The chairman of the Commonwealth Ports Authority board is suing a company and his two daughters for allegedly distributing his assets and shares in the company without his consent.
Jose R. Lifoifoi, a former House speaker, is suing Quad L’s Company and his two daughters, Ignacia L. Evangelista and Remedio L. Pangelinan, both directors of that company, for conversion, unlawful taking, breach of fiduciary duty, and removal of directors by judicial proceeding.
Lifoifoi, through counsel Charity R. Hodson, asked the Superior Court to declare him as the only lawful shareholder of the corporation and to make a finding that all of his shares were distributed without his consent and void from the start.
He wants the court to direct the defendants to transfer their shares back to him and to execute the necessary documents to transfer the real property corporate assets back to the corporation.
He is demanding payment for attorney’s fees and court costs, and sought a jury trial.
As of press time, Saipan Tribune was still trying to get comments from the defendants.
According to Hodson in the complaint, Lifoifoi and business tycoon Larry L. Hillblom created a corporation called Nha Thrang Inc. in 1994. Until 1995, they remained the sole shareholders of Nha Thrang Inc., Hodson said.
Hillblom died in a plane crash on May 21, 1995.
In 1998-1999, Lifoifoi allegedly bought out the shares for Nha Thrang Inc. from the Hillblom estate and became the sole shareholder of the company.
Lofoifoi claimed he has not ever received dividends from the corporation since the start up until now, as he intended for the company to make a profit by taking advantage of business opportunities as they rose.
Around 1998, Lofoifoi desired for his children to begin running the company as officers and directors and expressed this desire to his children. Since then, Hodson said, the children—Ignacia Evangelista, Remedio Pangelinan, Joseph Lifoifoi, and Josephine Tajibmai—have been running his company.
Tajibmai passed away in September 2015, leaving her siblings to run the company.
In May 2016, Hodson said, Lifoifoi began his estate planning and listed his assets, including his shares of stock in Nha Thrang, which name had since been changed to Quad L’s Company, or Quad Corp.
The corporation’s annual report for 1998 reported that Joseph Lifoifoi, Pangelinan, Evangelista, and Tajibmai each held 250 shares of the company, and were the sole shareholders, the sole directors, and the sole officers.
On March 27, 2001, Nha Thrang Inc. amended the name of the corporation to Quad L’s Company. The company’s president, Evangelista, allegedly adopted the amendment.
On Dec. 28, 2001, Hodson said, the corporation’s board and purported shareholders held an annual joint meeting wherein it resolved to distribute $4 per share each to Joseph Lifoifoi, Tajibmai, Evangelista, and Pangelinan.
On May 8, 2002, Hodson said, the purported board and shareholders authorized opening bank accounts, assigning signatories to the bank accounts, selling Tajibmai’s 250 shares to the remaining three siblings, and amending the name of the corporation to Quad L. Corp.
Evangelista and Pangelinan were assigned as signatories.
Hodson said that Lifoifoi was not present at this meeting.
On Feb. 11, 2003, the purported board and shareholders allegedly authorized the transfer by warranty deed of lot 002 B 30 to Evangelista for $10, and directing Joseph Lifoifoi to execute the warranty deed.
On Feb 21, 2003, dividends in the amount of $3,300 each were distributed to Joseph Lifoifoi, Evangelista, and Pangelinan. Lifoifoi was allegedly not present at this meeting.
On Dec. 20, 2004, Hodson said, the corporation distributed $2,500 each to Joseph Lifoifoi and Evangelista and Pangelinan.
On May 18, 2005, Hodson said, Lot 002 B 59 was transferred to Evangelista for $10 for “CUC purposes.” Lifoifoi was allegedly not present at this meeting.
In December 2005, the corporation distributed $1,500 each to Joseph Lifoifoi and Evangelista and Pangelinan.
In December 2006, the corporation distributed $2,300 each to Joseph Lifoifoi, Evangelista, and Pangelinan.
In December 2007, the corporation distributed $1,500 each to Joseph Lifoifoi, Evangelista, and Pangelinan.
On Aug. 15, 2016, Hodson said, Lifoifoi met with his counsel regarding his estate planning.
In that meeting Lifoifoi was informed that the counsel’s review of the corporate documents showed not only that Lot 022 B 59 and Lot 002 B 30 had been transferred from the corporation to Evangelista, but also that Lifoifoi was not listed as a shareholder, and had not been listed as a shareholder since 1998.
On Aug. 15, 2016, Hodson said, Lifoifoi spoke with his son, and one of the listed alleged shareholders, Joseph Lifoifoi, who admitted that plaintiff had never orally or otherwise transferred his shares to his children and that for a number of years Joseph Lifoifoi had been signing off on corporate documents at the behest of Evangelista.
On Sept. 14, 2016, Evangelista and Pangelinan were served a demand and notice of potential legal action with regard to Quad Corp. from Lifoifoi’s counsel, detailing the discoveries Lifoifoi had made regarding the transfers of his shares without his consent and demanding that the shares be transferred back to him and that the two subject lots be transferred back to the corporation.
Hodson said the counsel for Evangelista and Pangelinan refused to transfer the shares back, claiming that Lifoifoi knew of his children’s ownership and management of the corporation.
While Lifoifoi did intend for his children to run the corporation and trusted them to do so, he had never intended to allow them to distribute his assets and shares without his consent and while he was still living, Lifoifoi’s lawyer said.
To date, Hodson said, defendants have refused to take the action requested by their father.