Both C.G.A. and C.P.B.L. claim victory after Supreme Court ruling
For months a dispute raged in the citrus valley between the Citrus Growers Association and the Citrus Growers of Belize Limited. The back and forth among its executives was heated and persistent and climaxed with a protest. There were many challenges made in court, and this past Wednesday, a ruling was handed down on one of the fundamental differences between the C.G.A. and the C.P.B.L. It had to do with the attempt by the C.G.A. to remove three directors from the board of its subsidiary, C.P.B.L. And interestingly, both parties are claiming victory after receiving the forty-nine page judgment from Justice Minnet Hafiz-Bertram. The answer is summed up in the concluding paragraph of the judgment. Justice Hafiz-Bertram says that the C.G.A. had the right to remove or replace the directors based on clause nine of the amended investment agreement. But she did not declare that Henry Canton, Frank Redmond and Mike Duncker, were properly removed via the letters they received on July tenth 2009 because according to Hafiz, “this would serve no useful purpose since the next Annual General Meeting is within a few weeks”. And if that isn’t clear enough, the order reads that the declarations sought are refused. News Five spoke first via phone to C.G.A. CEO, Henry Anderson, after the association issued a released declaring that it triumphed over C.P.B.L.
Via Phone: Henry Anderson, CEO, C.G.A.
henry anderson
“Essentially the C.G.A. looks at this as a victory and vindication in the sense that we took this court, the primary one and what we were saying is that as the majority shareholder, as per clause 9(1) of the investment agreement that the C.G.A. or ICL, our Investment Company Limited had the absolute right to appoint and replace our five directors at any point in time. Incidentally, the investor, Banks Holdings would have the same right and the judge fully agrees that the amended investment agreement, clause 9(1) gives that. So from here to perpetuity Banks Holdings and us know that in our case we have the right to appoint and remove any of our five and in their case, they can remove any of their four. The second point that came up as a point of defense, the CEO of C.P.B.L. suggested to the court that he can only be moved via the articles of the company, which essentially was a way I guess in his view to say that the only way that he can be removed as the director of C.P.B.L. was if both Banks and the ICL agreed by an extraordinary resolution and the court flatly rejected that meaning that C.G.A. ICL put him there he and we could remove. The judge also stated in the paragraph one-twenty-eight, if I remember correctly, that we actually exercised our right to remove those directors on the tenth of July last year. So we view as the three were in fact removed and that our three were in fact put there from the tenth of July last year. As in the case with Banks, I think the court has clearly shown to Banks that A: They were wrong in preventing us from putting our people there, two: we were right in saying the matter should go to court and three: we had all right to move Henry Canton. But we need to sit with them.”
But based on the ruling, the three C.P.B.L. directors maintain their positions and issued a release of their own today saying that the ruling clearly states that the part of the Articles of Association, which the C.G.A. cited for their removal, did not apply to Canton, Redmond and Duncker. News Five also spoke to Duncker today about the ruling.
Via Phone: Mike Duncker, Director, C.P.B.L.
“What the ruling is saying is exactly what we have said all along; first of all that there’s a conflict between the shareholders agreement and the articles of association that if there was any conflict everybody would sit down and work it out. What the judge is really saying is that following the articles of association, what we have done is correct but there is a conflict with the shareholders agreement and the articles which we should have sat down and worked it out instead of going to court on it where the case I think was very frivolous and we couldn’t solve anything. I think she has ruled actually in exactly what our position was.”
Delahnie Bain
“But the C.G.A. has issued a release calling this a victory for them.”
Mike Duncker
“Well I am supposing it’s a political thing where they are concerned to try to find a victory in what would be considered a defeat when the actual court ruling is read.”
Delahnie Bain
“Another thing in their release it says that “The Citrus Growers Association and its subsidiary Belize Citrus Growers Association Investment Company Limited views this as a resounding victory and vindication of the position it has held in this matter. It has the absolute right to remove and replace its directors and it did so by letter on July tenth 2009”. What does that mean then with regards to you and the other directors’ position at C.P.B.L.?”
Mike Duncker
“Well, as far as I can see it and I haven’t really read the court ruling properly but what I am told by our legal representative is that that’s not so what the Citrus Growers are saying, that the court has ruled against Citrus Growers.”
The C.G.A. and C.P.B.L. are each responsible for their own court costs. The Annual General Meeting of the C.P.B.L. is scheduled for the end of April and it is expected that the C.G.A. will, of course, put up its own slate for directors.
