Glennis Marlon Mills v Caribbean Resorts Ltd
| Jurisdiction | St Vincent and the Grenadines |
| Judge | Henry, J. |
| Judgment Date | 19 September 2020 |
| Judgment citation (vLex) | [2020] ECSC J0722-2 |
| Date | 19 September 2020 |
| Docket Number | SVGHCV2015/0099 |
| Court | High Court (Saint Vincent) |
THE EASTERN CARIBBEAN SUPREME COURT
IN THE HIGH COURT OF JUSTICE
SVGHCV2015/0099
and
Mrs. Zhinga Horne Edwards legal practitioner for the claimant.
Mr. Stanley John Q.C. with him Ms. Keisal Peters of Elizabeth Law Chambers, legal practitioners for the defendants.
The circumstances which give rise to this claim are increasingly commonplace as disputes over division of matrimonial property spawn prolonged legal battles which sometimes involve third parties. The main players in this matter are one such former spouse and two corporate entities in which the ex-husband is a director. Ms. Glennis Mills and Mr. Vidal Browne were divorced in 2003. During happier times, they jointly acquired a number of assets including shares in multiple corporate entities. Ancillary proceedings were protracted. Consequently, in 2010, Ms. Mills and Mr. Browne were still embroiled in the final stages of divorce proceedings for division of their matrimonial assets.
Around the same time, Ms. Mills took legal action against the companies Island Holdings Limited (‘IHL’), Young Island Resorts Limited, St. Vincent Manufacturing Company Limited (‘SVGML’) and Caribbean Resorts Limited (‘CRL’) in which Mr. Browne was a director and/or shareholder. CRL carries on business in the State of Saint Vincent and the Grenadines (‘State’) under the name of Mariner's Hotel. Ms. Mills claimed in those proceedings (‘the 2010 claim’) inter alia that the companies' businesses were being conducted in an oppressive manner towards her and in a way which unfairly disregarded her interest as shareholder and director respectively. She indicated among other things, that she was interested in full ownership of CRL and all of its assets.
In 2011, the former couple finalized and executed a settlement agreement and a consent order regarding those two separate but related proceedings 1. Mr. Browne represented IHL, SVGML and CRL as their director and signed the agreement in that capacity on their behalf. In respect of the ancillary matrimonial proceedings, he signed it in his personal capacity.
The agreement provided that IHL ‘transfer three (3) acres more or less of land situate at Villa adjacent to the Mariner's Hotel’ (‘the subject lands’) to Ms. Mills, in consideration of “the parties’” mutual agreement to resolve their disputes and differences. A consent order was made by the Court 2 incorporating the terms and conditions in the agreement. A vesting deed (No. 2599 of 2011) referable to the subject lands was subsequently executed and registered. Ms. Mills claimed that before the transfer was made to her, CRL and the French Verandah Inc. (‘TFVI’) 3 had used rent
She alleged that she did not object to them continuing to do so after she became the owner of the land and requested that they pay her rent for such use. Ms. Mills claimed that her repeated requests for payment of rent were unsuccessful and as a result she gave TFVI notice to quit. She contended that CRL and TFVI are trespassers since their tenancy at will has been terminated. She filed this claim 4 against CRL trading as Mariner's Hotel 5 and TFVI. She sought possession of the disputed lands; an injunction to restrain CRL and TFVI from trespassing on the disputed lands; mesne profits; interest and costs.
CRL and TFVI maintained that Ms. Mills does not own the areas of land which they occupy as a parking space and for signage purposes. They contended that they have acquired an interest in the subject land by adverse possession, having occupied it since 2003. They asserted that they carried out significant improvements on the disputed lands and have acted to their detriment in this regard. They submitted that it would be unjust and unconscionable for Ms. Mills to claim a beneficial right of ownership of the disputed lands and deny them proprietary rights to it. They insisted that the disputed lands have become a part of their property and that Ms. Mills is estopped from denying this. They deny that they are trespassers or that Ms. Mills has suffered any loss or damage. They contended further that Ms. Mills' claim is statute-barred.
The defendants claimed a declaration that Ms. Mills is not entitled to possession of the disputed property; a declaration that they are entitled to possession as owners and to maintain their signage on the knoll; an injunction restraining Ms. Mills from trespassing on the disputed lands and costs. I have found that Ms. Mills owns the disputed land and is entitled to mesne profits from CRL and TFVI.
The matter came on for trial on 6 th March 2018. The parties were directed to file submissions as to whether the disputed lands were included in the referenced vesting deed, on the effect and import
The issues are:
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1. Whether the disputed land is included in the property conveyed to Ms. Mills by Vesting Deed No. 2599 of 2011?
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2. Whether the principle of res judicata or merger is applicable to the present proceedings in light of the Release, Discharge and Settlement Agreement and consent order?
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3. Whether Ms. Mills' claim is statute-barred?
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4. Whether enforcement proceedings under the CPR or a fresh claim is the appropriate avenue for addressing the matters arising from the consent order and the Release, Discharge and Settlement Agreement?
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5. Whether the defendants have trespassed on Ms. Mills' property?
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6. To what remedies is Ms. Mills or the defendants entitled?
Ms. Mills was adamant that the disputed land was conveyed to her by the Vesting Deed. CRL and TFVI were equally resolute in their contention that the disputed land is excluded from the Vesting Deed. In like manner, their respective evidentiary accounts contrasted.
Ms. Mills testified that she is the registered owner of the subject lands by virtue of Vesting Deed No. 2599 of 2011. She averred that the subject land ‘is described’ on survey plan G3078. Ms. Mills acknowledged that before she became the owner the subject lands were owned by IHL, a company in which she and Mr. Browne held shares and were the sole directors. She attested that about 4,687 sq. ft. of the subject lands was used by CRL and TFVI as a parking area for premises which serve as a CRL's hotel business (Mariner's Hotel) and TFVI's restaurant business. She stated that their signage was placed on another part of the subject lands, described as the knoll.
Ms. Mills indicated that the property was surfaced with concrete as a parking facility in the early 2000s. She recalled that before that that the signage for Mariner's Hotel was located on a wall at the boundary to the hotel. She testified that at the time the area was developed into a parking facility she was not involved in and had no knowledge of CRL's, TFVI's or IHL's business dealings.
Ms. Mills averred that in or about July 2006 she saw an advertisement in a local newspaper for planning permission to build on lands belonging to IHL. She stated that although she was a shareholder and director of IHL, before she saw the newspaper publication, she had no knowledge of the plans to build or the application for planning permission. She said that she was not prepared to allow Mr. Browne or the companies to continue to disregard her interests in IHL, its subsidiaries and other investments. She therefore applied for and was granted an injunction against Mr. Browne (in the divorce proceedings) to restrain him from erecting any hotel or proceeding with any development on lands owned by IHL.
Ms. Mills averred that she believed that IHL gave CRL and TFVI permission prior to 2011 to use the disputed property. She added that IHL, CRL and TFVI act through Mr. Browne their director and shareholder. She testified that when CRL and TFVI started using the disputed property for parking and signage in the early 2000s, Mr. Browne controlled those companies. Ms. Mills testified further that she came to own the subject property by virtue of a release, discharge and settlement agreement and related consent order which emanated from the divorce proceedings and the 2010 claim.
She indicated that she wrote to CRL and TFVI by letters dated January 2 nd, 2012, 24 th August 2013, 5 th September 2014 and 14 th November 2014 seeking rent for their use of the disputed property. She stated that her lawyer wrote to them again in April 17 th, 2015 for rent for the period June 2011 to April 2015 and demanding that they stop using the disputed lands within 30 days of the date of the letter. She averred that she believed that the disputed property could fetch approximately $2,200.00 and $300.00 per month respectively as a parking facility and signage knoll.
Mr. Browne testified that CRL was encountering some difficulties due to a lack of adequate parking space for patrons and visitors to the hotel...
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