Melanesian Traders Ltd v Irofufuli [2011] SBHC 149; HCSI-CC 97 of 2011 (8 December 2011)

IN THE HIGH COURT OF SOLOMON ISLANDS
(Mwanesalua J)

Civil Case No. 97 of 2011

BETWEEN:

MELANESIAN TRADERS LIMITED
First Claimant

AND:

VIRGINIA DAY, GEORGE RAMSAY AND JOHN GOROSI
(Representing the Majority Share Holders and directors of the First Claimant)
Second Claimant

AND:

SOLOMON MOTORS LIMITED
Third Claimant

AND:

SAMUAL IROFUFULI
First Defendant

AND:

MARY VASULA IROFUFULI
Second Defendant

AND:

REGISTRAR OF COMPANIES
Third Defendant

Date of Hearing : 14 November 2011
Date of Judgment : 8 December 2011

A. Radclyffe for Claimants
Hapa for Defendants

JUDGMENT

1. This is a claim by the Claimants seeking:
   
   1. Rectification of the company Register in respect of the Third Claimant.
      
   2. A declaration that the re-registration of the Third Claimant by the First and Second Defendants was unauthorised and invalid.
      
   3. A declaration that the Isuzu vehicle registration number AB2652 belongs to Solomon Soaps Ltd and that ownership will pass to the Third Claimant once payment in full for the vehicle has been made and an order that the First and Second Defendants deliver up the vehicle to Third Claimant.
      
   4. A permanent injunction restraining the First and Second Defendants from entering into the premises of the Third Claimant or from in any way interfering with the operations of the Third Claimant.
      
   5. An order that the First and Second Defendants do deliver up to the Third Claimant or its accountant Baoro & associates all the records, books and equipment referred to in paragraph 2 of the court order dated 23rd March 2011.
      
   6. Such further or other relief as the court thinks fit.
      
   7. Costs.
      
2. The Claimants filed their claim against the Defendants on 30 March 2011. As to the statement of the Claimants' case, the Defendants admitted that the First and Third Defendants are limited companies incorporated in Solomon Islands and the Third Defendant is the Registrar of companies; that Solomon Soaps Ltd has sold an Isuzu vehicle registration number AB2652 to the Claimant for $70,000.00. And that it was an agreed condition of the sale that Solomon Soaps Ltd would retain ownership of the vehicle until payment in full plus interest had been made; that the true and correct shareholders in the Third Claimant are consolidated Holdings Ltd and the estate of late William Ramsay deceased; and that the Third Claimant owns the vehicle which the First and Second Defendants have no right to possess and should have returned it to the Third Claimant as requested.
   
3. Virginia Day deposed that the following persons hold shares in the First Claimant:
   

George Ramsay as executor of WD Ramsay's estate	5000 shares
Virginia Day	4300
P. Ramsay and W.D.Ramsay Jr	6000
Sam Irofufuli	3000
Mary Irofufuli	3000
Kim Irofufuli	1500
Owan Irofufuli	1500
John P Pidoke	900
Agnes Pidoke	900
John D Pidoke	900
William Pidoke	900
James Pidoke	900
Francis Pidoke	600
Elizabeth Pidoke	600
	-----------
TOTAL	30,000 ======

4. The Ramsay/Day family therefore owns 51% of the shares, the Irofufuli family 30% of the shares and Pidoke family 19% of the shares.
   
5. Further evidence of Virginia Day is that the First Claimant through its holding company consolidated Holdings Ltd, a limited company incorporated in Solomon Islands, controls the Third Claimant.
   
6. That the Companies Act 2009 requires that all companies in Solomon Islands re-registered by 30th June 2011. That about 1 March 2011 the First and Second Defendants re-registered the Third Claimant. In the re-registration application form the First and Second Defendants falsely described themselves as the only shareholders in and directors of the Third Claimant. The true and correct shareholders in the Third Claimant are consolidated Holdings Ltd and the estate of the late William Ramsay deceased.
   
7. That at no time have any of the shares in the Third Claimant been sold or otherwise transferred to the First and Second Defendants. The Second Claimant did not authorise the First and Second Defendants to register the Third Claimant or to adopt the model rules under the 2009 Act to replace the existing memorandum and articles of association.
   
8. Virginia Day also confirmed that the contents of paragraphs 8, 9 and 10 of the claim are true. In paragraph 12 of their defence the First and Second Defendants admitted that the vehicle AB2652 belongs to the Third Claimant. They still have the vehicle in their possession and have refused to hand it over to the Third Claimant. The First and Second Defendants' son Owan has another vehicle of the Third Claimant's vehicles in his possession which should be returned to the company.
   
9. The interim orders dated 23 March 2011 were served on the First and Second Defendants. The First Defendant was in breach of the order when he entered onto the Third Claimant's premises at Solomon Motors, Point Cruz, Honiara, about one hour after he had been served with the order.
   
10. The Claimants ask the court for a permanent injunction restraining the First and Second Defendants from entering onto the Third Claimant's premises and from in any way interfering with the Third Claimants business operations.
    
11. As a result of the order dated 14 April 2011 the First and Second Defendants are no longer signatories to the Third Claimant's bank account at Westpac Bank, Honiara. The Claimants also the relief set out in the claim including rectification of the company register in respect of the Third Claimant.
    
12. The First and Second Defendants have not filed sworn statements in support of their defence and have not attended the trial of this case to give verbal evidence in support of the defence. That left the sworn statement evidence adduced against them uncontested.
    
13. The court accepts the sworn evidence of Virginia Day for purposes of this judgment. There is no contrary evidence before the court to cause doubt on the veracity of her evidence. In the circumstance, the court will grant the orders sought by the claimants.
    

ORDER: 1. Orders sought by the Claimants are granted.

2. The First and Second Defendants pay the Claimants costs.

THE COURT