THE case involving Harlequin Resorts (St. Lucia) Ltd., where creditors (petitioners) are calling for a petition to wind up the company, will come up again in the High Court later this month.
However, this time it will not be for the continuation of arguments, since the court has already sided with the creditors and given the go ahead for the liquidation of the company, but for the court appointed liquidators to present an initial report.
The matter, which was heard in the Commercial Division of the High Court, was all about a petition to wind up the company.
High Court judge, Cadie St Rose-Albertini, just over a month ago, ruled that Harlequin Resorts (St. Lucia) Ltd., Company No. 2001/C469, be wound up pursuant to Section 385 (c) and (e) of the Companies Act and appointed Brian Glasgow and Craig Lawrence Waterman of KPMG as joint liquidators of the company with immediate effect.
The judge further ordered that costs in the sum of $7,000 be awarded to the Petitioners to be paid out of the liquidation estate and that any act required or authorized to be done under this Order or by the Act may be done by one or both of the persons appointed.
The judge also said that the Joint Liquidators, in discharging their obligations shall be empowered to carry out the following functions: (a) Bring or defend any action or other legal proceeding in the name and on behalf of the company; (b) Carry on the business of the company, so far as may be necessary, for the beneficial winding-up thereof; (c) Appoint an attorney-at-law or other agents to assist them in the performance of their duties; and (d) Pay any classes of creditors in full if the assets of the company remaining in his hands will suffice to pay in full the debts and liabilities of the company which rank for payment before, or equally with, the debts or claims of the first mentioned creditors.
The Liquidators were also empowered to: Make any compromise or arrangement with creditors or persons claiming to be creditors, or having or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages against the company, or whereby the company may be rendered liable and compromise any calls and liabilities to calls, debts and liabilities capable or resulting in debts, and all claims, present or future, certain or contingent, ascertained or sounding only damages, subsisting or supposed to subsist between the company and a contributory or alleged contributory, or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets or winding-up of the company, on such terms as are agreed, and take any security for the discharge of any such call, debt, liability or claim, and give a complete discharge in respect thereof.
They were also empowered to sell the real and personal property and things in action of the company by public auction or private contract on such terms and conditions as determined in their discretion, with power to transfer free and clear of all encumbrances, the whole thereof to any person or to sell the same in parcels; Do all acts and execute, in the name and on behalf of the company, all deeds, receipts and other documents and for that purpose to use, when necessary, the company’s seal; Prove, rank and claim in the bankruptcy, insolvency, or sequestration of any contributory, for any balance against his or her estate, and receive dividends in the bankruptcy, insolvency, or sequestration in respect of that balance as a separate debt due from the bankrupt and insolvent, and rateably with the other separate creditors.
The liquidators were also empowered to draw accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the company, with the same effect with respect to the liability of the company as if the bill or note had been drawn, accepted made or endorsed by or on behalf of the company in the course of its business; and Appoint an agent to do any business which the Joint Liquidators are unable to do themselves and do all such other things as may be necessary for winding-up affairs of the company and distributing its assets.
The Liquidators may apply to the Court for directions in relation to any matter arising on the winding up and comply with all the applicable provisions of the Act and in particular Sections 404, 407, 408, 409 and 410 and any other applicable statute and present an initial report to the Court within seventy five days of the date of this order.
The petitioners in this action are a representative group for 85 creditors of Harlequin Resorts (St. Lucia) Limited, all of whom reside in the United Kingdom and, according to court documents, have a written demand for return of deposits and stage payments made for purchase of villas in the company’s off-plan luxury hotel and resort development known as the Marquis Estate Project in Saint Lucia.
To date, that demand remains unsatisfied. The petition filed on 16th April, 2016 alleges that the company is unable to pay its debts and it is just and equitable that the company be wound up pursuant to Section 385 (c) and (e) of the Companies Act.
The company opposed the petition, stating that it is solvent; there is a dispute as to whether the claims under the contracts with the petitioners are now due, and in keeping with the terms of the contracts that issue should be referred to arbitration and that the petitioners are not legitimate creditors because they may have submitted claims and received compensation from the Financial Services Compensation Scheme Limited (FSCS) in the U.K. and have not clarified this in the petition.