Highlights — 20 September 2013 — by Kareem Clarke
Banks Holdings and CPBL back in court

This time a settlement is reached

After being delayed for several months, the case between Banks Holdings Limited of Barbados and the Belize Citrus Growers Association Investment Company Limited and Citrus Products of Belize Limited reached trial before Justice Rita Joseph Olivetti in the Belize Supreme Court yesterday, Monday, September 16.

Although the litigation is now set for trial, any arguments by both sides have been put on hold. Yesterday afternoon, after half a day’s adjournment, Senior Counsel Andrew Marshalleck, who represented Banks Holdings Ltd., informed the court that both sides have agreed on a settlement to quash the dispute between them.

The dispute arose over three points of contention: (1) the appointment of a chairman to the CPBL Board of Directors; (2) the method by which decisions of the board are taken; and last but certainly not least, (3) the questionable management of the company, under the leadership of CEO Dr. Henry Canton, who has reportedly been repeatedly accused of bad faith and poor management, yet citrus growers have been unable to remove him from his seat.

Neither side was willing to speak on record as they left the court as to the substance of the settlement or even the nature of the dispute itself. However, Derek Courtenay, the attorney for Banks Holdings Ltd., entered a motion during the court session suggesting that they wanted relief on the matter of possible arbitration of the dispute, which is allowed by the terms of the Investment Agreement.

The agreement states that where there is a material dispute, which is defined as a problem that is not resolved within 45 days of its inception, relief is entitled. Courtenay asked Justice Olivetti to make a declaration that the nature of the dispute and the surrounding circumstances are such that it would result in the decimation of CPBL.

This claim was emphatically rejected by the other side, which was represented by Senior Counsel Eamon Courtenay. Their belief is that the court has no jurisdiction to make such a declaration. He further added that there is absolutely nothing that prevents the two sides from going to arbitration under the terms of the Investment Agreement.

At that time, the court asked both sides to meet in his chambers. After about an hour, they emerged, only to diverge into separate meetings, after which Derek Courtenay asked for further adjournment, and that was when the settlement was announced.

Banks Holdings Ltd. and the Belize Citrus Growers Association Investment Company Ltd. have been at loggerheads over the management of CPBL since 2010, when there was an unsuccessful attempt to oust Canton as CEO of CPBL. CPBL is the principal processor for the tons of orange and grapefruit delivered annually by farmers from around the country, to be made into juice and other citrus products.

An initial investment agreement was signed between the two parties in 2006 and amended in 2007. Conflict between the two parties first arose in 2010 over the status of Canton. Since then, it has deepened to the point where, according to attorney for BHL, Derek Courtenay, the two sides have not even been able to agree on things as straightforward as the appointment of a chairman for meetings.

Further information indicates that the two sides need an extraordinary general meeting simply to appoint an auditor for the company.

ICL is reportedly close to an agreement to possibly buy out Banks’ shares in the company, but neither side was willing to confirm that. Both sides have undertaken to get the matter resolved within 21 days, or the case comes back to court.

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