The High Court of the British Virgin Islands in Tortola in a judgement this week ruled that Ms. Sheila McCaffrey, one of the pioneers of petroleum exploration in Belize, is entitled to sit on the Board of Directors of INE, the parent company of BNE, but cannot force INE to buy her shares.
Ms. McCaffrey took to the courts after her colleagues at INE suspended her from the company and cut off her benefits.
The directors accused her of stealing $18,000 belonging to BNE from the company she helped to establish, and have called on the police in Belize to take action against her.
The court found that there was no power conferred on the board of Directors in INE’s operating agreement to suspend a director. On that basis the court declared that Ms. McCaffery had not been validly suspended.
The court, however, flatly rejected her claim that the company had a duty to buy her out, or that either of the other two directors, Susan Morrice or Tony Quinn, could be legally forced to do so.
In an interesting twist the court also found that Mr. Tony Quinn had not been validly appointed as a Director of INE.
This finding was based on the court’s decision that INE’s operating agreement did not permit such an appointment to be made by the Board.
The court also refused Ms McCaffrey’s other application, for INE to bring a claim against directors Morrice and Quinn.
McCaffery is not the appropriate person to bring such a claim, the judge ruled, and moreover, it would not be fair to the hundreds of shareholders of INE without giving them an opportunity to make known their views to the court.
The court gave special specific consideration to the evidence of Ms. McCaffery that Tony Quinn had proposed a scheme for “creaming off profits” from BNE and other scams.
The court found that this evidence had been presented in an attempt to blacken the reputation of Mr. Quinn.
INE’s attorney, John McDonald, Q.C. observed that with this threat to INE’s finances and existence removed, INE would not turn its attention to addressing the concerns reflected in the judgement to look after the best interests of the members of INE, high among them – the need to pay a dividend to the investors who are members of the company.