Santos v. Jadestar Traders, Inc.

[SEC-SICD * CASE NO. 4136. February 6, 1992.] LOLITA G. SANTOS , complainant , vs . JADESTAR TRADERS INC., ET AL. , respondents . D E C I S I O N Submitted by the parties is a compromise agreement, the terms and conditions of which are quoted hereunder: "1. Solely by way of compromise and without delving on the merits of the case, respondents (JSTI and its officers) shall allow complainant and/or her duly authorized representative to inspect the financial records and accounts of the corporation covering the period April 1990 up to October 16, 1991. Both parties undertake to complete the audit of the books of accounts within a period of two (2) weeks from February 6, 1992 or until February 20, 1992. The period hereto mentioned can be extended my mutual agreement of the parties. cdll 2. In the exercise of her visitorial rights as stockholder, complainant LOLITA SANTOS shall be allowed by the respondents to seek the assistance of a Certified Public Accountant in the auditing and/or accounting of the corporate financial records. Any and all information relating thereto shall remain in utmost confidence. No accounting and business records and documents shall be taken out or photocopied without the written consent of respondents. 3. After a conclusion of the examination and auditing, and as a gesture of good faith, petitioner shall advance unto the respondent the commission due to the corporation from its client KINGWEI CO., LTD., in accordance with the following terms and conditions: a. The commission due to JSTI from its client KINGWEI FIBER CO., LTD. amounts to THIRTEEN THOUSAND THIRTY FOUR US DOLLARS (US$13,034.00) and which shall form part of the gross receipts of JSTI; b. Complainant agrees to pay in advance the said commission provided that she shall only pay the difference between the commission due less her share arising from the stockholdings she earned consisting of 1/6 of the outstanding capital stock, including retained earnings of JSTI from the period covering April 1990 up to October 16, 1991, which amount shall be determined after the final accounting as mentioned above; c. Any amount to be paid shall be in Philippine Currency, at the prevailing Metrobank rate of exchange at the time payment is due under this agreement; d. Payment shall be made within five (5) days from the termination of the accounting, without any need of demand; e. After the settlement of the account, respondent corporation thru its authorized representative shall execute a quitclaim freeing Kingwei Fiber Co., LTD. and/or its representative Samuel Chang from any and all liability relating to his account with the corporation; f. Complainant shall execute a Waiver and Quitclaim and Deed of Assignment of her outstanding shares in JSTI in favor of the respondents. 4. This compromise agreement shall have the force and effect of a final judgment and any violation of the terms and conditions thereof shall entitle the innocent party to move for its execution." Finding the aforestated compromise agreement to be not contrary to law, morals, good customs, public order or public policy, the same is APPROVED and DECISION is hereby rendered in accordance therewith. Parties are hereby enjoined to faithfully comply with the terms and conditions of the said Compromise Agreement from hereon. LLjur SO ORDERED. (SGD.) ELPIDIO S. SALGADO Hearing Officer