Armed Takeover Of Ocean Adventure

[OnMyWay]

Update 1:

SBMA Says Ocean Adventure Takeover Violated Freeport Proper and Lawful Procedures
By Publisher on February 19, 2017
SUBIC Bay Metropolitan Authority (SBMA) has condemned “the use of undue force… in the takeover of the Ocean Adventure facility” on Monday night” (Feb. 13, 2017).

“The actions taken by the new SBMEI management headed by Mr. Scott Sharpe were clearly not in accordance with proper and lawful procedures strictly enforced in the Freeport,” SBMA Administrator Wilma T. Eisma said in a statement, demanding an explanation “within 48 hours…”

Scott N. Sharpe (photo by Jojo Perez)
“From the presence of the PNP-SAF in the premises without prior coordination with the SBMA, to the sudden and forceful takeover of the facility’s security by another agency, these actions by the new management created a highly volatile situation,” Eisma said.

Sharpe has been quoted as denying the presence of PNP-SAF but the official report of the SBMA Law Enforcement Department (LED) said 18 PNP-SAF personnel were involved, even naming their leader, a certain Major Alfredo Solomon, Jr., which was beefed-up by seven (7) PNP personnel from Morong headed by a Captain Revillas.

Sharpe’s group is locked in an intra-corporate dispute with the group of Arthur D. Tai, president and chief executive officer and Robert C. Brown, board chairman, of Subic Bay Marine Exploratorium, Inc. (SBMEI), which runs Ocean Adventure.

In a statement released by Sharpe earlier, he said he has taken over the positions of both Tai and Brown. He maintains that their action was lawfully carried out.

He also caused a copy of an Olongapo City Regional Trial Court decision, dismissing a case on the company’s ownership for lack of jurisdiction, sent to various media outfits. However, the said decision did not rule on the ownership of SBMEI/Ocean adventure but Sharpe and co. apparently used it in forcing their way to enter and take possession of the facility.

Meanwhile, Eisma has told Subic Bay News that SBMA will reject the application for accreditation of Philand Sec. Agency, Inc., which was contracted by Sharpe’s group for the takeover. SBMA requires accreditation of security agencies before conducting business at the Freeport.

“The SBMA Labor Dept. issued a Notice to Philand requiring the latter to appear in a technical meeting scheduled on February 20, 2pm to be informed of the rejection of its pending application for accreditation due to failure to observe SBMA procedures and processes,” Eisma said, “specifically its deployment at Subic Bay Marine Exploratorium, Inc. (Ocean Adventure) without prior coordination with both LED and the Labor Dept. and without a valid accreditation.”

An SBMA Regulatory Group official who asked not to be named said Philand Security Agency, Inc. will most likely be black-listed for its violations “that are serious as far as SBMA is concerned.”

He said further that they also await orders from the SBMA leadership on what action to take against what he called the “invaders” of Ocean Adventure.

Some Ocean Adventure employees are allegedly having consultations with lawyers for possible filing of criminal and civil charges against those responsible in the takeover that they say terrorised and detained them for hours, until Eisma and Olongapo City Mayor Rolen C. Paulino intervened on their behalf.

http://subicbaynews.net/?p=16318

[OnMyWay]

Update 2:  I googled Scott Sharp and found this on his FB page.  Definitely a different perspective.  He is from California and Hawaii.

https://www.facebook.com/scott.sharpe.31/friends?collection_token=100002045820508%3A2356318349%3A2&next_cursor=MDpub3Rfc3RydWN0dXJlZDo3MzQyMTU4MTY%3D

Ocean Adventure take-over legitimate, says owners

SUBIC BAY FREEPORT ZONE – The founding owners and majority stockholders of Subic Bay Marine Exploratorium, Inc. (SBMEI), which runs the theme park Ocean Adventure here, clarified on Friday there was nothing illegal or unlawful in the repossession they initiated and the subsequent removal of the former top executive of the company from his post.

Replying to Subic Bay Metropolitan Authority (SBMA) Administrator and Chief Executive Officer (CEO) Atty. Wilma Eisma, who had earlier issued a statement expressing serious concern and seeking an explanation regarding the take- over of Ocean Adventure, Scott Sharpe and Gail Laule, original investors and pioneer executives of Southeast Asia’s only open water marine park and beach resort located at the Camayan area of the Subic Bay Freeport, clarified what took place on February 13, 2017 was a legitimate act and a lawful exercise of their property rights.

“There were no PNP-SAF personnel present during the Feb. 13 incident and the members of the PNP Morong came to provide the required police visibility pursuant to a written directive of the PNP provincial director,” Sharpe, the newly-elected chairman of the board and chief executive officer of SBMEI, said,

“We initially went to the SBMA Law Enforcement Department (LED) for their presence in the area to enforce the law and maintain peace and order but it appears they have taken sides in this intra corporate dispute and we also received reports they have assisted in our forcible eviction without the benefit of a court order,” Sharpe added, saying this forced them to seek assistance from PNP Morong.

Sharpe also called the attention of the SBMA administrator over the fact that SBMA LED personnel connived with internal security and external security agency acting under instructions of Arthur Tai, the former President and CEO, to physically prevent him and the other shareholders from attending the Annual Shareholders’ Meeting held on 9 November 2016.

“This, despite the denial by the court of the application for Status Quo Ante Order initiated by Tai,” Sharpe said.

He said there are pictures of SBMA personnel preventing SBMEI shareholders from exercising their legal right to attend this meeting.

The new SBMEI top executive also defended the suspension of SBMEI’s Service Agreement with JRCN security saying they have worked against the interests of the real owners of the company.

He lashed at the misinformation being spread in the media by the camp of Tai, saying the new security agency hired was not accredited with the SBMA.

Sharpe also emphasized he and Gail Laule are the founding owners and majority stockholders of SBMEI and Tai was a mere employee under the Voting Trust Agreement (VTA).

“Tai is a mere trustee and managerial employee who abused the trust and confidence reposed upon him as such because he engaged in fraudulent activities that amounted to a hostile corporate take-over,” Sharpe stressed.

He said for this reason, the Voting Trust Agreements given to Tai were revoked and his employment was terminated on the ground of breach of trust and confidence.

He added that Tai disregarded the law, procedure and basic human decency and took-over our shares, attempted to steal our company from us by falsely declaring himself as shareholder, terminating their employment and even forcibly evicting them from their own homes.

“We have remained silent despite such manifest injustice and throughout this ordeal, certain SBMA departments made life more difficult for us by endorsing the unlawful increase in authorized stocks, acting on the cancellation of our working visas and even conniving with internal security employees and external security guards to prevent us from attending our own Annual Shareholders’ Meeting, as well as barring us from inspecting corporate records and exercising other legal rights as shareholders,” Sharpe said. 

He further explained that the revocation of the Voting Trust Agreement is valid as it was exercised pursuant to Section 5 of the VTA, which expressly states that it may be revoked by either party by mere written notice and for any cause.

“The revocation remains effective – Tai caused the filing of a court case, precisely to prevent the implementation of the revocation. The Olongapo Regional Trial Court denied the application for Status Quo Ante Order and eventually dismissed the petition outright due to lack of jurisdiction and wrong procedural remedy. As a result, unless and until Tai can procure a restraining order or Writ of Injunction before the proper courts, there is no legal obstacle to prevent the implementation of the revocation of the VTA,” Sharpe said.

Sharpe clarified they do not need to seek “prior judicial intervention” and it is not incumbent upon them to file a court case before they implement the revocation.

“The provisions of the VTA are clear that it is not irrevocable but may be revoked by either party for any cause, subject only to the condition of prior written notice,” he said.

Sharpe also stressed there was no harassment physical violence that ensued during the recovery of the marine park and Camayan Resort and a statement issued by a member of the former external security personnel to the effect that there was the turn-over was proper and there were no resistance on the part of the JRCN Security Agency.

“Mr. Arthur Tai has been removed as Trustee and Chief Executive Officer/President through valid corporate acts,” Sharpe said. 

[Jake]

Another classic case of guns, goons and gold of a property take over.  The battle ground are now in consultation among lawyers of both sides.  Who's got the deeper connections of more powerful players.  A game of bluff with money and favors are exchanged under the table.

Es mo pun in da Philippines

[robert k]

Interesting. Sounds like Tai was just an employee who decided to take over. It would have worked too with connections, if he had filed in the correct court. I might have had security escort the former employee off the property after his job termination and offered security 500 php for every time he fell down and hit his head on his way out, up to 20k php anyway.

It makes me wonder why anyone would want to own property or run a business in the Philippines?