Bruce Wong Ken v David Fullwood and Others

• Jurisdiction: Jamaica
• Judge: Straw J
• Judgment Date: 06 April 2011
• Judgment citation (vLex): [2011] 4 JJC 0601
• Court: Supreme Court (Jamaica)
• Docket Number: CLAIM NO. HCV05079/2010
• Date: 06 April 2011

IN THE SUPREME COURT OF JUDICATURE OF JAMAICA

CLAIM NO. HCV05079/2010

BETWEEN

BRUCE WONG KEN

CLAIMANT

AND

DAVID FULLWOOD

1 ^ST DEFENDANT

AND

KARL GRAHAM

2 ^ND DEFENDANT

AND

FULLGRAM SOLUTIONS LTD

3 ^RD DEFENDANT

Mr. Conrad George and Ms. Natoya Boyd instructed by Hart Muirhead and Fatta for the Claimant

Ms. Simone Mayhew and Ms. Shauna Kay Carter instructed by Harrison & Harrison for the Defendants

Section 213a of the Companies Act; Interim Declaration; Mareva Injunction

Straw J

1 Mr. Bruce Wong Ken, the claimant has brought an action against the defendants, Mr. David Fullwood, Mr. Karl Graham and Fullgram Solutions Limited for relief pursuant to Section 213A of the Companies Act. He is seeking inter alia a declaration that he is entitled to 331/3% share in the company, Fullgram Solutions Limited, and an order appointing himself or his nominee director of the company.

Both Mr. Fullwood and Mr. Graham are the directors of the said company that was registered on March 2, 2010.

2 The application before this court is one for interim relief by the claimant pending the determination of the issues at trial.

He is requesting an interim declaration by virtue of Rule 17.1 (1) (b) that he is entitled to 331/3% share in the company and pursuant to that declaration, other interim relief and/or in the alternative, an injunction to restrain the directors from dealing with the assets and funds of the company except to pay bona fide expenses and removing, altering, disposing or destroying documents relating to the affairs of the company without the applicants” approval in writing.

3 He is also requesting that one Mr. Kenneth Tomlinson be appointed receiver manager of the company and that he be paid US$75,000.00 representing outstanding director's fee for June to October 2010 and thereafter the sum of US$15,000.00 monthly from November 2010 until the court has made a final determination of these proceedings.

4 The issues in dispute are whether firstly, Mr. Wong Ken has locus standi to request any relief under Section 213A of the Companies Act. If so, whether this is a proper case to grant any injunctive relief by virtue of the said Section 213A or, in the alternative a freezing order/injunction in relation to the company's assets.

The Relevant Facts

5 The facts reveal that the applicant and the first and second defendants were contemplating a business relationship in which all three would be directors of the third defendant with each holding 331/3% shares. This is evident in the e-mails that passed between the applicant, the first and second defendants, as well as the attorneys for the third defendant.

6 All three parties, the applicant and first and second defendants were expected to inject US$150,000.00 into the third defendant company consisting of equity of US$75,000.00 and directors” loan of US$75,000.00.

The applicant injected US$60,000.00 on March 24, 2010. The company had already been registered on March 2, 2010 with the first and second defendants listed as shareholders and directors.

7 For reasons that are a mystery to the applicant but stated by the second defendant to be disquiet with the role to be played by one Dr. Thomas in the company, the relationship between the parties deteriorated in late April 2010. The applicant was neither appointed a director nor assigned the said quota of shares.

8 Mr. Conrad George, counsel for the...