By Joel R. San Juan & Lorenz S. Marasigan
BUSINESSMAN Ramon S. Ang has filed a syndicated estafa complaint before the Department of Justice (DOJ) against executives of television giant GMA Network Inc. for their refusal to return his P1-billion down payment for their botched buy-in transaction.
In a 19-page complaint, Ang said lawyer Felipe L. Gozon, one of the majority shareholders of GMA Network, his family members and several others, should be held accountable for syndicated estafa under Presidential Decree 1689, in relation with the crime of estafa under Article 315 of the Revised Penal Code.
Syndicated estafa is a nonbailable offense.
Also named respondents in the complaint were Anna Teresa Gozon-Abrogar and Ismael Augusto S. Gozon of FLG Management Corp.; GMA stockholders Belinda G. Madrid; Ma. Erlinda G. Gana; Jaime Javier Gana; Florencia Gozon Tarriela; Edgar Tarriela; and Tricia T. Valderrama.
The Jimenez and Duavit families were not included in the complaint, as Menardo R. Jimenez Sr. and Gilberto R. Duavit Jr. have indicated their willingness to return Ang’s down payment.
In a letter addressed to Ang dated June 29, GMA’s counsel BGEPAL (Belo, Gozon, Elma, Parel, Asuncion and Lucila Law Office) said the Duavit group “has waived its participation in the retention of the P1-billion down payment and in any exercise of the rights and remedies reserved.”
Meanwhile, in a letter dated June 30, the Jimenez group said it has no interest in the P1 billion that Ang deposited as down payment under the name of Gozon.
The Jimenez group also said any portion of the P1-billion deposit that is due to them should be immediately returned to the buyer, and that they do not wish to engage Ang in any litigation that may arise in connection with the move to retain the deposit.
But in a June 29 letter sent to Ang, BGEPAL reiterated that the complainant allegedly breached his obligation under the terms of their negotiations, thus, Gozon will retain the down payment to answer for the latter’s causes of action against the buyer, including claims for actual or compensatory damages, for opportunity to earn profit and for the cost and expenses.
Ang is currently the president and COO of diversified conglomerate San Miguel Corp.
“The respondents converted and misappropriated the P1 billion by refusing to return it to the complainant, despite demand and even though it is very clear that the transaction documentation were not agreed, concluded, finalized or executed within the exclusivity period, and that the sale shares closing will not happen,” Ang said.
“The position taken by the Gozon group that there is no obligation to return, which is contrary to the position of its fellow sellers, is a shallow and baseless excuse for the respondents to hold on to the money and misappropriate the same,” he pointed out.
In his complaint, Ang recounted that the groups of Gozon, Jimenez and Duavit agreed to negotiate for the purchase by the complainant of a 34-percent stake in GMA network from the sellers, with certain rights to participate in the management of the company.
It was recorded in the Term Sheet, or the Summary of Principal Terms and Conditions Relating to the Sale and Purchase of Equity Shares in GMA Network dated June 23, 2014, which was signed by Gozon, Jimenez Sr. and Jimenez Jr., Joel Jimenez and Gilberto Duavit Jr.
The Term Sheet contains the obligation to negotiate in good faith during the exclusivity period on the sale of shares of the said company.
It also states that “the final terms of the transaction are subject to the terms of the definitive transaction documentation and final confirmation by the board of directors or trustees of the major stockholders.”
With this, Under Clause 8 of the Term Sheet, Ang deposited P1 billion called the “down payment” with the sellers, through a manager’s check payable to Felipe L. Gozon, who shall hold the money in trust for the major shareholders.
“It was also expressly agreed that in the event the terms and conditions of the transaction documentation are not finalized and concluded by the parties within the exclusivity period, the down payment *shall be returned to the purchaser *not later than three working days from the expiration of the exclusivity period without need of any further notice or demand,” it states.
The exclusivity period was originally until April 20, 2014, and was extended until June 30, 2014. It was further extended by their mutual consent until it finally expired on November 15, 2014.
After the lapse of the period and the nego-tiation failed, Gozon did not return the P1 billion to Ang on November 19, 2014, as agreed upon, and instead continued to negotiate with Ang. Several months have passed and the negotiation did not materialize. Ang informed that he is constrained not to proceed with the transaction.
The Gozon group did not object and instead entered into another round of negotiations with Ang, and even provided Deed of Absolute Sale of Shares, indicating that they can sell their shares ahead of the Jimenez and Duavit group.
But, on June 22, a disclosure was made by GMA Network to the Philippine Stock Exchange that the major shareholder decided to terminate the sale transaction of the company with Ang.
Ang said all the elements of estafa are present in the case, such as “money received in trust or under obligation to return the same; misappropriation or conversion of such money by the offender; prejudice or damage and; demand.”
As to the crime of Syndicated Estafa, he said all the elements for such crime are present, which include the commission of the crime of estafa, itself; the commission of the crime, which involves five or more persons; and the fraud, which resulted in the misappropriation of moneys contributed by stockholders or of funds solicited by corporations from the general public.
His affidavit also cited that “it is clear that the individual respondents, together with the corporations who are also members of the Gozon group, had been looking for third party investors from the general public.”
“It is public knowledge that prior to the transaction with the undersigned complainant (Ang), the respondents had also sought investments from other people, most prominently Mr. Manuel V. Pangilinan of Metro Pacific Investments. After the transaction with Mr. Pangilinan did not push through, the respondents negotiated with the complainant (who is obviously a member of the general public),” the complaint said.
“While the sale to the complainant likewise failed to push through, respondents succeeded in defrauding him of his P1 billion downpayment, which respondents misappropriated,” it added.
Sought for comment, the camp of Gozon simply said: “We have not received a copy of the complaint. Our legal counsel will respond accordingly in due time.”
First Grade Holdings Inc. Managing Director Astro C. Del Castillo said the case will likely drag down the prices of GMA shares. The news erupted in the afternoon, but shares of GMA rose by 1.09 percent to end P6.52 apiece.
“Definitely, it could have a negative effect on the shares of GMA,” he said.
The case might also spook potential investors in the television network, Del Castillo added.
“Interested or future investors will be spooked if the case will be prolonged,” he said.
1 comment
it appears that the gozon family is really shady. with this development, sarah lahbati appears to have been vindicated. indeed, gozon’s daughter is dirty. i wonder what makes them do what they do?