But CA stops PAGCOR, Tiger Resort Asia Limited from impeding, obstructing CA
MANILA — The Court of Appeals has refused to reverse the September 2 reinstatement of the board of directors of the company which runs casino resort hotel Okada Manila.
The CA 10th Division, in a resolution dated September 8, denied for “lack of authority” the plea of gaming tycoon Kazuo Okada for the issuance of a temporary restraining order and other injunction orders against a Philippine Amusement and Gaming Corporation (PAGCOR) order reinstating the board of Tiger Resort Leisure & Entertainment, Inc. (TRLEI).
Okada, deposed as stockholder, director, chairperson, and CEO of TRLEI due to mismanagement and corruption allegations in 2017, managed to secure a status quo ante order (SQAO) from the Supreme Court in April this year, which he used to take over Okada Manila in May.
But he brought with him his own board which included Tonyboy Cojuangco and Dindo Espeleta, ousting the nominees and representatives of Tiger Resort Asia Limited (TRAL), which owns 99.99% of TRLEI’s shares of stock.
The Supreme Court, in August, clarified that it only made a limited recognition of Okada’s interest as indirect beneficial owner of TRLEI.
On August 23, TRAL sought PAGCOR’s help in removing Okada’s board.
Backed by a legal opinion from the Department of Justice, PAGCOR, early this month, ordered Okada’s board to stop discharging their functions while recognizing TRAL’s nominees and representatives.
The PAGCOR order however recognized Okada as CEO of the company and gave him as well as TRAL nominees access to the hotel premises and the right to inspect corporate records of the company.
Okada claimed the PAGCOR order violated the SQAO issued by the Supreme Court and filed the motions before the appellate court, which is currently receiving evidence to resolve who is the rightful owner of Okada Manila.
But the CA said it does not have the authority to settle alleged violations of the SQAO, which only the SC can resolve.
“We are only acting in a limited capacity to receive evidence on the factual matters pertinent to the pending motions for reconsideration and clarification of the SQAO and to the main issue of Kazuo’s petition. The authority delegated to Us does not mention the power to resolve allegations of non-compliance with the SQAO,” it said.
The SC had directed the CA to receive evidence on the factual matters involved in the dispute over the ownership and control of Okada Manila.
CEASE AND DESIST ORDER
But, in the same resolution, the CA granted Okada’s petition for the issuance of a cease and desist order against PAGCOR and TRAL preventing them from performing “any and all acts that interfere with, impede and obstruct the proceedings” before the CA.
The appellate court said that while PAGCOR has regulatory authority over the operations of Okada Manila, its September 2 letter encroached on CA’s role as “trier of facts.”
The recent move of changing the composition of the TRLEI board, according to the CA, “muddles the issues” as it is one of the factual matters the SC ordered the CA to receive evidence on.
“The acts of TRAL and PAGCOR aggravate the already cumbersome task of receiving evidence on the factual matters of this case. To this date, We have already received almost six thousand (6,000) pages of documentary evidence from the parties and have been conducting daily hearings as part of fulfilling Our mandate from the SC,” it said.
“Under the present circumstances, when PAGCOR and TRAL, who are admittedly non-parties to the case, are engaging in acts which tend to obstruct or interfere with Our delegated tasks of receiving evidence and determining factual matters, We find it necessary to exercise Our inherent powers to ensure that Our work is not impeded. To sit idly by when persons are interfering with Our work would lead to anarchic results, rendering the proceedings before Us nugatory. Respect for the court would be better enhanced if parties and non-parties regard its tradition and rules,” it added.
The cease and desist order issued by the appellate court prevents TRAL and its representatives from inspecting the corporate records of TRLEI and documents which allegedly shows intention to list Okada Manila International (OMI) in the United States and to transfer TRLEI’s casino business permit to OMI, among other financial documents.
PAGCOR and TRAL were also ordered to account for corporate records, general information sheets, audited financial statements and other documents which came into the possession of the reinstated TRLEI board as a result of the September 2 incident.
Both sides have been releasing press statements to the media highlighting aspects of the CA ruling that are most favorable to their side.
The Okada group said its legal team will file the appropriate motions with the Supreme Court over what it called the “illegal 2 September takeover.”
TRAL meanwhile said the CA resolution “empowered us to exercise our operational and management duties over Okada Manila,” according to its legal counsel, Atty. Carlos Ocampo.
It said the reinstated board invited Okada to its regular meeting on Wednesday in recognition of his status as stockholder, chief executive officer, and chairman but he allegedly did not attend.