Re Caribbean Paper Recycling Company Ltd

• Jurisdiction: Jamaica
• Judge: BROOKS, J.
• Judgment Date: 07 September 2006
• Judgment citation (vLex): [2006] 9 JJC 0701
• Court: Supreme Court (Jamaica)
• Date: 07 September 2006

IN THE SUPREME COURT OF JUDICATURE OF JAMAICA

CIVIL DIVISION

Mr. Kent Gammon instructed by DunnCox for the Petitioner.

Caribbean Paper Recycling Company Limited not appearing or being represented.

COMPANY LAW - Sale of shares

BROOKS, J.

1 Mr. Stephen Lalino has petitioned that this court finds that the affairs of Caribbean Paper Recycling Company Limited ("the Company") are being conducted in a manner which is oppressive or unfairly prejudicial to him as a director and minority shareholder. He seeks one of two means of relief; firstly that the Court orders that the two majority shareholders or either of them, purchase his share in the Company, or secondly that the Company be wound up.

2 Mr. Lalino has however provided very little information about the Company or those shareholders, and curiously, he has not paid for the share which he alleges was allotted to him.

3 Background Facts

4 The information provided to the court was contained in an affidavit by Mr. Lalino, sworn to on 6th October, 2005. In it he states that he, Mr. James Orioli, and Mr. Phillip Corrigan were the first shareholders and directors of the Company. The Company was incorporated on 4th July, 2003. One of its main objects was to carry on the business of waste paper recycling. Though there was some inconsistency in the mathematics outlined in the affidavit. Mr. Lalino states that the authorised share capital of the Company was $999,999.00 divided into 3 ordinary shares and that these three shareholders were issued an equal number of shares, that is one each.

5 Mr. Lalino has, by his admission, not paid for his share. It is not clear from his affidavit whether there was a formal call by the company for the payment of shares, but apparently this non-payment was the source of some dispute between the three shareholders. He asserts that he has received no formal communication from the company on the matter.

6 What eventually transpired was that there was a "gradual breakdown in the relationship" between him and the others. He deposes that, contrary to their agreement, he has been excluded from the management of the operations and day to day running of the Company". He also deposes that:

"Despite "several requests from me as well as my Attorneys-at-law I have not been provided with any information on the financial affairs of the Company and in particular I have not been allowed access to or provided with copies of the Company's financial records, accounts or statements or any other business records....

There were never any shareholders' or directors' meetings of the Company that I was called to attend....

I was removed from the Company's mailing list, the password was changed so that I could no longer access the Company's emails and I have been denied access to the Company's premises....

Phillip Corrigan and James Orioli have excluded and continue to exclude me from any share in the conduct of the Company's business or in the distribution of its profits and have refused to provide me with any Company records." (Paragraphs 13 (f), (g), (h) and 14)

7 The Application

8 Based on that situation Mr. Lalino asks that the court finds, pursuant to Section 213A (2) of the Companies Act, 2004 ("the Act"), that the "business or affairs of...