William Edgecombe Plaintiff/Appellant v St. Lucia Coconut Growers Associantion Ltd The Hon. Ira D'Auvergne Johannes LEONCE Harry Atkinsn Rene Raveneau Nugent Dennehy Defendants/respondents [ECSC]
| Jurisdiction | St Lucia |
| Judge | BISHOP, J.A.,Chief Justice |
| Judgment Date | 25 January 1988 |
| Judgment citation (vLex) | [1988] ECSC J0125-1 |
| Docket Number | CIVIL APPEAL NO. 11b of 1986 |
| Court | Court of Appeal (Saint Lucia) |
| Date | 25 January 1988 |
IN THE COURT OF APPEAL
The Hon. Sir Lascelles Robotham – Chief Justice
The Hon. Mr. Justice Bisphop
The Hon. Mr. Justice Moe
CIVIL APPEAL NO. 11b of 1986
Dr. F. Ramsahoye, Q.C., and Mr. O.W. Larcher for the Appellant
Mr. V. Cooper for Respondents No. 1,2,3,5 and 6
Mr. T. Cozier for Respondent No. 4
In 1953, the directors of C.G.A. decided that the company ought not to mainly market the copra produced by the coconut growers but ought also to be concerned in the processing of the copra. C.M.L. was formed.
From the start and for some time thereafter, the majority of directors on the Board of C.M.L. were coconut growers with on interest in the success of the coconut industry.
Some 20 years or more after the formation and when the majority of directors on the C.M.L. Board were not coconut growers, the interest in the production of copra for marketing and processing became subordinated to the purchase (from extra-regional sources) of soya and corn oils for processing. Copra remained unsold and piled up in the hands of coconut growers, to the detriment of the coconut industry.
The shareholders of C.G.A. gave the directors a mandate to take steps that would, in effect, save the production and processing of copra. In other words, to ensure a return to the position when there was a majority of coconut growers on the Board of Directors of C.M.L.
In pursuance of the mandate, C.G.A. transferred to each of five of its directors, 100 shares in C.M.L. They were thus made, not directors, but eligible for membership of the Board of Directors of C.M.L. (comprising 7 directors).
(William Edgecombe as a director of C.M.L. had signed the share certificates or a share certificate). Each transferee was required to sign a blank transfer to C.G.A. which, in effect, made him a trustee of the said shares, for the C.G.A.
The transferees were directed by C.G.A. how to vote on the Board of C.M.L.
C.M.L. Board of Directors now had a majority of coconut growers with on interest in the success of the coconut industry, among its members.
In the early 1980s, as a result of (a) hurricane damage (b) disease and (c) ageing trees, the coconut industry was severely affected. The production of copra dropped significantly. The very existence of C.K.L. was in jeopardy.
Fearing the company's demise, the shareholders of C.M.L. authorised incentive payments from its funds, in 1983 and 1984, to coconut growers, with the intention and hope of restoring production of copra to economically worthwhile levels.
The policy of incentive payments was never challenged or opposed and indeed there was a period in 1983 where William Edgecombe was Chairman of the Board of Directors of C.M.L. which included four of the five transferees.
By 1985 there was noticeable improvement in the tonnage of copra produced; and further improvement was anticipated for 1986 to a level near to that required for C.M.L. to break even. This improvement prevented the feared demise of the company and allowed it to earn money, pursuing the purpose of its formation.
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