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Thursday, November 10, 2005
Court scraps case against Oroport
By Lizanilla J. Amarga
THE corporate dispute hounding the exclusive cargo handling firm in Cagayan de Oro City's billionaire port, which also gave rise to various labor controversies involving hundreds of its workers, has been settled recently by a local trial court.
In his decision, Regional Trial Court Branch 18 presiding judge Edgardo Lloren junked the case filed by Oriental Port and Allied Services Corporation (Opascor) against Oroport Cargohandling Services Inc. (Oroport) and nine of its executive officers and stockholders.
Opascor sought to have the court declare null and void an election of the Oroport Board of Directors and raised no less than seven issues to support its contentions.
It also sought damages and other relief with prayer for a temporary restraining order and writ of preliminary injunction.
Lloren said his court has "exerted serious efforts to settle the case amicably but to no avail."
But after considering all issues, Lloren said, "The Court finds the (Opascor's) petition to be wanting of merit and is hereby ordered and is so ordered dismissed."
The judge also ordered Opascor to pay damages in the sum of P400,000 to be appropriated equally among respondents Oroport president Franklin Siao, Ben Johnson Siao, Henry Dy, Melanio Siao, Benjamin Trinidad, Ma. Josephine Trinidad-Roa, corporate secretary Armand Kho and Benjamin Akol.
The complainant were also asked to pay P150,000 as joint lawyer's fees and another P50,000 as lawyer's fees to respondent Kho.
But Opascor legal counsel Antonio Soriano said they would be appealing Lloren's decision to the Court of Appeals-Mindanao.
"That is not yet final," Soriano told Sun.Star Cagayan de Oro Wednesday.
Opascor is owned and controlled by the Mendoza family that has aligned itself with Oroport's Phase II Port Workers Union, an affiliate of Association of Labor Union-Trade Union Congress of the Philippines or PPWU-ALU-TUCP. It has 298 member-workers of the total some 400 Oroport workers.
Seven issues
PPWU-ALU-TUCP has filed a notice of strike against Oroport contending unfair labor practice. It is believed this stemmed from the corporate dispute between stockholders.
In fact, the notice of strike was held in abeyance after a peace accord brokered by Councilor Edgar Cabanlas and signed by ALU-TUCP national president lawyer Democrito Mendoza Sr. and Oroport president, among others.
Meanwhile, Lloren in his decision recounted facts going back as far as 1999 when the port of Cagayan de Oro had two entities operating cargo handling services--Continental Arrastre and Stevedoring Co., Inc. (Casco) and Gold City Integrated Port Service, Inc. (Inport)--and how the two merged and formed Oroport that was integrated last May 2003.
But last July 22 this year, Opascor filed this civil suit against Oroport raising seven issues to have the court declared null and void the election held last January 25.
Lloren made a single resolution for all first four issues that include: (1) whether or not there was lack of quorum in the January 25 election at Dynasty Hotel; (2) whether or not to consider the execution of the shares of stocks belonging to the late Rene Manzano through his third wife Ruby Carol Manzano; (3) whether or not the election of the board of directors was valid; and (4) whether or not the election of Irma Mae Siao as treasurer is valid.
Questioned election
The judge said there was quorum considering the admission of Opascor representatives that they signed the attendance sheet including other stockholders belonging to former Casco group before they walked out.
"Judging from its own admission, the court believes that their refusal to participate ensured from their apprehension that the previous 6:6 ratio between Casco and Inport in the seat of Oroport's Board of Directors would not be the same," he said adding that the signatures in the attendance sheet manifested their intentions to attend the meeting.
Lloren said in contrast to the petition to declare the election as null and void, Opascor representatives manifested their "acquiescence" to the validity of the election by accepting their position as members of the Board of Directors and by drawing their allowances for the year 2005 as directors of the corporation.
Proxy
On the execution of Manzano's stocks, Lloren said this is allowed as a stockowner could validly designate any person, in this case, Franklin Siao as proxy, especially so that no one yet among the alleged three wives of the late Manzano or any of his heirs was appointed by the Court to be the administrator or executor.
The judge said this is also justified considering that this matter involving the better right among wives and heirs was brought to the corporate secretary only after the election.
Regarding the election of spouses Franklin and Irma Mae Siao, as president and treasurer respectively, Lloren holds that this is valid "because both have separate and distinct stockholders in their own respective rights."
He said the spouses had been elected in the previous years as president and treasurer and that records showed that no objections were raised with respect to said election.
On the fifth issue, Lloren said the stockholder's meeting presided by Benjamin Trinidad did not render the election invalid as he was properly authorized to do so.
The judge said Opascor's sixth issue that there is no stopping a Casco stockholder from jumping to Inport or vice versa because any standing agreement not agreed to be incorporated was "no longer binding and operative."
He said this is because these agreements were "temporary in nature prior to the birth of the new corporation--Oroport."
On the last issue, Lloren said Benjamin Akol could still sit as chairman of the board until the expiration of his term as there was no board resolution from Opascor directing the Oroport corporate secretary to cancel the nominal and qualifying share in the name of Akol and that the latter is also a shareholder himself.
(November 10, 2005 issue)
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