Today the Court of Appeal comprising Chief Justice Archie and Justices of Appeal Bereaux and Smith dismissed the appeal of the Appellants, all former members of the Board of Directors of the University of Trinidad and Tobago, against the judgment of Justice Kokaram whereby they sought to have the cases brought against them by the University dismissed.
Civil Appeal No. 104 of 2014. Civil Appeal No. 099 of 2014. DR. RENE MONTEIL GISELLE MARFLEET SCOTT HILTON CLARKE ERROL PILGRIM vs THE UNIVERSITY OF TRINIDAD AND TOBAGO
Today the Court of Appeal comprising Chief Justice Archie and Justices of Appeal Bereaux and Smith dismissed the appeal of the Appellants, all former members of the Board of Directors of the University of Trinidad and Tobago, against the judgment of Justice Kokaram whereby they sought to have the cases brought against them by the University dismissed. The Court of Appeal ordered that the Appellants are to all pay the costs of the University. At the hearing today Dr. Rene Monteil withdrew his appeal against the decision of the learned Trial Judge.
The Court of Appeal found no merit in the arguments of the other Appellants that the Judge was wrong in refusing to strike out the actions and the Court held that there was more than enough evidence before the Court produced by the University to justify the action proceedings to trial.
On the 11th April 2014 Justice Kokaram delivered a written judgment dismissing the applications of the Defendants seeking to have the case against them struck out.
The Defendants are former members of the Board of Directors of the University of Trinidad and Tobago (“UTT”). The first Defendant was UTT’s former President. For the most part these Defendants were members of the UTT Board over the period 2005 to November 2010.1 The present Board of UTT resolved recently in 2012, after conducting a legal and financial audit of UTT’s affairs, to commence an action against these directors for breach of their fiduciary duty and failure to exercise care, diligence and skill in the management of UTT’s business affairs under section 99 of the Companies Act Chap. 81:01 and as a fiduciary in relation to two transactions. The first transaction was the entering into (and maintaining) a sub lease with Consolidated Services Limited (CSL) for a five year renewable lease for a residential/resort complex in Aripo (“the Aripo facility”) at a monthly rental of TT$50,000.00.
UTT contends that this sub lease was defective and that the Defendants failed to carry out any due diligence searches before entering into this transaction. Further during the term of the sub lease they were advised by its legal department to terminate the sub lease as a result of the discovery of alleged defects in its title. The Defendants failed to terminate the lease. UTT as a result of the Defendants’ alleged failure to act prudently, seeks the return of the sums of money paid in rental and for the cost of operating the Aripo facility for the duration of the term. This sum totals $10,899,999.10.
The second transaction relates only to the first Defendant. This transaction involved the accommodation of two guests at the Aripo Guest House, Spiritual Advisor of former Prime Minister Patrick Manning, Reverend Juliana Pena and her companion. It is contended by UTT that the first Defendant in breach of his fiduciary duty instructed that those persons be accommodated there in the absence of any Board resolution approving UTT rates for those persons or approving of their accommodation in the said Guest House of personal guests of Board members, or accommodating visitors with no connection to UTT. The first Defendant paid for the accommodation personally and had those persons been charged the normal visitor rates it would have resulted in additional income to UTT of TT$126,393.00. As a result of the loss sustained on these transactions UTT claims declaratory relief that the Defendants are in breach of their fiduciary duties.
The Judgment of the Court of Appeal now clears the way for the University to pursue this action to trial before the Court whereby the Defendants must now give evidence to justify their actions. The decision of the Court of Appeal also clears the way for the University to pursue the orders for costs made against the Defendants which may run into the hundreds of thousands of dollars.