Progresso Heights Limited, a real estate company is suing Wilfred Elrington, who was a minority shareholder in the company for putting cautions against their properties. As a result, preventing them from selling the properties. Today, the court heard submissions from both sides in the matter. In his submissions, Elrington did not address the matter of cautions instead, he told the court that the company is not properly before the court. Elrington spoke to the media about his defense.
Hon. Wilfred Elrington, Defendant: “We are saying that it is not Progresso Heights that is in front of the court, it is the same directors who have been dealing with the assets of the company without authority. There are only three ways in which directors can properly deal with assets of a company, because it’s not theirs it’s the company’s. One they have to have authority from the articles of association. Two they have to have authority from the board of directors or three they have to have authority from the general meeting. In the case of the board of directors and the general meeting they’re authority is evidenced by resolutions, they have to show resolutions in court because a company is separate and apart from its members. Nobody can do anything on behalf of a company without authority and they have to be able to show that authority. The case has closed and the other side has not shown a single resolution. They are saying that ,Mr.Shnider had said that he had authority to speak on behalf of the company by virtue of the provisions in the articles of association but again the article of association gives him no such authority. The directors should have held a meeting, passed a resolution authorizing them to start the case, that was not done and because that was not done that is a fatal blow.”
Eamon Courtenay, attorney for the plaintiff said that in 2010, Elrington wrongfully put cautions against properties belonging to the company.
Eamon Courtney, Attorney at Law: “Mr.Elrington in a flight of fantasy argued to the court that in fact there was no resolution for us to bring the claim so the court tried it’s best and it failed, regrettable, to get Mr.Elrington to focus on what was before him in court which was whether or not the cautions were lawfully there. I had to make very strong submissions to the judge this evening because Mr.Elrington spent the better part of three hours submitting to the court that in fact the claim was not authorized when in truth and in fact Mr.Elrington knew and I said to the court that he deliberately mislead the court with intent to deceive the court that there was no such authorization. We produced to the court an affidavit which Mr.Elrington had in his file which exhibited a resolution made in 2015, the year prior to the claim being brought in which the company authorized the bringing of the claim. So Mr.Elrington’s argument in our opinion is absolutely baseless, it is misconceived.”