Inocencio A. Crisostomo, et al. vs. M.S.K. Oggel, et al.

[SEC-SICD * CASE NO. 3752. July 2, 1990.] INOCENCIO A. CRISOSTOMO, ET AL. , petitioners , vs . M.S.K. OGGEL, ET AL. , respondents . D E C I S I O N In the case at bar, the contending parties after several conferences with the assistance of their respective counsel, have mutually and amicably settled their differences with the submission of their signed compromise agreement and their joint motion for the approval of the same by this Commission. Parties prayed that their compromise covenant as offered be approved and judgment be rendered thereto, the terms and conditions of which read as follows, to wit: WHEREAS, the VENDORS are the absolute and registered owners of ONE THOUSAND FIVE HUNDRED (1,500) fully paid SHARES (hereinafter referred to as the "SHARES") of TEAMSHIP MANAGEMENT, INC. ("TEAMSHIP" for brevity); WHEREAS, the VENDORS have offered to sell all their rights, interests and participation in the above-mentioned SHARES, and the VENDEES have agreed to buy the SHARES under the terms and conditions hereinafter set forth; NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual undertakings and covenants herein contained, the parties have agreed as they hereby agree as follows: SECTION 1. Sale . The VENDORS hereby sell, transfer, assign and convey the SHARES to the VENDEES, and the VENDEES hereby buy, acquire and accept all of the rights, title and interest of the VENDORS over said SHARES, free from any and all liens and encumbrances. SECTION 2. Purchase Price . The VENDEES shall pay the VENDORS the amount of FOUR MILLION PESOS (P4,000,000.00), Philippine currency, (hereinafter referred to as the "PURCHASE PRICE") to be paid in the manner prescribed herein below: a. The amount of TWO MILLION PESOS (P2,000,000.00) shall be paid upon signing of this agreement; and b. The balance of the PURCHASE PRICE in the amount of TWO MILLION PESOS (P2,000,000.00) shall be payable upon complete turn over of the documents and records of TEAMSHIP in the possession and control of the VENDORS, such as but not limited to the 201 files of crew members, crew contracts and other related office files, including one (1) unit Toyota Cressida 1982 model belonging to TEAMSHIP. prLL SECTION 3. Representations and Warranties . The parties hereby represent and warrant that: a. The SHARES are validly issued, fully paid and non-assessable, and that all prior actions and transactions done and consummated by the officers and directors of TEAMSHIP are authorized, legal and above board. Further, upon full payment of the PURCHASE PRICE, the VENDORS hereby waive, quitclaim and renounce any and all rights, title, interest, and any and all causes of action of whatever kind and nature, known or unknown, which they may now or hereafter have against TEAMSHIP, its stockholders, directors, officers, and the VENDEES; b. This agreement constitutes a valid and legally binding obligation of the VENDORS enforceable in accordance with its terms; c. The VENDORS are the absolute owners of the SHARES, which are free and clear of all liens, charges, claims, restrictions and encumbrances, and have the full right, power and authority to sell, transfer and deliver the SHARES to the VENDEES who shall acquire the same free and clear of all liens, charges, claims, restrictions and encumbrances, and disputes, violations of law and breach of contract; and for this purpose, the VENDORS shall hold the VENDEES free and harmless from any suit, action or proceeding involving the SHARES; d. As further consideration of this sale, the VENDORS hereby undertake, for a period of one and a half (1 1/2) years from and after date of execution hereof, not to accept and enter into any contract with any of the clients, principals and shipowners of TEAMSHIP; Provided , however, that the VENDEES hereby interpose no objection if the following clients wish to transfer to the VENDORS namely: Klaus Heinrich (SAL, Germany), Louis Ormestad a/s and Sea Truck Shipping of Norway; e. Likewise, it is also a consideration of this sale, that the VENDORS hereby undertake that they will not recruit or employ the services of the existing crewmembers of TEAMSHIP whose contracts have not yet expired as of date hereof; f. Simultaneously upon signing hereof, the VENDORS shall issue a letter addressed to all officers and crew members deployed by TEAMSHIP, notifying them that they have sold all their shareholdings in TEAMSHIP, revoking all previous circulars and "panawagans", and directing such officers and crew members to strictly follow and observe all orders and instructions coming from TEAMSHIP, its duly authorized officers, crew superintendents, as well as its principals and shipowners; g. Each party hereby undertakes to desist from performing, directly or indirectly, any and all acts directed against the personal security and well-being of the other party, and likewise to desist from instituting any and all sorts of cases with any court or government agency, Should there be any pending case or complaint against any party, including TEAMSHIP, the party concerned hereby undertakes to move for or cause its immediate dismissal with prejudice, including SEC Case No. 3752; and h. Simultaneously upon execution hereof, the VENDORS shall turn over and deliver unto the VENDEES any and all licenses, permits, approvals and/or authorizations they may have obtained for TEAMSHIP during their term as Managing Director and Corporate Secretary of TEAMSHIP, and the VENDORS hereby declare that all such licenses, permits, approval and/or authorizations were obtained for the benefit of and held in trust for TEAMSHIP. SECTION 4. Fees, Taxes and Expenses . Expenses for the registration and transfer of the SHARES, such as documentary stamps, notarial fees, and other expenses shall be for the sole account of the VENDORS. The capital gains tax shall also be for the sole account of the VENDORS. Upon full payment of the PURCHASE PRICE, the VENDORS shall deliver or cause to be delivered the capital gains tax return covering the sale of the SHARES, as required by Revenue Regulations No. 2-82 , duly stamped received by the Bureau of Internal Revenue (BIR), proof of payment of capital gains tax, and the BIR Clearance authorizing registration of the transfer. The VENDORS shall promptly pay the tax due, and shall reimburse the VENDEES against all liabilities and claims arising therefrom. llcd SECTION 5. Miscellaneous Provisions . a. Effectivity . This agreement shall be effective and binding as of the date hereof; b. Venue . All suits, actions or proceedings arising out of or in connection with this contract shall be instituted in the proper courts in Manila, or the Securities and Exchange Commission, as the case may be, all other venues being hereby expressly waived by the parties; and c. Liquidated Damages . In the event of breach of any of the terms or conditions hereinabove set forth or failure by either obligations and undertakings, the aggrieved party shall be entitled to claim for liquidated damages in the amount of FIVE MILLION FIVE HUNDRED THOUSAND PESOS (P5,500,000.00), and attorney's fees equivalent to twenty-five (25%) percent of the amount due. prLL IN WITNESS WHEREOF, the parties hereto have signed this instrument on the date and place written above. (SIGNED) (SIGNED) INOCENCIO A. CRISOSTOMO EDITH A. CRISOSTOMO (Vendor) (Vendor) (SIGNED) MARGARITA MILLAN VILLARANTE (Vendees) In her personal capacity and as representative of the Filipino Group in TEAMSHIP. ACCORDINGLY, finding the compromise agreement of the parties to be in order, not in contravention of law, morals and public policy, the same is hereby APPROVED and judgment is hereby rendered in accordance therewith. Parties are hereby enjoined to faithfully comply with the stipulations found therein. SO ORDERED. (SGD.) ANTONIO M. ESTEVES Hearing Officer (SGD.) DEOGENES N. AGELLON (SGD.) YSOBEL YASAY-MURILLO Hearing Officer Hearing Officer