World’s Investors Watch Barbados Court Case

Knox Vs. Cox High Court of Barbados Ruling Will Be Important

A precedent-setting hearing starts today in the High Court of Barbados, and the case is being watched by investors all over the world.

The clash is between the old way of doing things vs. the new standards.

Historically in developed countries the will of majority shareholders of a company could never be questioned by the minority, even if the majority were damaging the company, even if the majority were stripping the assets out of the company or wasting them, even if they were doing things that lined their pockets so that the minority would eventually get nothing….you know that story.

Then things changed. One by one new corporate laws were passed in European and North American jurisdictions which gave minority shareholders and other ‘little people’ an oppression remedy. This is the power to have the Court examine all corporate affairs and transactions and, where undermining of the complainant’s economic rights is established, apply the appropriate remedies.

Barbados, which strives to treat everyone as fairly as possible, wisely realized that this was an important tool in this quest and made it law in Barbados.

But the law has never been tested. The Courts have never been asked to apply it.

Until now.

So everyone is watching the Knox v Cox case as being an important barometer for how investors will be treated in Barbados. And so are we.

In future articles we will look at the oppression remedy and what great strides have been made for the underdog. If appropriate– we don’t want to interfere with the process of the court- we will provide some background.

UPDATES

* Thanks to a BFP reader for alerting us that Harvard Law School website has picked up this story and also posted it at their Global Voices project. (Link here)

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39 Comments

Filed under Barbados, Business & Banking, Crime & Law, Offshore Investments, Politics & Corruption

39 responses to “World’s Investors Watch Barbados Court Case

  1. ross

    I saw a Nation article some time ago about an old lady called Knox going to the Privy Council in England. Is this the same person in this case? Who is Cox?

  2. Jason

    It look like a little old lady was going to be robbed of her land by de theifs

  3. ross

    What tiefs? Who are they?

  4. Jason

    De tiefs who use de law to take an old lady land because she be old an weak. De Good Book say about dem dat doan respek de widows an steal de house of de widow. HE gonna punish them theifs “most severely” it say.

  5. Harvard Girl

    Interesting story and I would love to know more details please. I found it posted on the Harvard Law School’s website link to the Global Voices project as “Cases in the News”

    http://www.globalvoicesonline.org/2006/09/01/barbados-financial-test-case/

  6. honeybee

    so this is an important guinea pig case for Barbados.

    Are you saying that the court here has never seen anything like this before? Is there somewhere that the Barbados court can turn to for assistance if need be? Could they ask for advice from another country which already has the expericence? I would not like to think the court got this wrong and then the whole country had to pay for the mistake. That would be terrible.

    Is a copy of this case available to the public? Are cases posted on the internet? Has the BFP seen the case?

    I have a relative doing law and I want to encourage him to follow this case closely.

  7. John

    Weren’t the Cotton Factory and Plantations also similar in some ways?

    The little shareholders got screwed.

    I notice the judicial centre is being constructed on the same lot as the Cotton Factory. Maybe some of the ghosts of long forgotten shareholders who got burnt should pull their foot.

  8. Biscoe Ince

    Please Jason, don’t get carried away. This case really is the dying chapter of a family feud among members of the Deane family and their inablity to agree on which offer to accept for their plantation lands at Adams Castle, Kingsland, Wotton, Bannatyne and Hanson.

    Madge Knox, backed by the developer Peter Allard of Graeme Hall Sanctuary fame, took this case all the way to the Privy Council in London and lost. So the fact that this lataest gambit is a test case speaks more to either Mrs Knox’s determination, refusal to admit defeat, last ditch effort to delay eviction from her family home, bad legal advice or a combination of any of the above. I sympathise with her because whatever money she had coming from the sale of the properties has probably long been spent in legal fees. She now has nothing to lose.

    Nevertheless, the legal eagles will look on with interest and she will at least make the legal history books.

  9. Jason

    Is it not true that many of the same lands were already expropriated by government for public housing, and that the government never paid for the lands?

    Is that true? Some people were talking on the beach last night and say that this is not uncommon in Barbados.

  10. West Side Davie

    Is Peter Allard a developer? What has he developed except to give the Nature Sanctuary to the people?

    What else has he “developed”?

  11. Pingback: Barbados Court Considers Dispute Over Land Valued At Almost One Billion US$ « Barbados Free Press

  12. honeybee

    I have been to the Nature Sanctuary which could be destroyed if the waterpark is put at Graeme Hall.

    Wasn’t Mr. Allard responsible for the establishment of a parrot preserve in one of the other islands?

    I guess you could call these bird housing developments.

  13. honeybee

    Biscoe you seem to know about the case. Where can we look to find out more? Has BFP got the facts wrong? I really want to see the details for myself.

  14. BFP

    Riddle Me This…

    Which Minister of Government lives on expropriated land?

  15. Biscoe

    Jason,

    If Government has acquired lands of Kingsland Estates for public housing and not paid that is deplorable except of course that KEL owes the Government over $7 million dollars in taxes etc. My understanding is that the lands were a small percentage of the total holdings of Kingsland.

    Honeybee,

    This case has been reported in the daily press, perhaps you can check their archives. BFP seems to be carrying the story from the Knox family perspective. Nothing wrong with that, since the Knoxes are being proactive in getting their side accross. But remember that they bring a certain bias to the “facts.”

    And does anyone really think that Mr. Allard is helping a poor old Bajan widow out of the goodness of his heart? There is a lot more to this (read financial gain) than meets the eye on both sides, but it is still a private family matter that is working its way through the court system. Unfortunately for Mrs
    Knox she has lost every step of the way so far.

  16. honeybee

    Biscoe, it sounds like everybody is out to skin this old lady. What did she do to derserve this? It does not sound anything like a private family matter to me. Who are the big people in the wings? Who are the bankers?

    Why was the old lady not paid what was her due and left in peace? She must have family who will help her.

    I will ask my relative who is doing law to find out what he can and I will get back to you on this. He knows who to ask and has contacts overseas too.

    The vultures must be circling.

    Matters like this never end well.

  17. Bajan George

    Quote: “….Deane family and their inablity to agree on which offer to accept….”

    Were the ‘offers’ based on reasonable market land valuations?

    Bajan George

  18. West Side Davie

    “If Government has acquired lands of Kingsland Estates for public housing and not paid that is deplorable except of course that KEL owes the Government over $7 million dollars in taxes etc.”

    According to that webiste the KEL company has not done bookkeeping in almost two decades, and the old lady want to see the books.

    Sound like de big squeeze to me! Wait for the old lady to die. Offer her relatives small amounts that look good to a poor people. An what is 7 million in taxes on a billion dollar of land? Nothing!

    This be robbery witout a gun.

  19. West Side Davie

    An which Minister of de Government live on expropriated land BFP? Say which.

  20. honeybee

    I am going to tell you which Minister. My reliable sources tell me that apparently the government did not only take the old lady’s land for public housing but used it for private development and Minister Gline Clarke’s car sleeps at one of the houses on the land at Lower Burneys which the government took from these people.

    The story goes that the family who owns the property was told to keep their mouths shut and do as they were told because they would never be the ones to get the permissions from the PM to do anything with their land so they should take whatever money they were given and go quietly. Most were too frightened to say no but the old lady refused. She asked to see the financial statements but has not seen them for 13 years. So she her children continue to fight for her rights and the powers that be fight back.

    The big people are very angry with her for not doing as she was told so as most Barbadians know, she has to pay.

    Biscoe, somebody deceived you. I do not know where you get your information but my relative tells me that everybody is talking about this story. It involves the most senoir business and political figures in Barbados and people are frightened to talk. A big bank is in it too.

    Thanks BFP. I cannot believe that I live here and do not know what is really happening around me.

    My relative says that, if this nonsense continues, Barbados may well end up looking like a Banana Republic to the rest of the world at a time when it least needs this type of publicity.

    I am praying for Barbados – God’s will be done.

  21. Harvard Girl

    Biscoe said “And does anyone really think that Mr. Allard is helping a poor old Bajan widow out of the goodness of his heart? There is a lot more to this (read financial gain) than meets the eye on both sides…”

    Perhaps you are correct Mr. Biscoe. Perhaps Mr. Allard is not helping the old lady because he is kind. Perhaps Allared is a low down crook seeking to feather his own nest on the back of an old lady.

    Perhaps Allard’s gift of the 12 million dollar Grame Hall Nature Sanctuary to the Barbados people is not altruistic. Perhaps it is a big phoney plot to make people think he cares about Barbados.

    Allard must be a very poor investor because his ROI return on investment so far for the Nature Sanctuary is not even a “thank you” from people like Biscoe. A priceless gift to the people of Barbados and all you can say is bad about him.

    Should be ashamed of yourself, Biscoe.

  22. John

    A possible answer and another couple of questions to add to Bajan George’s.”Were the ‘offers’ based on reasonable market land valuations?”

    They must have been because no books seem to have been kept so everybody, including the auditor, seems to be ignorant of the value of the company.

    So who did the valuations and stamped them reasonable?

    Who is the auditor?

    Hope it isn’t the same one as the one who acted for Plantations and Cotton Factory.

  23. felix b

    My understanding is that this is an oppression action. Most Bajans know what oppression and victimization are and most people cannot fight it. Well this old lady is fighting it.

    The case which went to the Privy Council was a tight legal argument of the preemptive shares which is whether the old Knox lady had the right to buy the shares of her brothers and sister in a family owned company or not. The Privy Council decided she did not have that right. Story done.

    The new case is a very distinct, separate and much wider action of oppression. Generally oppression actions contain points such as lack of information, no audited statements, no pursuance of monies for Government expropriated lands, leveraged buyout to disadvantage minority shareholder just to name a few of the points usually used in an action of this nature. All of these appear to be present in this action but we will wait and see what the courts decide.

  24. felix b

    BFP, the answer to the riddle is Minister Gline Clarke. He lives on land expropriated from Kingsland Estates Limited. And you have the evidence.

  25. Equality

    First of all, Madge Knox is certainly old, but she is NOT a widow. She is a divorcee and she was represented at her divorce by the late Tom Adams. However, from Martyred Madge’s perspective, it generates more sympathy for her if she is seen as being a widow.

    Martyred Madge as a director of Kingsland Estates Limited (between 1986 and 1995) brought two offers to the table for the shareholders to sell their shares, first to SBG and then to BSCH) both of which offers were in the same region as that from Classic. The directors’ (which included Martyred Madge) recommendation was accepted by the shareholders of Kingsland (including Martyred Madge).

    Mr. Allard has tried time and again to acquire the two adjoining beach front properties of Kingsland on Maxwell Coast Road. With the advent of Classic, who refused to sell the almost 2 1/2 acres to him for about US$1 million, he didn’t stand much of a chance.

    Martyred Madge had her case heard before the Judicial Committee of the Privy Council, which decided against her. One wonders when she will call the honesty of the Privy Council judges into question and make false assertions about their honesty as she has about certain members of the Barbados Government and judiciary.

    Finally, Martyred Madge’s case that she lost before the Privy Council was primarily against her siblings, who, with a single exception, are older than she – those that still live, that is. So maybe on that basis and the basis that all courts including the Privy Council, have rejected her case, it should be asked who the victims really are. Might it be that, far from being the elderly divorcee, Martyred Madge, it is those against whom she has gone financed by Allard?

    What do you think?

  26. ross

    Oh dear! What is this all about?

  27. Biscoe

    Oh dear is right Ross.

    This really is the sad tale of a hard working Barbadian man and his children failing to secure their legacy. It is a pity that none of the third generation were able to carry on and grow the family business.

    How often have we seen this in Barbados. We raise our children and grand-children to be better off and none of them, often despite better educations are able to continue the family business.

    Look around – no one continued from James Tudor or N.E. Wilson. Goddard Enterprises after three generations has no members of the family in the business. Leo Leacock gone and so is his business. When are we going to learn how to build entrepreneurial dynasties. All the talk and programmes designed to create Barbadian entrepreneurs will come to nought if we do not keep our children in the business. In this regard we can learn a lot from our Asian and Middle Eastern neighbours.

  28. Equality

    I don’t necessarily agree with Biscoe. In this case, the problem sprung from those that built the empire holding on to power and refusing to allow the very children that they had educated for the purposes of taking over to do what they had been educated for.

    There is a falacy. The old man in this case, Estwick Deane, retired when he was 54. He was merely a figurehead. Therefore, it is those who built the empire that destroyed it themselves. No second or third generation.

  29. Biscoe

    But the result is the same Equality, whether the children move on to something else or the parents hold on too long, the business does not survive. And I was not suggesting that the third generation destroyed the legacy in this case.

    Perhaps you can tell us how many of the Deane third generation were schooled in agriculture or business? I think the old ways of inheriting the land and continuing to work it in the same old ways are long gone. Look at what is going on at Brighton Plantation with new methods/marketing etc.

    From what you say my initial supposition that this is a classic ( no pun intended) case of greed is more accurate than I realized.

  30. Equality

    The days of sugar were clearly over and the generation that built Kingsland were not schooled in anything but sugar and tried to continue to act like old fashioned planters and they would not allow the youngter lot (schooled in business and law etc.) to lead the company in a different direction that capitalized on its assets. Thus, the company was fatally weakened. Those are the facts and not relevant to the central issue here.

    It was well known for years that Kingsland was for sale. It was only after Classic identified the opportunity and moved contractually that suddenly many armchair advisers came out of the woodwork and belatedly tried to cut themselves a share in things. That too is completely irrelevant, as is the discussion about the ability of Barbadians to build lasting dynsaties – and it is probaly a good thing that they seem unable to do so. Change is life.

    As I say, it is however all quite irrelevant to the central issue as the thrust of this whole debate (supposedly) is not the ability or lack of it to build empires, but the operation of the oppression remedy as taken from the Canada Corporations Act of 1975 and ensrined in the Barbados Companies Act Cap. 308.

    It also seems to me that there is a basic right here that was too long denied. That being the right to determine how one chooses to dispose of one’s assets. If you are in your 80s regardless of how you have run down a property, and you want to realize cash so that you can go into a retirement home and your sole asset happens, as in this case, to be shares in a company and, having finally found a willing buyer you agree to sell them the shares, how can it possibly be just for someone to come along one year after they rejected your offer to them and 10 months after you signed an agreement to sell and 8 months after they have had a copy of the agreement you signed and then hold everything up for 8 years? That is the scenario to be addressed. Those are the facts. The rest is mere gossip. Think laches, think acquiesence – think mala fides.

  31. Pingback: Gline Clarke Scandal Story Shatters More Barbados Free Press Records! « Barbados Free Press

  32. Rumplestilskin

    Tis a pity that the Deane family did not develop themselves, rather than now have others reap the rewards of the investments of their ancestors.

    Typical in Barbados. One set developing and reaping (raping?) the sweets of the land.

    As they say, money begets money.

  33. Kathy

    If the Deane majority shareholders were willing to accept a rock-bottom offer for their shares, why would they fight for years to resist a slightly higher offer from Mrs. Knox? It would have been more logical to accept the higher offer from Mrs. Knox, and avoid massive legal fees and a drawn out court battle; unless there was some unknown reason why the lower offer was more attractive than the higher one. The idea that a known Canadian nature sanctuary “developer” was possibly financing Mrs. Knox is totally immaterial. When I bought my house, the seller did not care from which bank or private individual I obtained my mortgage – he received his money, and that was that. Did Classic need any financing? With one sale of a fraction of the land at market value, Classic could pay the whole sale price for the shares, and the rest would be icing on the cake. The Deanes admitted to the Privy Council in an affidavit that their legal fees had not been paid. That means that their lawyers worked for years on credit, out of the kindness of their hearts, to protect assets supposedly worth very little from sale at a higher price. I find that incredible. The directors’ and majority shareholders’ determination to accept a lower price for their shares is similar to a decision of the government of Barbados to accept a high bid on a contract, refusing lower bids. Of course that would never happen, right?

  34. ross

    Rumplestilskin, I say there is more in this mortar than the pestle. Just read trueblue’s comments today on the topic
    Barbados Government Minister Gline Clarke – House and Mercedes On Expropriated Land

    Do you think those greedy, corrupt senior politicians walked away from this? One of them is now Chief Justice.

    Let the sunshine in.

  35. Confused

    Equality and Kathy

    You all got my head spinning.

    The only thing that seems to be real is the old lady and her courage.

    One of you or both of you are talking nonsense. If not, some old people were really rinsed out by the lawyers.

    It just makes no sense.

    Anyway, I guess it will all come out in the wash. Might even see a best seller.

    I am watching carefully as some major politicians seem to have been involved and from what I have seen on this site, they ain’t very sweet..

  36. common sense will tell you that whenever someone is willing to accept a lower offer rather than take the higher offer there is some sort of attractive incentive
    with the buyer. no one in their right minds would take a lower offer for their shares when they are being offered more, not in this day and age. (or they must really despise their own relative.)

  37. Anon- You come out of the blue with your comment, just so? “Confused” last wrote on Sep 20, so now you have me confuse.

    What you say seems true enough. Does it relate to some new aspect we should know about?

  38. Diana Braithwaite

    I chanced upon this website by mishap, having entered my Grandmother’s uncle Estwicks’ name into a search engine. I am trying to compile a family tree. However, having found Estwick and his siblings, I am having difficulty trying to locate my great grandfather James Deane, (my mum faithfully tells me that this was his name. Please forgive the impudence of intruding upon your site with this request. Is anyone able to point me in the right direction?

  39. Anonymous

    hi i love this