Cel Star Inc. director sued for allegedly taking shares fraudulently
Plaintiffs demanding jury trial--
By George Barclay
Guyana Chronicle
November 12, 2003
CEL STAR Caribbean, Inc., a Delaware corporation; and Cel Star Guyana, Inc., a Guyana corporation have filed a ten-count indictment in the Circuit Court of Florida against Director of Cel Star Guyana, Mr. Wesley Kirton, accusing him of taking over the shares of the organisation and setting up himself as the sole director.
The plaintiffs, who have given Mr. Kirton four months to enter appearance or file a defence in the matter, are demanding a jury trial.
Mr. Kirton's side of the story will be known if and when he files a defence.
The facts common to all counts as set out in the complaint, which has been filed in the Circuit Court for the eighteenth Judicial Circuit in and for Seminole County, Florida, in Civil Action No. 03CA 2463-16-K disclosed that:
"Plaintiffs, Cel Star Caribbean, Inc. is a corporation duly organised and existing under the laws of Delaware, with its principal place of business located at 940 Lincoln Road, Suite 203, Miami Beach, Florida 33159, Miami-Dade County, Florida.
"Plaintiff, Cel Star Guyana, Inc., is a corporation duly organised and existing under the laws of the Republic of Guyana with its principal place of business located at 940 Lincoln Road, Suite 203, Miami Beach, Florida 33139, Miami-Dade County, Florida.
"Wesley Brian Kirton is a resident of Orlando, Florida with his principal residence located at 3116 South Horizon Place, Florida 327565. The action against him is for an amount greater than $15,000 exclusive of fees and costs.
"Cel Star Caribbean, Inc., is a Florida-based company specialising in the building and operation of cellular networks.
"On January 9, 2001, Cel Star Caribbean, Inc., caused the incorporation of Cel Star Guyana, Inc., under the laws of the Republic of Guyana.
"Cel Star Guyana, Inc., is and has at all times been a wholly owned subsidiary of Cel Star Caribbean, Inc., and Cel Star Caribbean Inc., is and has at all times been the owner of all issued and outstanding shares of Cel Star Guyana, Inc. No other person or entity has been validly issued shares of Cel Star Guyana, Inc.
"Cel Star Caribbean, Inc is in possession of all validly issued and outstanding shares of Cel Star Guyana, Inc., which are represented by a share certificate in the name of Cel Star Caribbean, Inc.
"Defendant Kirton is and has at all times herein been an officer and director of Cel Star Guyana, Inc.
"On or about February 21, 2001, the Republic of Guyana awarded Cel Star Caribbean, Inc., through its wholly owned subsidiary Cel Star Guyana, Inc., a licence to own and operate a GSM 900 MHz cellular network in the Republic of Guyana (the Cellular Licence).
"The Cellular Licence remains validly issued and is held in the name of Cel Star Guyana, Inc.
"On January 4, 2002, defendant Kirton falsely, wrongly and invalidly issued and distributed shares of Cel Star Guyana, Inc to himself, as evidenced to this complaint, in a January 4, 2002 letter to the Registrar, Joint Stock Companies, Deeds Registry, Georgetown, Republic of Guyana.
"Upon information and belief, defendant created false and unauthorised share certificates to effect the wrongful issuance and distribution. Defendant issued and distributed these shares in Cel Star Guyana, Inc., for his own benefit and personal gain and to the detriment of Cel Star Guyana, Inc., and its sole shareholder, Cel Star Caribbean, Incorporation's interests," the complaint stated.
It added, "Defendant issued said shares to himself without the knowledge of Cel Star Caribbean, Inc., and without the consent or authorisation of the validly elected directors of Cel Star Guyana, Inc., or Cel Star Caribbean, Inc., and or without the consent of Cel Star Caribbean, Inc., the sole shareholder of Cel Star Guyana, Inc.
"Upon information and belief, defendant created false and unauthorised share certificates to effect the wrongful sales of Cel Star Guyana, Inc stock. Upon information and belief, defendant has sold Cel Star Guyana, Inc., stock for his own benefit and personal gain and to the detriment of Cel Star Guyana, Inc., and its sole shareholder, Cel Star Caribbean, Incorporation's interests," the plaintiffs alleged.
The ten counts named in the complaint by the plaintiffs against Kirton include: Conversion; Fraud; Constructive Fraud; Theft of Corporate Opportunity; Breach of Fiduciary Duty and Duty of Loyalty; Violation of the Florida Deceptive and Unfair Trade Practices Act (FDUTPA); Common Law Unfair Competition; Accounting and Constructive Trust.
The plaintiffs also request that the defendant, his agents, co-conspirators, servants, affiliates, employees, corporations and other entities, attorneys, and representatives, and all those in privity or acting in concert with defendant, and each and all of them be permanently enjoined and restrained from directly or indirectly:
(a) Conducting business through Cel Star Guyana, Inc.,
(b) Selling shares or issuing additional shares of Cel Star Guyana, Inc.;
(c) Transferring any assets of Cel Star Guyana, Inc;
(d) Entering into contracts on behalf of Cel Star Guyana, Inc.
The plaintiffs, who filed their summons on October 7, 2003, also demanded that they be given a trial by jury on all counts.