CA affirms order for IP E-Games to pay Netopia operator P4M over buyout
The Court of Appeals (CA) has affirmed the order for IP E-Games Ventures, Inc. (IPE) to pay P4 million to the head of Netopia’s operator in connection with its 2011 takeover of the chain of internet cafés.
In a recent 10-page decision, the CA 8th Division denied IPE’s petition appealing the Makati City Regional Trial Court (RTC) Branch 133’s December 1, 2015 ruling in favor of George Tan, the president of Netopia operator Digital Paradise, Inc.
The CA affirmed IPE had yet to fully pay Tan under their agreement for the latter to negotiate with ePLDT to accept the former’s offered price for the buyout of a 75% stake in Digital Paradise.
Under the incentive agreement, IPE was supposed to pay Tan P5 million in cash and P5 million in equivalent shares in Netopia if he managed to convince ePLDT to accept its price offer. But even as the buyout pushed through on April 1, 2011, IPE only paid Tan a cash incentive of P3.7 million.
The CA, however, rejected IPE’s claim that it had fully settled its obligation when a subsequent negotiation reduced the cash incentive.
The court said the incentive agreement itself stated it would be the “sole and exclusive agreement” between the parties, and any amendment would have to be agreed upon in writing.
“A contract is the law between the parties, and courts have no choice but to enforce such contract so long as it is not contrary to law, morals, good customs or public policy,” read the decision penned by Associate Justice Ma. Luisa Quijano-Padilla.