Century takes Okada to court

Kazuo Okada AP FILE PHOTO

MANILA, Philippines—Century Properties Group has taken the group of Japanese gaming magnate Kazuo Okada to court for reneging on an agreement for the Antonio-family led company to be a real estate partner in the entertainment complex Manila Bay Resorts.

In a disclosure to the Philippine Stock Exchange on Tuesday, CPG said it had filed a petition for interim measures of protection at the Regional Trial Court of Makati against the Okada group through units Eagle I Landholdings, Inc., Eagle II Holdco., Inc. and Brontia Ltd.

CPG sought an ex-parte 20-day temporary order of protection against the Okada group, following the former’s filing of a supplemental notice of dispute. CPG argued that the basis for Okada’s notice of termination was “unfounded” and was in violation of the spirit of the investment agreement that both parties signed last year.

The local property developer argued that the withdrawal of First Paramount Holdings 888—one of three parties to the agreement—should not have rendered the deal ineffective, noting that the provisions under the investment agreement “provided alternative measures to exhaust all reasonable means for the said agreement to come to a close.”

Such measures include negotiating an alternative structure that will preserve the commercial terms of the agreement and replacing First Paramount with another qualified Filipino company to ensure the subscription of the preferred shares.

The deal would have made CPG part owner of Eagle 1, the holding firm that owns the 44-hectare estate within Pagcor Entertainment City where Okada’s gaming complex will rise. At the same time, CPG had signed up to build luxury residential and retail properties with over 300,000 square meters of gross floor area in a five-hectare site within the complex.

First Paramount, a privately held firm, backed out of the deal to acquire 24 percent of Eagle 1.

CPG alleged that despite its good faith in efforts to bring its investment transaction to closing, the Okada group had “frustrated closing” and did not cooperate with respect to providing CPG its due diligence materials.

The local property group said it had immediately conducted the required due diligence in its desire to close the deal for the mutual benefit of both parties, but lamented that it could not complete the  task due to the refusal of the Okada group and its counsel to provide Century reasonable access to due diligence materials.

On these grounds, CPG said, the Okada Group had “no legal standing” to call for the termination of the agreement, and reiterated its demands upon the Okada Group to comply with its closing obligations.