A founder of Negros Grace Pharmacy has filed a case before the Bacolod Regional Trial Court against her two sons and daughters-in-law to halt the sale of NGP and its subsidiaries to Ayala Healthcare Holdings Inc. (AHHI).
Corazon Lo filed SRC Case. No. 19-115 Monday, and it was raffled off to Branch 53 under pairing Judge Eduardo Sayson yesterday.
Named as defendants were Ian Manuel, Ma. Paz, Theodore Manuel and Sheila Lo, NGP, Solomon Drug. Corp., Samuel Drug. Corp., Steveston Drug Corp., Jasminum Corp., the NGP corporate secretary and AHHI.
Corazon, in her complaint, said her sons “Ian and Theodore betrayed and deceived” her as they kept her in the dark about negotiations with AHHI that started several months before October 2018.
They also did not inform her that Ian sold and signed the Share Purchase Agreement with AHHI on Dec. 6, 2018. She only learned about it on Dec. 7, 2018, the same day it was reported in the news, when his lawyer Asia Canieso called her up to inform her about it.
Corazon said that in view of her sons’ refusal to heed her demands and settle the matter amicably, she was taking legal action in order to protect her rights, as she still owns stocks in the firm.
NGP is a stockholder of defendants Solomon, Samuel and Steveston corporations that are subsidiaries of Negros Grace, Corazon’s complaint said.
In her complaint, Corazon also said she is a stockholder of NGP because the deeds of assignment, bills of sale, and deeds of sale of the firm’s stocks in favor of the defendants Ian and Theodore “were all without payment of any consideration, and simulated, hence void”.
Aside from the fact that there was no payment made, there was no delivery of the stock certificates and endorsement by Corazon and her late husband, Manuel Lo, as these were non-issued, the complaint said.
The complaint also said that the capital gains tax and documentary stamps tax for all the assignments and sales of the shares were not paid because they were simulated, so no certificates authorizing registration were issued.
She also alleged that Ian transferred all the shares to his name in Negros Grace to defendant Jasminum Corp., which is now the equity holder of 99.9 percent of NGP.
Canieso, counsel of Ian, in a statement last night said, “The allegation of Mrs. Corazon Lo that she still owns shares of Negros Grace Pharmacy is not accurate. Mrs. Lo has long divested of her shares in NGP and we have documents to confirm that.”
“In fact, in a document which Mrs. Lo executed in 2016, she reiterated and confirmed that she has no more claims, interests, rights and participation in NGP and its allied corporations. Mrs. Lo has also been aware since 2016 of the possibility that NGP might be sold. She has declared several times, including in October 2018, that it is Ian's decision whether to sell NGP as he owns it,” Canieso added.
She said “all these documents and other evidences will be presented and we will leave it up to the court to decide on this matter.”
Theodore could not be reached by the DAILY STAR for comment.
Corazon, in her complaint, said that on Oct. 15, 2018, she was informed by Canieso, that Ian was talking to different groups interested in buying NGP.
The information shocked, deeply hurt and saddened her, and brought her to tears as she does not want the corporations that she founded and worked hard for as a family business to be sold, she said.
In that meeting, Canieso handed her a letter that she did not read or receive because she was distraught, Corazon added in her complaint.
On Nov. 23, 2018, her lawyer asked Ian to furnish her a copy of that letter, she said. On the same day, she also sent a text message to Ian and Theodore to ask them about the news she heard that the Ayala group was looking for a manager to manage a drugstore in Western Visayas that it acquired, she added in her complaint. However, she said her sons did not reply.
She said on Dec. 6, 2018, Ian, through counsel, replied that she had long divested her shares of stocks, interest and rights in the corporations, that there is no privity of contract between them because he acquired his shares from Theodore, and he informed her about his intention to sell Negros Grace, the complaint said.
Their agreement states that should Ian decide to sell the business, it should be with prior consultation with her, she said, stressing that she was not informed that Ian sold and signed the Share Purchase Agreement with Ayala Health on Dec. 6, 2018.
She is asking the court to permanently enjoin the defendants from closing or consummating the sale of the stocks under the Share Purchase Agreement, and for Ian and Theodore to pay P500,000 in attorney’s fees and P300,000 in litigation expenses.
In the meantime, she is asking that a temporary restraining order/writ of preliminary injunction be issued, enjoining the defendants from closing or consummating the sale.
Corazon is also asking the court to declare all deeds of assignment, bills of sale and deed of sales of the stocks of Ian, Ma. Paz, Theodore and Sheila Lo null and void.
The court is being asked to order the corporate secretary of NGP to also cancel the stock certificates in the names of Ian and Jasminum, and in lieu issue stock certificates in the names of Corazon and Manuel Lo.
She also wants an accounting of all funds and properties of NGP, and Solomon, Samuel, Stevenson and Jasminum corporations.*
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