WILLEMSTAD – The Court of First Instance of Curaçao has ruled that the sale of Botica Vredenburg 2001 remains valid, confirming that Nadir Pharma is and remains the legal owner of the pharmacy despite an ongoing dispute with seller Genacal Holding.
The ruling was issued in summary proceedings after a conflict arose following the sale of all shares in Narotech Genpharma, operating as Botica Vredenburg 2001. In October last year, Genacal Holding sold the shares to Nadir Pharma for 600,000 guilders. Genacal simultaneously provided Nadir Pharma with a loan for the same amount to finance the acquisition.
The relationship between the two companies later deteriorated. Nadir Pharma argued that Genacal failed to transfer essential business documents and information, including the updated shareholders’ register, keys, access codes, tax records, permits, contracts, and banking information. According to Nadir Pharma, the missing documentation prevented the company from fully taking control of the pharmacy’s operations.
Genacal, meanwhile, demanded payment of 621,000 guilders, including interest. When payment was not made, the company declared the agreement terminated in April and blocked Nadir Pharma’s access to the pharmacy.
However, the court sided with Nadir Pharma on the key ownership issue. The judge ruled that the shares had already been legally transferred when the agreement was executed and that the absence of an updated shareholders’ register did not invalidate the transfer. The court noted that while the register remains important for administrative purposes, including dealings with banks, it does not affect ownership of the shares.
The court also found that Genacal’s unilateral attempt to terminate the agreement had no legal effect. According to the ruling, both parties had expressly waived the right to rescind the share transfer in their contract. The judge further observed that as recently as April, the parties appeared close to resolving their dispute, which largely centered on whether payment should be made before the shareholders’ register was handed over or vice versa.
As part of the ruling, Genacal must provide the updated shareholders’ register, keys, and access codes to Nadir Pharma within one week of receiving payment of 621,000 guilders. Failure to comply will result in a penalty of 2,500 guilders per day, up to a maximum of 250,000 guilders.
The court also ordered Genacal to transfer digital access credentials, tax information, permits, contracts, and banking records after payment is made.
A request by Nadir Pharma to prohibit Genacal and related parties from entering the pharmacy premises or interfering with business operations was denied. The court ruled that each party must bear its own legal costs.
The decision clears the way for Nadir Pharma to maintain ownership of Botica Vredenburg 2001, while requiring both sides to fulfill their contractual obligations in order to bring the transaction to completion.