Sunday, November 2, 2014

Tiu-Gregorio MOA: Beset With Too Many Uncertainties

This is a copy of the one-page document that Antonio Tiu showed supporting his supposed ownership of the 350–hectare “Hacienda Binay” worth over P400 million. 

A careful read of the document apparently shows that:

1.     It was signed in January 2013;
2.     It was signed by Antonio Tiu representing SUNCHAMP Real Estate Development Corp, and Laureano R. Gregorio;
3.     It was signed WITHOUT WITNESSES;
4.     It was signed UNNOTARIZED;
5.     It was signed supposedly as a Real Estate Sale but UNREGISTERED;
6.     It involved a 150-hectare property out of the 350-hectare hacienda;
7.     There was NO DESCRIPTION of the real property being sold (except a mere reference);
8.     There was no assertion that Gregorio was the rightful Owner and Seller;
9.     There was no document attached showing proof of ownership of the real property by Gregorio;
10. In fact, Gregorio was given by SUNCHAMP two (2) years and with possible extension to deliver to the latter “all documents and/or titles evidencing the real and enforceable rights of SUNCHAMP over the Property;
11. “Pending thereof, Mr. Gregorio shall confer SUNCHAMP usufructuary rights over the property”;
12. The total sum “consideration for Property and all rights, title, and/or interests therein of Mr. Gregorio shall be P400 Million (in tranches and in cash and/or listed shares in the PSE to be agreed upon by the Parties based on the deliverables of Mr. Gregorio”;
13. The “consideration shall be adjusted depending on the fair market value of the Property as may be determined by a mutually acceptable appraisal company”;
14.  There was no proof of earnest money or down payment received by Gregorio either as partial payment or as a deposit; and
15.  SUNCHAMP, Antonio Tiu, and Laureano Gregorio were supposed to “keep with complete secrecy all confidential information disclosed to it or to him, and not to use any such information in any manner whatsoever.”

The MOA is presented by Antonio Tiu to prove ownership of the “Hacienda Binay”. The document tends to prove the opposite instead.

It is beset with too many uncertainties.

First, SUNCHAMP and Tiu are themselves unsure that Gregorio really owns the property. In fact, Gregorio is given two (2) years and possibly more to prove Title and Rights to the undescribed property. Until then, no transfer of ownership could be made.

Second, the uncertainty of ownership title and rights to the undescribed property by Gregorio automatically implies uncertainty to any right in transferring usufructuary rights to SUNCHAMP and/or Antonio Tiu.

Third, there is uncertainty as to the eventual sum consideration. In fact, it is made adjustable based on the fair market value to be determined by a reputable and mutually agreed upon appraiser.

Fourth, there is uncertainty as to whether the signatures are genuine. The MOA was signed WITHOUT WITNESSES and UNNOTARIZED.

Fifth, since it is UNNOTARIZED and UNREGISTERED, the questionable MOA is not enforceable against third parties and the whole world. An innocent purchaser of value who registers his purchase would have superior rights over SUNCHAMP and/or Antonio Tiu. There is uncertainty as to whether Antonio Tiu could retain his rights against others.

Sixth, the property involved could be subject to Land Reform and liable for unpaid current and past taxes.  The government could seize the property to satisfy tax obligations and/or for other law violations. This would make Antonio Tiu’s hold on the property uncertain.

Seventh, since the MOA does not give a specific description of the real property, there is uncertainty as to whether it is one large parcel of land with one title or composed of several parcels with separate titles.

Eighth, while the MOA could not protect Tiu from innocent third party-purchasers of value, it is even uncertain whether Tiu could enforce it against Gregorio by virtue of the provision on confidentiality.

Based on the above analysis, I am as uncertain whether the due diligence required from a supposedly successful businessman like Antonio Tiu and his presumably smart lawyers was really done.

Otherwise, one could not help but conclude that the one-page MOA involving 150 hectares valued at P400 Million is just a sloppy attempt by Tiu and company to hide the real owner and confirms Tiu as the dummy.

No comments:

Post a Comment