Cel Star Caribbean Inc sues Kirton, Cel Star Guyana
By George Barclay
March 23, 2004
CEL Star Caribbean Inc yesterday filed an action in the High Court against Wesley Kirton, TWT Guyana Inc. and Cel Star Guyana Inc. claiming a number of declarations and orders, injunctions, and damages in excess of $10M for unlawful conspiracy to injure the plaintiff.
In the Indorsement of Claim issued by lawyer Mr. Fitz Peters of the firm of McKay and Moore, the plaintiff is asking the Court for:
* A declaration that Cell Star Caribbean Inc (CSC) the plaintiff herein is the incorporator of Cel Star Guyana Inc. (CSG) the third defendant herein, and is the legal and beneficial owner of all its shares and all its assets.
* A declaration that the first defendant Wesley Kirton had no lawful authority to convene a meeting of Directors of CSG under the Companies Act 1991 or without the consent of the plaintiff or Klaus Knappe the only other director of CSG.
* A declaration that the meeting of December 27, 2001, which was convened by the first defendant at the Pegasus Hotel, Georgetown, Guyana, and held without the consent and in the absence of the only other director Klaus Knappe and purporting to be the inaugural meeting of the Board of Directors of CSG was unlawfully constituted, in breach of the Companies Act 1991, was irregular and unlawful.
* A declaration that the purported decisions at the said meeting (a) to appoint Randolph Kirton and Michael Kirton as directors of CSG; and (b) to ?pprove and authorize the issuance of all the shares” of CSG to the first defendant are null and void and of no legal effect.
* A declaration that the purported transfer on March 30, 2003, to the first defendant of 500,000 shares of CSG (the shares) was done without the consent or knowledge of the plaintiff is null, void and of no legal effect.
* A declaration that all purported decisions resolutions and authorizations purportedly made or taken by the unlawful Board of Directors of CSG (the Directors) on and after December 27, 2001, were taken with the fraudulent intention to injure CSC and CSG and null, void and of no legal effect.
* A declaration that on December 27, 2001, and at all material times the first defendant was a director of CSG and as such owed to CSG the following duties, inter alia: - a duty to act bona fide in the interest of CSG; a duty to act for the proper purposes of CSG in elation to its affairs.
The plaintiff is also seeking an injunction restraining TWT Guyana Inc. its officers, servants, agents or workmen or whomsoever, howsoever from dealing with, disposing by way of sale or pledge or in any other manner encumbering the shares or other assets of Cel Star Guyana Inc.
The plaintiff is a company registered in Guyana as an external company incorporated under the Laws of Delaware, United States of America, with registered address at 940 Lincoln Road, Suite 203, Miami Beach, Florida 33139, USA.
The second defendant is a company incorporated in St. Lucia under the Laws of St. Lucia, with registered office at Pointe Seraphine, Castries, St. Lucia.
The defendants have been given ten days within which to enter appearance.