The Harbour Centre Port Terminal Inc. (HCPTI) is considering the possibility of rescinding the P2-billion sale of its land property to Port Capital SEA.
The One Source Port Services Inc. of 1-Pacman party-list Representative Michael “Mikee” Romero revealed this plan as it is set to take over the control and management of the port facility from the R-II Builders of his father Reghis Romero II.
One Source lawyer Ronaldo Caringal said the "secret deal" forged by R-II Builders and Port Capital Sea was void ab initio as the former did not have legal right to represent HCPTI.
"We are studying our legal options, including the filing of case in court to question the validity of the contract and or to simply rescind the contract upon One Source's take over of Harbour Centre," he said.
Caringal added that sale of the land occupied by HCPTI to Port Capital SEA was invalid simply because it was hinged on the misrepresentation by R-II group of ownership of the port facility.
The lawyer cited the final ruling of the Court of Appeals (CA) upholding One Source's ownership of HCPTI, which the R-II Builders has earlier claimed.
Apart from being void, the lawyer from the Santos and Maranan Law Offices added that the deal was "anti-competition" and disadvantageous to HCPTI.
Reports showed Port Capital SEA -- which has a paid-in capital of only PHP6.25 million -- paid PHP1.75 billion and assumed HCPTI’s loan obligations (secured by a mortgage trust indenture between the seller and Asia United Bank trust and investments group) amounting to PHP257 million.
Under the leaseback portion of the agreement, HCPTI will pay rent to Port Capital SEA for a period of 10 years at a monthly rate of PHP12 million (PHP144 million a year with an annual escalation rate of 5 percent), according to the report.
The deal gives Port Capital SEA the right to own all of the permanent improvements on the property upon expiration of the agreement, without an obligation to pay additional consideration to HCPTI.
Instead, Caringal said the legitimate contract was the One Source's deal with Ramon S. Ang-owned San Miguel Corp. (SMC) for the sale of the Manila North Harbor Port Inc. (MNHPI) joint venture, which came about as a result of their legal victory on the ownership dispute on HCPTI.
The MNHPI is a joint venture between Petron Corp., the oil subsidiary of SMC, and Harbour Centre Port Holdings Inc. of the Romero family for expansion and development of the 56-hectare North Harbor facility.
Last year, the CA has already declared with finality One Source as rightful owner of HCPTI as it upheld the two deeds of assignment, which the group of the elder Romero executed in 2010 to transfer the ownership of the HCPTI to the Harbour Centre Port Holdings Inc. (HCPHI) owned by the son.
Apart from the two deeds of assignment, the CA has likewise affirmed the validity of Port Ancillary Services Contract in 2007 and Port Services Management Contract in 2014, which One Source forged with HCPTI but were unilaterally voided without valid basis by Romero.