(April 21, 2010) The Court issued its ruling in the case of the Belize Citrus Growers Association Investment Company Limited (BCGAICL) vs. Citrus Products of Belize Limited, Henry Canton, Banks Holdings Limited, Frank Redmond and Michael Duncker. In her determination the Hon. Madam Justice Minnet Hafiz-Bertram found the following:
"In my view, the Claimant being desirous of removing Henry Canton, Michael Duncker and Frank Redmond and to replace them with Rosella Zabaneh, Denzil Jenkins and Antonio Zabaneh, had an absolute right pursuant to Clause 9(1) of the Amended Investment Agreement to inform the Directors by the letter dated the 10th day of July 2009 that the Claimant had properly exercised its right to remove them as Directors of the CPBL."
"Accordingly, I disagree with the Second Defendant (Henry Canton) that he was duly appointed by the First Defendant (BCGAICL) as a director of that Company and can only be removed as a director of the Company in accordance with Articles of Association of that Company" "Further, the court cannot help noticing the confusion which was created as a result of necessary amendments that had to be made to the Articles of Association to incorporate the Investment Agreement. The Company, Citrus Products of Belize Limited ought to seriously scrutinize the Articles of Association, the Initial Investment Agreement and the Amended Investment Agreement and make the necessary amendments to the Articles of the Association."
"Before addressing these provisions, I must consider the argument by the third Defendant (Banks Holdings Ltd.) that his matter should have been submitted to Arbitration pursuant to Clause 30 of the Investment Agreement and so the Claimant (BCGAICL) is therefore precluded from pursuing this claim. In my view, Clause 30 is not applicable to the dispute before the court. The Claimant is therefore, not precluded from pursuing this claim.
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 10th 2009. In the case of Dr. Henry Canton the ruling is clear that BCGAICL does not have to appoint him and did in fact remove him by letter dated 10th day of July 2009. Further the Court's comments on the need to clean up the articles of CPBL is further testament that those individuals who were instrumental in crafting and spearheading the Investment Agreement by not fully and properly implementing agreed recommendations put forward by the Committee of Five has forced the CGA to incur much cost to ensure that the rights of Growers under the Investment Agreement are preserved.
In the case of Banks Holdings Ltd. the Court findings clearly demonstrate that Banks Holdings decision to undermine and not respect the rights of the CGA and its members in appointing its directors was contrary to the Investment Agreement. The allegations made by Banks Holdings in the media and in their petition to the Court, that this was a matter for arbitration and that the CGA was going against the Investment Agreement by referring this matter to the Court, was totally rejected. Also Banks Holdings' comments in the Barbados press that the CGA was acting contrary to the Investment Agreement by removing Henry Canton as a director and taking this matter to the Court is now baseless.
The CGA and its members look forward to continue exercising their rights under the Investment Agreement and to providing the proper governance required to develop both the producer and processing capacity of our Citrus Industry.