At the outset, it must be underscored that the arguments raised by both

parties mainly reiterate the arguments they raised in support of, an in

opposition to, this Court’s previous issuance of a TRO. As such, those
arguments which have been sufficiently passed upon by this Court in its
September 13, 2018 Order need no longer be discussed and are adopted
herein.

The foregoing notwithstanding, this Court reiterates its finding that

Plaintiff was able to establish that it has a clear and unmistakable right to
be protected. It is clear from the records that the Plaintiff is still operating
as the AAC for STL Operations in the NCR-Southern District within the
one 91) year probationary period which the Defendant granted on June 4,
2018 (Exhibit “U”). as such, to the mind of this Court, Plaintiff has, until the
end of the said period, the opportunity to comply with whatever
conditions and obligations have been agreed upon by the parties to the
instant case. Witness Atty. Leonano testified during the July 27, 2018
hearing that the status of the Plaintiff is that it is actually terminated for its
failure to comply with the obligations stated under the resolution of
Defendant’s Board on Plaintiff’s motion for reconsideration. (TSN dated
September 27, 2018, p. 56) However, this Court finds no evidence, other
than witness Atty. Leonano’s allegation, that the Plaintiff has already been
terminated. (TSN dated September 27, 2018, pp. 72-73) in the June 4, 2018
letter of the Defendant to the Plaintiff (Exhibit “U”), it is clearly stated that
non-compliance with the conditions set forth therein “may” result in the
termination. Also, in the July 12, 2018 letter of the Defendant to the Plaintiff
(Exhibit “X”), the wording is to the effect that the failure of the Plaintiff to
comply with the conditions set forth by the Defendant shall merely result
in a recommendation for the termination of their authority. In any event,
witness Atty. Leonano also testified that the Plaintiff continues to remit
amounts to the Defendant, which the latter continues to accept. (TSN dated
September 27, 2018, p. 50) Such actions of the Defendant belies the
conclusion that the Plaintiff has actually already been terminated.

Thus, the Defendant’s actions, in threatening to terminate the operations of

the Plaintiff as AAC, and by justifying the latter’s termination in the
pleadings it has submitted to this Court, clearly show a very real threat
that the authority of the Plaintiff to operate within the probationary period
(which likewise includes the opportunity of the Plaintiff to comply with its
obligations and conditions agreed upon by the parties herein) will be
terminated by the Defendant before any resolution of the instant case. Such
threat was also established by the July 12, 2018 letter of the Defendant, viz:

Records show that you still have an outstanding balance on

your sales shortfall despite repeated demands from this office.
Please be reminded that your failure to settle you sales shortfall
shall result to the forfeiture of your cash bond and termination
of your authority to conduct STL operations.

In this regard, you are given five (5) working days upon receipt
of this letter to settle your sales shortfall otherwise we shall be
compelled to recommend the termination of your authority to
conduct STL operation and forfeiture of your cash bond.
(Emphasis and underscoring supplied)

The foregoing is likewise buttressed by the testimony of Defendant’s

witness Atty. Leonano, who testified during the hearing on September 27,
2018, that the Defendant is poised to terminate the authority of the Plaintiff,
considering the shortfalls in its remittances, as the Defendant has done
with other allegedly non-complying AACs.

The precipitate termination of Plaintiff’s authority to operate as AAC will

lead to material and substantial, as well as serious and irreparable damage
to the Plaintiff, which has, as evidenced by the testimony of Mr. Ronaldo
Gungon, made substantial investments and incurred costs in operating the
said business, amounting to approximately Two Hundred Twenty Million
(P220,000,000.00). it will be noted that no countervailing evidence was
presented by the Defendant to rebut the said testimony.

The Defendant argues that even assuming, however, that the Plaintiff will
indeed suffer losses, these cannot be the subject of injunctive relief as it is
capable of pecuniary estimation. This Court may concede that the expenses
and costs incurred by the Plaintiff, as testified by witness Mr. Gungon, may
indeed be capable of pecuniary estimation. However, the Defendant must
also consider the damages to the goodwill established by the Plaintiff, as
well as the testimony of Ms. Elvira R. Bonifacio, one of the employees of
the Plaintiff, who testified that the Plaintiff, as well as its employees, will
suffer grave and irreparable loss and injury should the Defendant proceed
to terminate its operations. These factors have been considered by this
Court in arriving at the conclusion that the subject of the injunctive relief is
indeed incapable of pecuniary estimation. This Court is of the view that the
testimony of Ms. Bonifacio is representative of the loss and injuries that
may beset the families of those employees who would be laid off should
the authority of the Plaintiff as STL Operator be terminated pending the
resolution of the main case. It is so easy for Defendant to brush aside the
claims of the potential irreparable injury and damage that would fall on the
Plaintiff should its operations be terminated. However, in brushing aside
plaintiff’s predicament as “unfortunate”, Defendant forgets and trifles with
the lives of the number of potential families which will be affected should
the Plaintiff’s authority be terminated, without so much as an opportunity
for the parties to discuss in good faith their differences by the agreed upon
mode of settling disputes, as provided for under the Agency Agreement.
As ratiocinated above, the said Agency Agreement is still in force and
effect.

It is well to be remembered that the Plaintiff has already demanded for

arbitration proceedings, which is a remedy granted to it under the Agency
Agreement, for the purpose of threshing out the issue of the appropriate
PMRR, among others. It does not escape the notice of this Court that
attempts were made by the Plaintiff to the Defendant for the parties to
commence with arbitration proceedings. Based on the evidence, the
Defendant has not yet responded favorably to Plaintiff’s demand for
arbitration, notwithstanding the clear provision of the Agency Agreement –
a matter which has not been rebutted. It is the view of this Court that if the
Defendant is allowed to terminate the authority of the Plaintiff without the
parties going through the required arbitration under the still-effective
Agency Agreement, such would be a derogation of the clear provisions of
the agreement between the parties in the instant case.

Finally, as with this Court’s issuance of the TRO, the issuance of the WPI is
also necessary in order for this Court to dully thresh out the issues on hand
without being rendered moot and academic by an action of the Defendant
in terminating the authority to operate of the Plaintiff.

WHEREFORE, premises considered,