BELIZE CITY, Thurs. Aug. 1, 2019– Hon. Wilfred Elrington, the Pickstock area representative and Foreign Minister of Belize, appeared in the Supreme Court of Justice Courtenay Abel for a strange case involving Progresso Heights Limited, a real estate company. Elrington is a minority shareholder of the company, which deals in real estate. He represented himself and was assisted by his nephew, Orson Elrington, in the civil claim he brought against the company.
The case also includes the government’s Lands Registry, because there are a number of parcels of land on which there exists a caution, which prevents the company from selling those lands.
Progresso Heights Limited is a company that did a subdivision of some prized property in the Corozal District. Elrington and the company had a disagreement and their working relationship disintegrated, and at the time he reportedly had control of about sixteen land title documents that were being processed.
The majority shareholders said that Elrington refused to return the documents and the matter ended up at the CCJ. The CCJ ordered Elrington to return the documents, but he said that he was not able to locate them.
Elrington’s claim centers around the company’s alleged violation of its Articles of Association, because no annual general meeting (AGM) has been held and neither has the company appointed an auditor to go through its books, he said.
Progresso Heights was represented by attorney Eamon Courtenay, S.C., and attorney Pricilla Banner. The Lands Registry was represented by Crown Counsel in the Solicitor General’s office, Agassi Finnegan.
The court heard testimony via video link from Lawrence Schneider, the company’s principal director.
After the hearing, Elrington made comments to reporters. One suggestion to him was that he is a litigant as well as a shareholder of the company, and he is also his own defense attorney, which makes for an unusual set of circumstances.
Elrington agreed that it is an unusual set of circumstances, before adding, “You can’t be paying out the company’s money just like that, and immediately they said we have to get our own attorneys because you’re threatening us.
“Corporate law is not the easiest thing, and many people don’t fully grasp the import of what is being said, you see, and many times people just dismiss it. But if the articles which govern the company say that only the company, in a general meeting, can appoint auditors, any auditor appointed outside of that provision is acting unlawfully, you see what I mean?
“And if a company doesn’t authorize you to sell its land and you engage in the sale of its land, even though you are a director, you are acting unlawfully, without the authority of the company.”
Elrington said he tried to explain to them that they were “not acting properly.”
Elrington said the majority shareholders are working in the United States and he is in Belize.
“How can I know what they are doing? There is absolutely no way of me knowing what they are doing, and I am of course busy, engaged with politics and my own business, and when I got wind of what was transpiring, I met with them in Miami…,” he said.
Elrington was asked about the company’s responsibility to hold AGMs, which they haven’t done since 2003.
Elrington replied that Schneider is a company man, that he has been running companies in the United States for 25 years and in Belize for 20 years.
In making his point about the holding of AGMs, Elrington used Belize Telemedia Limited (BTL) and Holy Redeemer Credit Union (HRCU) as examples. He said that every year BTL and HRCU hold AGMs, so he couldn’t understand how a seasoned American who claimed that he is a real estate developer doesn’t know he should hold one.
Justice Abel has reserved judgment in the case, which he will deliver after additional written submissions are made. Elrington has another case with Progresso Heights at the Court of Appeal.