Las Pias, Metro Manila, Philippines, called the SECOND PARTY; WITNESSETH: 1. WHEREAS, the parties herein, are involved in a case entitled Oscar V. Lazo vs. Luisito B. Padilla and Allan Adelman, docketed as SEC Case No. 3125, filed with the Securities and Exchange Commission on February 10, 1987, wherein the FIRST PARTY is the petitioner while the SECOND PARTY is the respondent along with Allan Adelman; 2. WHEREAS, the said controversy arose out of their relationship in a business venture called Phoenix-Omega Development and Management Corporation, an entity duly registered with the Securities and Exchange Commission with the following financial structure hereinbelow described in its initial incorporation: "Names No. of Shares Amount of Capital Stock Subscribed Luisito Padilla 468,750 P468,750.00 Antonio Licuanan 125,000 125,000.00 Allan Stephan Adelman 375,000 375,000.00 Rafael V. Lazo 31,250 31,250.00 Oscar V. Lazo 250,000 250,000.00 _________ _____________ 1,250,000 P1,250,000.00 and the corporation has the original capital paid up of P593,750.00; 3. WHEREAS, petitioner Oscar V. Lazo, the First Party, is likewise representing herein his brother Rafael V. Lazo, with the total amount subscribed, P31,250.00 equivalent to 31,250 shares of stock, the latter being his nominee; 4. WHEREAS, the Second Party, Luisito Padilla is likewise, representing himself in his personal capacity and co-respondent Allan Adelman; 5. WHEREAS, the First Party and the Second Party are desirous, by mutual covenant, to settle once and for all their conflicts with regard to aforesaid Corporation, each having realized and admitted the futility of undergoing the rigors of trial coupled by the substantial expenses which each may incur, plus the time wasted in the process. Thus the parties herein, likewise parties in said SEC Case No. 3125 have hereby AGREED to settle their differences and to put an end to said litigation, to their mutual satisfaction, and henceforth would jointly pray for the dismissal of said case with prejudice with the Securities and Exchange Commission; NOW, THEREFORE, the FIRST PARTY, in his personal capacity and in representation of Rafael Lazo, for and in consideration of the total sum of TWO HUNDRED THOUSAND PESOS (P200,000.00), Philippine Currency, hereby voluntarily ASSIGN, CONVEY, SELL and TRANSFER, all their shares of stock, interests, participation, claims and privileges, in Phoenix-Omega Development and Management Corporation, in favor of SECOND PARTY and Allan Stephen Adelman under the following terms: 1. That the Second Party shall pay the First Party, the said P200,000.00, Philippine Currency in four (4) equal installments, as follows: a) P50,000.00 upon the signing of this Memorandum of Agreement; b) P50,000.00 on December 21, 1987; c) P50,000.00 on February 21, 1988; d) P50,000.00 on March 21, 1988; 2. That all payments subsequent to the first payment shall be covered by post dated checks issued by Second Party in favor of the First Party; 3. That the First Party and in behalf of Rafael Lazo, likewise warrant ownership of said shares of stock herein conveyed free from all liens and encumbrances and undertake to execute whatever document or instrument to effectuate the assignment of their shares in Phoenix-Omega Development and Management Corporation in favor of First Party and Allan Adelman, or the latter's heirs or assigns; 4. That the Second Party undertakes to comply faithfully with the payments as herein stipulated, otherwise, execution of judgment or order, shall be immediately enforced against him, his heirs or assigns; 5. That the First Party renounces all his claims against Second Party and releases the latter from such liabilities arising out from their intra-corporate relations. IN WITNESS WHEREOF, the parties hereunto set their hands this 24th day of August 1987 at Mandaluyong, Metro Manila. (SGD.) OSCAR V. LAZO (SGD.) LUISITO PADILLA FIRST PARTY SECOND PARTY CONFORME: (SGD.) RAFAEL LAZO SIGNED IN THE PRESENCE OF illegible ______________________ ______________________ ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES) CITY OF MANILA ) S.S. BEFORE ME, This ______ day of __________1987, came and appeared Oscar Lazo, with Res. Cert. No. 1332609G issued at Quezon City on March 20, 1987 and Luisito Padilla, with Res. Cert. No. 1895857F issued at Pasay City on 2-6-87, both known to me to be the same persons who executed the foregoing instrument and acknowledged to me the same as their free act and Deed. WITNESS MY HAND AND SEAL on the date and at the City of Manila first above written. Doc. No. 277 (SGD.) ATTY. BENJAMIN A. ALBA Page No. 57 Notary Public Book No. LXXIV Until December 31, 1987 Series of 1987 PTR NO. 050200 MANILA - JAN. 20, 1987 TAN - 1070-548-7 WHEREFORE, finding said Compromise Agreement embodied in the Memorandum of Agreement not being contrary to law, morals and public policy JUDGMENT is hereby rendered in accordance therewith, and the parties are hereby enjoined to strictly comply with the provisions thereof. SO ORDERED. (SGD.) ANTERO F.L. VILLAFLOR, JR. Hearing Officer