Russel Islands Plantation Estates Ltd v Morris [2011] SBHC 193; HCSI-CC 319 of 2009 (29 September 2011)

IN THE HIGH COURT OF SOLOMON ISLANDS
(Mwanesalua J)

Civil Case No. 319 of 2009

BETWEEN:

RUSSEL ISLANDS PLANTATION ESTATES LIMITED
Claimant

AND:

WAYNE MORRIS (Scheme Administrator)
1st Defendant

AND:

NATION WIDE LIMITED
2nd Defendant

AND:

DAVID TUHANUKU
3rd Defendant

AND:

TONNY KAGOVAI
4th Defendant

Date of Hearing: 9 September 2011
Date of Ruling: 29 September 2011

Mr. A Nori for Claimant
Mr. A Keniapisia for 1st Defendant
Mr. D Marahare for 2nd & 3rd Defendant
No appearance for 4th Defendant

RULING

1. This is an application by Messrs Philimon Kesaka and Willie Tefoi (Applicants) to be joined as the second Claimants in this case. They were former employees of the Claimant. Mr. Kesaka was a member of staff of the Claimant, while Mr. Tefoi was a worker for the Claimant. They say that their interests are affected by this case and have the right to be heard them

2. Their interests are covered under paragraph 4.3 of the scheme of arrangement sanctioned by the High Court filed on 18 October 2002. This scheme of arrangement was annexed as exhibit "A" in the sworn statement of 1st Defendant filed on 20 April 2010.

3. Paragraph 4.3 of the scheme is in the following terms;

"4.3 The Company shall alot new ordinary fully paid shares, such that the only shareholders shall be as follows:

Russell islanders/Landowners	-	24.9%
Provincial Government	-	20.0%
Workers and Staff Schemes	-	20.0%
Solomon Islands Government	-	20.0%
Investors (ICSL or nominee)	-	15.0%
TOTAL	=	100.0%

4. The Applicants allege that the shareholding proposal in the scheme is not reflected in Nation Wide Ltd, the second Defendant. That is to say, that the workers and staff of the Claimant have no legal connection with the second Defendant who are not shareholders. That Nation-wide is owned by Corporate Planners Ltd and David Horia, who have no trust relationship with Applicants themselves.

5. The Applicants sough leave for joinder under rule 3.6 of the Solomon Islands Courts (High Court) Rules which reads:

"3.6 Any person affected by a proceeding may apply to the court for an order that the person be made a party to the proceedings".

6. Mr. Nori submits that the critical question to be determine ultimately by this court at trial is whether the Applicants are shareholders in the Claimant as sanctioned in the scheme of arrangement, it not, whether the Second Defendant is a "Scheme" in which they hold shares. It is therefore necessary that they be joined as parties in this case.

7. The Applicants application is not opposed.

8. Mr Kesaka as a staff member of the Claimant and Mr Tefoi as its worker would be affected by the current proceedings, in particular, in terms of their shareholding interests in the Claimant Company as proposed under the Scheme of arrangement.

9. The court will therefore exercise its discretion to grant an order that Applicants be joined as Second Claimants in this case. Costs in the Cause. Order accordingly.

THE COURT