CA junks complaint vs Philcomsat over Alabang land deal

The Court of Appeals (CA) has dismissed a complaint against sequestered firm Philippine Communications Satellite Corp. (Philcomsat) and its subsidiary Philcomsat Holdings Corp. (PHC) over a land deal with a private company.

The CA’s First Division threw out a petition filed by Philcomsat minority shareholders led by Victor Africa against Philcomsat director and PHC president Manuel Nieto Jr. over a memorandum of agreement (MOA) with Ansear Realty and Development Corp. (Ansear).

The MOA signed in August 2000 involves Philcomsat’s acquisition of 12 parcels of land along Investment Drive in Alabang, Muntinlupa City totaling 65,737 square meters for P755.97 million at P11,500 per square meter.

The MOA allowed Philcomsat to acquire the property through a possible merger with Ansear. However, if the merger does not push through, the MOA shall be in the form of a loan extended to Ansear president Antonio Araneta to be secured via a deed of real estate mortgage executed by Ansear.

Philcomsat extended a P390-million loan to Araneta with an initial disbursement of P265 million while PHC shelled another loan for the balance. The loan was for settling the existing liabilities of Ansear for the Alabang property.

For his part, Araneta issued an interest-bearing promissory note as well as a deed of real estate mortgage in favor of Philcomsat for five parcels of the Alabang property as additional security.

The Africa group had questioned the deal, saying it was not duly ratified by the company’s board and stockholders.

Africa and a group of minority shareholders had formed their own rump board at Philcomsat and refused to recognize the original board of directors led by the Presidential Commission on Good Government (PCGG).

The Africa group had first filed a complaint against Nieto and Philcomsat’s majority shareholders in 2002 before the Metropolitan Trial Court of Makati City over the land deal which was dismissed for lack of merit. A subsequent motion for reconsideration was likewise dismissed.

The Africa group then sought the reversal of the MTC decision of the Makati Regional Trial Court but the petition was also dismissed for lack of merit.

The minority group elevated the case to the CA in 2005 where it was likewise dismissed for lack of merit. A motion for reconsideration was junked in 2006.