Banana industry interests challenge lawsuit claim
Published:Monday | February 21, 2022 | 12:05 AM
Five members of the All Island Banana Growers’ Association Limited, who are among nine former and present board directors who are being sued by the organisation over their appointment, have hit back with a strikeout claim.
The five defendants – Osbert Johnson, Frederick Morgan, Marvel Chambers, Hermine Campbell, and Kenneth McLaughlin – are contending that the claim was brought by a group of directors who have no authority to bring the claim against them in the name of the association.
Two of the board directors, Seymour Webster and Winston Crosdale, have, however, asked for their names to be removed from the lawsuit, claiming they had stopped attending meetings and a there was a motion in 2020 for their names to be removed from the board directors’ registry.
The strikeout application is to be heard in the Supreme Court on February 24.
Last September, the association filed a claim against the nine defendants, which also includes Byron Henry and Glendon Harris, contending that, since June 2021, they have breached the memorandum and articles of the association and have also flouted the provision for appointment of directors.
The group also claimed that the defendants held themselves out to the public as the newly constituted board of directors purported to have been appointed on July 16 last year.
The association further claimed that the defendants failed to recognise the association’s three lawfully appointed area council directors who were elected in St Mary on June 24, 2021, and cannot properly appoint any incoming directors for the remaining area councils in Portland and St James, which have not met because of COVID-19 restrictions.
According to the association, there have not been any duly constituted annual general meetings (AGMs) since 2018. The only duly constituted board of directors for the claimant comprises the continuing membership board from 2018 and the three new area council directors.
However, the claimant, in its fixed-date claim form, said that it had given a directive for preparations to be made for the 2021 AGM, which would include local meetings and election for the area council’s directors, as well as the selection of the board members for the local and general boards of directors.
In lieu of the AGM, the claimant noted that the memorandum and articles of association stipulate that a special meeting of the association could be convened to elect the new board members but that it must include representatives from the three qualifying area councils.
But the association said that the St Mary Area Council had its meeting last June and elected three area council directors who are to fill the vacancy on the 2020 board.
General manager of the association, Donald Elgin, in his affidavit, maintains that the defendants had no legal standing to announce a new board, as they did to the Banana Board, the agriculture ministry, and others.
According to him, Campbell and McLaughlin were outgoing directors who were up for mandatory retirement, while Harris was never elected as an area council director and, therefore, could not be appointed to the board.
The association, in its claim, sought relief, including an order for the court to quash the notice of appointment for the July 2021 board of directors as unconstitutional and of no effect, as well as a declaration that the election of the defendant is ultra vires and of no effect.
The court, in the meantime, has ordered the new board members not to convene any board meetings, hold themselves out as being authorised to do any business on the association’s behalf, or purport to carry out any business on the claimant’s behalf.
They are also to refrain from engaging in any dealings whatsoever with third parties, including government entities, banks, or other financial institutions in relation to the claimant’s affairs.
Attorney-at-law Mark-Paul Cowen is representing Johnson, Morgan, Chambers, Campbell and McLaughlin, while Tedesha Cowell is representing Crosdale and Webster.
The claimant is being represented by attorney-at-law Cavelle Johnston.