The secret contract between "Montefarma" and the private company "Media Marketing", signed for a period of 10 years and without the right to terminate, under which the former management of the pharmacy institution ceded 85 percent of advertising revenue to the private company, ended before the Commercial Court.
The new management of "Montefarma" filed a lawsuit seeking to have the contract declared null and void, while the private individual filed two lawsuits, demanding that they be paid an amount determined by an expert assessment as compensation for lost profits, and that the public institution hand over 50 LED displays. Both parties sought to terminate the contract.
The lawsuits filed by the private company were consolidated at a preparatory hearing last week, and the established value of the dispute in that proceeding is 800.000 euros.
In February of this year, “Vijesti” announced that the Special Police Department (SPO) was investigating whether the previous management of the public pharmacy institution “Montefarm” committed a criminal offense under the jurisdiction of the Special State Prosecutor’s Office (SDT), by signing a secret 10-year contract with a private company, without the right to terminate it. At the beginning of this year, the SPO seized documentation from “Montefarm” about the deal, while the SDT confirmed to “Vijesti” that certain police measures and actions had been taken in connection with establishing the grounds for suspicion that a criminal offense under their jurisdiction had been committed at “Montefarm”.
Monopoly, 85 percent of revenue is secret
Contract for the installation of smart LED displays and hologram projectors in 56 state pharmacies, former director of "Montefarma" Goran Marinović signed in April 2023 with the private company "Media Marketing" from Podgorica, which was founded in January of the same year with a capital of one euro and one employee.
"Montefarm", according to "Vijesti", has committed to pay the company an advance payment of 30.000 euros within 60 days of signing the contract, as a guarantee for the fulfillment of the contract, or compensation in the event of any damage to the display and hologram. At the same time, the private company has committed to the contract that, within the same period, within 60 days, it will be authorized to deliver, install and enable the complete functioning of LED displays and holograms in state pharmacies.
The contract, among other things, states that it will be in force and regulate rights and obligations for a period of five plus five years, and that “Montefarm” agrees to retain a fixed fee of 15 percent of the revenue generated on a monthly basis. According to the contract, the remaining 85 percent of the revenue from all advertising activities is paid to the private company no later than the 5th of the month for the previous month. In the event of termination, the public institution is obligated to pay the remaining ten-year revenue.
The former management of "Montefarm" agreed to the contract and that any placement of marketing and advertising material in printed form would be considered prohibited in each of the pharmacies from the moment of signing and that they take full responsibility that no other advertising and marketing tools would be applied during the duration of the signed cooperation with "Mediamarketing".
"Montefarm": Public interest violated
The new management of “Montefarma” sued the private company in July of this year, claiming that the contract was null and void, but also demanding that the private company pay them 30.000 euros. The lawsuit states, among other things, that the contract was concluded on the basis of a fictitious legal transaction whose economic logic conflicts with the public interest, which is why such a legal transaction should not be allowed to continue.
Attorney at law “Montefarma”, law firm “Iustitia”, lawyer Vladan Bojić and others, in the lawsuit, state that the contract is a classic form of the Contractus corruptus model - seemingly okay, but legally and economically exclusively a constructed cover for the illegal withdrawal of money from the public system in favor of a private entity, and that therefore the strict confidentiality clause is not surprising.
"The plaintiff's attorney points to the extreme damage to state property, a serious violation of the public interest, and if we take into account how much money the defendant has so far withdrawn, that he has stated through the media that he is demanding exactly one million euros for the termination of the contract, that he has filed a lawsuit for such compensation as indicated in the introductory section, but in which he did not specify the amount, but left it to the financial expert, after which he will specify the request, and in parallel he has requested 200.000 euros from the plaintiff. Such amplification should be viewed in parallel with the actions of the SDT," the lawsuit states, among other things.
Was the contract still secret?
“Media Marketing” also filed a lawsuit seeking termination of the contract, claiming that “Montefarm” has not paid the fee on time for a long time, no later than the fifth of the month. They also filed a lawsuit for the publication of confidential information, citing articles in “Vijesti” and claiming that the management of “Montefarm” submitted the contract for review to the editorial staff, which, they claim, is contrary to Article 9, paragraph 1.
“Media Marketing” also claims in the lawsuit that the pharmacy violated the ban on marketing outside the contract, and refused to sell marketing services. In the second lawsuit, they are demanding that “Montefarm” hand over 50 Android Wifi Digital Signage displays to them. The former director of “Montefarm” Goran Marinović, in response to the “Vijesti” article from February this year, claimed, however, that it is not true that the contract is secret, “just as it is not true that any advance payment was made.”
In response to the lawsuit in which the private company seeks to terminate the contract, “Montefarm” states that the plaintiff was founded two months before the signing of the disputed contract, that it only has a contract with the defendant, and that there is no similar arrangement anywhere. The contract, they claim, is full of null and void provisions, while its goal was not mutual benefit, but exclusively to obtain benefits for the plaintiff. They recall that the contract defines that the plaintiff gets 85 percent and the defendant 15 percent of the income, but also that this drastic disproportion is false. The response to the lawsuit states that the private company received 86.959,67 euros in 19 months, and the defendant 2.061,67. Also indicative, they claim, is the set of D provisions on business secrets, which is contrary to the strict OECD standards on the necessary transparency when it comes to state-owned companies.
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