Court strikes out lawsuit to boot banana growers’ directors

FIVE MEMBERS of the All Island Banana Growers' Association Limited (AIBGAL), who are among nine former and present board directors who were being sued by the organisation over their appointment, have succeeded in getting the lawsuit thrown out.

The five defendants – Osbert Johnson, Frederick Morgan, Marvel Chambers, Hermine Campbell, and Kenneth McLaughlin – who were contending that a group of directors had no authority to bring the claim in the name of the association, triumphed after the Supreme Court upheld their strike-out application.

Last September, the association filed a claim against the nine defendants, who also include Byron Henry and Glendon Harris, arguing that since June 2021, they had breached the memorandum and articles of the association and had also flouted the provision for appointment of directors.

However, the other two directors, Seymour Webster and Winston Crosdale, had asked for their names to be removed from the lawsuit, claiming that they had stopped attending meetings and that there was a motion in 2020 for their names to be scratched from the directors' registry.

The association was seeking 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. It also wanted the election of the defendant declared ultra vires and of no effect.

The association had claimed that the defendants failed to recognise its three lawfully appointed area council directors, who were elected in St Mary on June 24, 2021, and could not properly appoint any incoming directors for the remaining area councils in Portland and St James, which have not met because of COVID-19 restrictions.

It also averred that the association has not had a duly constituted annual general meeting (AGM) since 2018 and that the only duly constituted board of directors comprised the continuing membership board from 2018 and the three new area council directors.

General Manager of the AIBGAL Donald Elgin, in his affidavit, had maintained that the applicants 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.

However, the applicants countered that the notice of application for the court orders were filed without the authority of the association.

They further argued that the resolution, which purportedly authorised the bringing of proceedings, was not valid because at least two of the so-called directors who sanctioned the resolution and the notice of application were not properly appointed as their election at the St Mary Area Council meeting did not properly constitute the board.

Justice Andrea Pettigrew Collins, in striking out the claim, found that “ ... the resolution passed which purported to permit the bringing of this claim was not in all the circumstances a resolution passed by the board”.

She also agreed that the board of directors meeting at which the resolution was passed was not valid, nor was the resolution passed in accordance with the provisions of the Memorandum and Articles of Association.

The judge further concluded that in light of the circumstances, the court had no alternative but to strike out the claim.

In the meantime, attorney-at-law Mark-Paul Cowan, who represented Johnson, Morgan, Chambers, Campbell and McLaughlin, said that although his clients are happy with the outcome, they are amiable to meeting with the aggrieved parties to find a way to get the association operationalised and “get things moving”.

Attorney-at-law Tedesha Cowell represented Crosdale and Webster, while Cavelle Johnston appeared for the claimant.

tanesha.mundle@gleanerjm.com