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Submitted by BWWR

In its latest, Keltruth starts: “I was ribbed for omitting to mention two scandals in a recent post, PwC has other problems besides Nelson’s Canadian $500 million law suit!” The thrust of Keltruth’s article is to complain about shell companies in Barbados. So, let us examine this carefully.

Our example will be an Ontario corporation called – guess what – Nelson Barbados Group Ltd. The self-same Nelson that is the plaintiff in the $500 million law suit that exercises the mind of Keltruth almost exclusively. If you go online and use http://www.canada411.ca/ you can look up Nelson for yourselves. And guess what you will get……a notice that says: “No Listing for “Nelson Barbados Group Ltd.” were found in “Orillia”. Try expanding your search location”. Now, we know that Nelson’s address is the same as that of the law firm of the Goat (K. William McKenzie) Nelson’s counsel, so the address entered is correct, according to the Ontario corporate records. Yet it is not listed for a telephone. Yet, Keltruth complains of this same thing in relation to Barbados companies.

Next up, let us do a white pages search – same site – for Donald Best (or D. Best) in Orillia. Mr. Best is registered as Nelson’s sole director. Predictably, there are no listings for any D. Best in Orillia and some 120 listings for D. Best/Donald Best in Ontario.

Please see link detailing cost paid by Nelson Barbados Group Limited

When I was a young woman, many years ago, and I wanted to get in touch with Kingsland Estates Limited or any of the other sugar companies, I would not have found them in the telephone directory. I needed to know the name of the plantation or the name of the manager of the plantation I wanted to reach and that is what would be listed. The Knox family, all of them raised, financed, educated, housed and supported by Kingsland Estates, of which Madge was a “directing mind”, know this.

These days, now I am an antique (or just old, depending on your perspective) many companies operating in Barbados do the same as Nelson has done in Canada. Their registered office is that of the office of their attorneys-at-law or accountants. Exactly the same pertains in any major off-shore investment country. There is no obligation for any company to have a telephone number as long as there is an address listed for them at Corporate Affairs to which mail can be sent. This, Mrs Accountant Kathy Davis, is called a “Registered Office”. There is no obligation for any company to submit it and its officers to a Keltruth and BFP witch hunt by listing a telephone number at which it can be reached. If Keltruth and BFP want to question any of what they stigmatize, with no grounds whatsoever, as “shell companies” then they can write them a letter. Of course, they would then have to provide a return address and give their real names.

A shell company is precisely that. Wikipedia provides that, “A shell corporation is defined in Barron’s Finance & Investment Handbook as “a company that is incorporated, but has no significant assets or operations.” As there is no obligation for companies registered with Corporate Affairs Barbados or its Canadian counterpart in Ontario to list their assets, how the hell does Keltruth determine, other than through the now famous psychic abilities of Jane Goddard née Knox that these companies are shell companies. More to the point, is there any evidence to show that Nelson Barbados Group Limited is NOT a shell company? The “proof of the pudding” will be whether Nelson has assets that can be charged if it fails to pay its legal costs next week. I can’t wait to see what will happens there and if the Goat, like Alair Shepherd, will be the ONLY counsel whose costs are paid by the losers in the Kingsland saga.

Bottom line: Keltruth complains of people hiding behind the very corporate veils behind which Madge Knox/Allard/Goat are hiding and, of course, takes the view that while it is quite in order to do that in Ontario (specially if you happen to be them) somehow doing it in Barbados is wrong. Interesting theory. Will it survive?

Just prior to my departure, Brutus asked if I could find certain judgments in the Kingsland Estates matter. My source has come up trumps and I am able to post both the original judgment of Greenidge J. in High Court Action No. 1805 of 1998 and that delivered by Chase A.J. in the Appeal. I am very interested, Brutus and Pat, to get your “take” on them.

Some while ago, Keltruth complained, supported by its toady and alleged fellow-Allard-supported blog, BFP, that certain corporate files were missing from the Corporate Registry and inferred that these had been stolen. Myself and others with intimate knowledge of the office in question, took up the defence on BU of the Corporate Registry, staffed by decent, overworked Bajans who, with the best will and intentions in the world, sometimes misplace some of the masses of files in their care. We explained that in our experience these files do always turn up. It seems that this is what has happened and Keltruth has reported it. However, has Keltruth also had the honesty or integrity or class to apologize to the staff of the Corporate Registry for suggesting unambiguously that they were delinquent in their duty of care and professional standards? Hell no. But there again as my dear late mother used to say, “You can’t expect a silken purse out of Madge Knox’s ear.”

Finally, Keltruth, as usual, right at the top of its diatribe, gets it wrong. Nelson’s suit is expressed in US dollars, not Canadian dollars as Keltruth has said. And please, Keltruth, do not impugn the sovereignty of Canada and of the United States as you have repeatedly tried to do that of Barbados by telling us it is the same thing.

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115 responses to “The Other Side Of The Kingsland Estate Court Matter Part IX”


  1. @BWWR

    We were not sure if you wanted to have the first paragraph published and we left it off.


  2. David, always use your best judgment. Works for me.


  3. […] I was ribbed for omitting to mention two scandals in a recent post, PwC has other problems besides Nelson’s Canadian $500 million law suit! The omitted scandals were PricewaterhouseCoopers’ involvement in both the Enron and the AIG sagas. Enron was linked to companies in the Caymans, but Barbadian offshore reinsurance companies were involved with AIG. Were these “shell corporations“? Would they be found in the Barbadian Corporate Registry (CAIPO)? The named companies were Union Excess Reinsurance Co. and Capco Reinsurance Co. Ltd. […]


  4. Iain Deane,

    Would you also consider your fictional alias BWWR as a shell?


  5. I have sent David an e-mail advising that my source has contacted me to say that Nelson Barbados paid the costs in Canada in the security motion.

    When I asked how much those costs were, my source was most obliging and sent me a copy of the correspondence and cheques from the Goat Pen. I have now sent these on to BU for it to post. The amount was just slightly under Canadian$225,000 or Barbados$425,000.

    The issue of who paid for the expert’s report of Barbados$56,000 that has so exercised the minds of Keltruth and BFP is now answered. It was NOT PwC nor was it its counsel. It was Nelson itself. Maybe Keltruth could let us know how much Nelson paid for its own two expert reports.

    The state of play now, as I understand it, is that the matter of whether Canada has the jurisdiction and competence to try the case comes before the Ontario Court in early December, which means that realistically, we can look for a decision by about the end of January – just at the time that Madge Knox is summonsed by writ before the Barbados High Court to give evidence in the fraud action against her.

    Just before I went on holiday (and I had a wonderful and all-too-short time) Brutus asked for details on the injunctions in respect of Kingsland that impacted on the ability of the directors to deal with the assets of the company.

    My understanding, subject to correction, is that there were two injunctions. The first was given to the estate of Colin Deane and its executor (and if you wonder who that is, it is the same person that Anonymous, wrongly, identifies me as being). The second was given to Madge Knox.

    The first injunction (interlocutory, not Mareva) was applied for ex parte, but Kingsland sent legal representation and so, when the injunction was granted, it was granted as opposed ex parte or inter partes. That injunction was in force from early June 1997 until whenever the shares owned by Colin’s estate were sold to Classic – and the earliest that could have happened was June 2005. A period of 8 years. The injunction was a total freeze of the assets of Kingsland and there was nothing the directors could have done with the company, including to pay for the preparation of audited financial returns.

    The second injunction, obtained in October 1998, was ex parte and was obtained by Madge Knox. By consent of all parties, this injunction was allowed to subsist, until the case was determined in its entirety. Madge’s injunction was more or less the same as the one Colin’s estate had, except that Madge’s injunction also prevented the shareholders of Kingsland from dealing with their shares. Meanwhile, Madge was, on her own admission, using her shares to fund her action. The Privy Council too thought that this was unfair and so it ordered Madge to fortify her payment for security for costs by $300,000 to $1.3 million.

    I hope this helps.


  6. […] The Other Side Of The Kingsland Estate Court Matter Part IX… PwC has other problems besides Nelson’s Canadian $500 million law suit!” The thrust of Keltruth’s article is to complain about shell companies in Barbados. So, let us examine this carefully. Our example will be an Ontario […] […]


  7. We have posted the link which details the cost paid by Nelson.


  8. I see that J. RANDOLPH ROBINSON has written about the wicked blogs. He had good words to say about BU. Congratulations!

    Since Keltruth Corp.’s blog is not anonymous, we were also pleased that we avoided any criticism.

    Does anybody actually know J. RANDOLPH ROBINSON? His writing style reminds me of someone.


  9. Keltruth,

    From your latest post on your blog, can I ask do you even know what an IBC is?

    I think you may have embarrassed yourself.

    It is normal for an IBC not to have a phone number, they are prohibited by law from doing business in Barbados.


  10. Keltruth, why don’t you post the last audited financials of Kingsland so we can judge the work of PwC for ourselves?


  11. Keltruth,

    ANYONE who writes anything adverse to your position or fails to praise you to the skies and acknowledge you and your infallability and espouses you points of view – reminds you of someone. And by inference, someone of whom you, and by extension the rest of the world, do not approve. Your paranoia is getting worse and worse. You are now, by your own definition, an emotional vampire. You and your good buddy at the Tourism Authority need meds FAST.

    I for one am not surprised that you were not mentioned in Mr Robinson’s review of blogs – and it is not because you are not anonymous, but because, rather than reporting and supporting your reports in an even handed manner so as to allow the Bajan public and other interested parties to make up their own minds, you/BFP produce carefully selected tidbits that will support your views, even if the vast bulk of unreported evidence (all of which you must have in your possession) says that you are a blasted liar – sorry, wrong words – rephrase – have uttered damnable falsehoods.

    You are NOT a news blog and have no right to be reviewed as one. You are a public relations blog mouthpiece for Peter Allard and the woman who laid her fortune and future at his feet, Mental Madge. I am sure that when Mr. Robinson gets round to reviewing blogs in your category, whatever that is, he will give you a mention – honourable or dishonourable – as he sees fit.

    Please publish the last audited financials for Kingsland. Believe it or not, we do not need the accounting “skills” of Kathy Davis or the great “Prof.” Knox to read and understand them for ourselves. Therefore no commentaries interdispersed with tidbits. The WHOLE document, if you please.

    It was you, Keltruth, that placed this issue into the hands of the Court of Public Opinion. For years we have been subjected to your sole side of things. Now, as in any court of law, we, the Bajan Public who are the defendants that your mother is suing, are exercising our rights to cross-examine you. Is it your intention, anonymous or not – we really don’t care, to show the same contempt of the Court of Public Opinion as you have all the other courts that have had the timerity to rule against you? Is it your intention to show the same contempt for the sovereignty of our wonderful country that your paymaster, Allard, has shown? It certainly looks that way to me.


  12. I seem to be rushing ahead of myself these days and I put that down to jetlag. Yesterday, I wrote to BU in response to Keltruth’s twisting of the issue of shell companies and within a short while of it being posted by BU, my source sent to say that Nelson had paid its court-ordered costs in the amount of approximately Barbados $425,000 – almost half a million.

    This morning, I responded to Keltruth’s comments about the article by J. Randolph Robinson without having read it. I had my copy of yesterday’s Nation on my bedside table, but jetlag claimed me last night and in any case, Keltruth did not provide directions on where Mr. Robinson’s article was published. I found that out by entering his name (as provided by Keltruth) and followed by the word “blog” into a google search.

    First, I want to say that I will remain anonymous, no matter what Keltruth may wish.

    Second, I am not Mr. Robinson. I think you will find that Mr. Robinson is not a nom de plume.

    Third, is Keltruth anonymous?

    I think Keltruth, from the point of view of the courts, IS anonymous and I think Keltruth knows this. All its articles are attributed to “admin”, but yet there are no less than five different hands at work in them – and I have no intention of disrespecting their anonymity by playing their guessing-games.

    I won’t go into the legal minefield of what it would take to sue Keltruth, other than to say that it would cost about US$3 million and take about 15 years. Briefly, you would have to get a final judgment in Barbados and then enforce it in Miami. Then, you would have to pray that the Keltruth Corp. was in fact a registered corporation and also that it was not a shell company. A nightmare.

    So, Keltruth ought not to take any comfort from Mr. Robinson’s statement that the blogs to which he refers are anonymous, because, to all intents and purposes, Keltruth IS anonymous.

    Mr Robinson discusses a certain action in Toronto (read Ontario) that is being used to fuel the denigration of Barbados by two blogs and he excludes BU from the possible malefactors. So, I recommend that, ignoring the self-serving comments of Keltruth, you go on to Google and ask about lawsuits pending in Toronto/Ontario involving Barbados. You will find that exclusively the blogs that come up are Keltruth, Barbados Free Press and BU – but of course, BU is excluded specifically by Mr. Robinson as being fair and balanced (admitted grudgingly – but hey, it is admitted).

    At this point, let me not fall into the Keltruth habit. Mr. Robinson’s article can be read online at http://www.nationnews.com/editorial/309580565601318.php .

    Keltruth has been very quick to disclaim that the article refers to it, but we all think differently. We think it applies to Keltruth and BFP. Of course, if Keltruth and BFP wish to object in court, they can do so by suing for defamation. They would both have to identify themselves without ambiguity – that is the names of their writers and, in the case of Keltruth (a foreign business) post a great deal of money in respect of security for costs and, if countersued, damages, with the Barbados courts.

    My only reservations about what Mr. Robinson wrote is that in a small society like Barbados, blogs like BU that are operated without bias, serve a vital purpose that is not served by the conventional press. I have taken my precautions to ensure that no court order obtained in Barbados will be enforceable to reveal my identity. This can be done by encryption and I think that blogs are entering a phase when contributors need to NOT rely on existing legislation that can be changed in order to serve a political agenda.

    Otherwise, Mr. Robinson has said what I have been saying all along. The sole function of Keltruth and BFP is and always was to denigrate and adversely affect Barbados and its people simply to bludgeon us all into submitting to the outrageous demands of Mental Madge Knox and the little Knox’s, Billy Goat McKenzie, Fishy Heaslet and King Peter Allard.


  13. Who is the “WE” BWWR refers to in every article and reply? Is BWWR writing for the bajan public? If so I think you need to speak for yourself and not others on this subject BWWR…we can draw our own conclusions thanks.


  14. BWWR,

    Thanks for your reply on behalf of J. RANDOLPH ROBINSON.


  15. Wondering, I do not seek to speak for the Bajan public, merely a portion of them whom I know who have all asked the same question of Ketruth. I am sure the people to whom I refer as “we” are happy to have me ask the questions for them and we look forward to hearing what your questions are and to reading your conclusions – if any.


  16. You seem a little agitated, Keltruth. Just reveal all, answer the questions, stop the childish games and realize that we are not children and let the light shine in and you will feel MUCH better.


  17. I won’t draw a conclusion until the matter is concluded. I await the outcome because it looks like a very complicated situation for all involved. I will say however I see a lot of name calling and sense much agitation in “your” articles. At least we know who keltruth is and why they stand where they are….


  18. Well, Wondering, there are areas I am not clear on. Maybe you can, since you know who they are, get Keltruth to assist me by answering my questions. As for the rest of it, well the choice of anonymity or lack of it a personal thing. I am too old for the “I’ll show you mine if you show you yours” game. Keltruth and you can go right ahead and show me yours, but understand that is your choice and I am NOT showing you mine.


  19. @ Wondering

    You say WE know who Keltruth is and why they stand where they are…

    Well, I for one dont. So, could you please explain who they are? And why they stand where they are? While you are at it, could you please also tell me why they have failed to answer my questions? Since you know…..


  20. @wondering

    “I won’t draw a conclusion until the matter is concluded. I await the outcome”

    ———

    dont forget we have had an “outcome” in the high court, the court of appeal and the British privy council.

    if there is another negative outcome for keltruth in toronto will that “conclude” it for you?

    will we need more?


  21. Mussolini has joined us! Hey Pat. Now ladies I merely pointed out the obvious hate/dislike that BWWR has for the Knox family. But you see this is why I have resisted posting on this blog….question you BWWR and a witch hunt ensues.

    BWWR has been so nice as to point out the identity of Keltruth every article posted so you should ask “her” if you are unsure Pat. Not to mention how forthcoming Keltruth has been in revealing her identity.

    And yes WE the bloggers know the IDENTITY of Keltruth since it had been made so clear by the blogger posting as Keltruth and you BWWR. If I pitched marbles with them I would gladly get them to answer your questions BWWR and Pat. A lot I am not clear on myself.

    I frankly don’t care who you are BWWR. But I do have respect for Keltruth for not hiding behind anonymity when posting articles relating to the Kingsland Estates fiasco. It gives some credibility. The cards are on the table so to speak.

    I have been a keen reader of both sides to this story and I try to approach it subjectively and hope to draw my own conclusions once all the facts have come to light (if that ever happens). I like to be neutral in most subjects as it leads to a lot less stress on my mind. But get real here ladies…you may try to play it down but something stinks in this case.

    Now BWWR your articles make for great reading and I am glad another side is being told but lose the personal attacks and name calling. Coupling those with serious subject matter make it no more than “propaganda” and seriously undermine your credibility.

    Anyway, I will return to the woodwork for I fear I am fighting a losing battle trying to get you to exercise some restraint so we can take your articles seriously. As they say, you can’t teach an “old” dog new tricks and we all know that arguing with the much more experienced “elderly” is like arguing with a piece of board.

    I bid thee farewell.


  22. @ Wondering

    “But get real here ladies…you may try to play it down but something stinks in this case.”

    You sure got that right. Go read the judgment possted in the above ariticle.

    The Justice stated that Mrs. Knox had no legal right to put aside the agreement entered into by the other shareholders and Classic ( and he quoted the Case Law). The Justice further stated that the Directors all acted in good faith – they themselves were shareholders and not outsiders. He also said that NO ONE received financial statements, not the Directors, not Madge Knox, because Kingsland did not have the money to pay for such, and it seems to me, that Mrs. Knox knew that.

    So, pray tell us why this matter is still being pursued in the courts? It does stink!


  23. I saw something somewhere about a $22 million debt the Government owed Kingsland since 1990 which was for the credit of SBG and then Classic. I will try to find where I saw that written down.

    Something real stink here for true.


  24. @ over n away

    I think I recall that the government did owe Kinglsland money ($2 million?). However, I also read where Kingsland owed the Agricultural Credit Trust some $12 million. However, I also read that there were injunctions filed against Kingsland where all the assets were frozen, and therefore monies could not be disbursed.


  25. I saw $22 million from 1990. Did not see that any injunctions were filed. Tomorrow I will search for where I saw it.


  26. BWWR,

    Many thanks for posting the original judgment and the appeal – they are very interesting from a legal point of view. Fortunately I just discovered the series of articles by Pat Hoyos (referred to by other bloggers) and they are even more enlightening.

    http://www.broadstreetnews.com/index.php?categoryid=24&p2_start=0


  27. Classic Investments offers to buy Marjorie Knox’s shares in Kingsland Estates Ltd.

    Patrick R. Hoyos Published: September 2, 2005
    Just over a month after being allocated nearly 5,000 shares in Kingsland Estates, Classic Investments has made an offer to Marjorie Knox to buy her shares for $52.50 per share.

    In a letter to Mrs. Knox dated August 23, Managing Director Richard Cox told Mrs. Knox that Classic’s offer to acquire over 25% of the Kingsland shares had been accepted by all of the other shareholders, apart from her.

    Mrs. Knox, who is 83, took the family-owned company to court over what she claimed was a breach of her pre-emptive right to be offered shares before a non-shareholder, but lost twice in the Barbados courts and also at the Privy Council. Hers was the last case from Barbados to be heard by the Privy Council, which has now been superceded by the Caribbean Court of Justice.

    In the letter, Classic offered to buy Mrs, Knox’ entire shareholding, or any part she was willing to sell. With 28,570 shares, the offer would appear to be worth nearly $1.5 million to Mrs. Knox.

    However, in a reply to Mr. Cox dated Wednesday, August 31, Mrs. Knox said she was prepared to sell all of her shares to Classic, but at a somewhat higher price. Quoting two independent valuations of the company’s 1,020 acres made in 2003 by Chartered Town Planner Leonard St. Hill and Veteran Realtor Nick Parravicino, Mrs. Knox said she was prepared to accept one-seventh of Mr. Parravicino’s appraisal plus one-seventh of monies which she said the government owed to Kingsland for lands it had acquired but to her knowledge had not as yet paid for.

    With Mr. Parravicino valuing Kingsland at $225 million Barbados dollars in December 2003, that puts Mrs. Knox’ asking price in the region of $32 million dollars plus the value of the land acquired by the government.

    This valuation was based, he noted on achieving an average price of $5 per sq. ft. on all 1,033 acres.

    But Mr. Parravacino went further. He stated that a price of $8 per sq. ft, and in some cases $50, was “realistic and achievable” and thus the worth of the land could be as high as $348 million.

    As for the government, two pending acquisitions had been noted in the 1997 sale agreement between Classic and Kingsland: specifically, nearly 16 acres at Kendal Hill, Christ Church, and about 8,000 sq. ft. at Wotton for a roundabout on the ABC Highway. The notice to acquire Kendall Hill was gazetted as long ago as December 1990.

    No value has as yet been assigned to these two properties, but some estimates put their value alone at more than the original $17 million offered for the entire company and its debts by Classic.

    The negotiations for both pieces of land were mentioned in the sales agreement, to the effect that the purchaser – Classic – would “participate in the negotiations with Government concerning the compensation.”

    If Classic were to purchase all of Kingsland’s original 200,000 shares at $52.50, it would pay just over $10.25 million for them, plus assume some or all of Kingsland’s debt.


  28. There were two injunctions in force in respect of Kingsland, as I have said earlier. One from 1997 to 2005 and the other from 1998 to 2005.

    Brutus, your facts may well be correct, but I don’t know. You appear to have access to documents which I do not. I would be very pleased if you would post them so I can see for myself.

    However, with respect, I do not think that the articles of Patrick Hoyos in September 2005 are of any merit at all in the issues before a Canadian court as has been discussed here. These issues deal with a case that was filed in October 1998, completed hearing in December 1999 and was ruled on in June 2001, was appealed and had its appeal decided in 2003 and then, three months before the Hoyos article, in June 2005 was ruled on by the Privy Council. During all this time, by virtue of the two injunctions, Kingsland did not operate and the directors lacked the legal capacity to do anything with the Kingsland and its assets.

    Those time lines that I have stressed repeatedly are important. For a final time and very briefly, let me re-stress them.

    1997, October and the other Kingsland shareholders offer to sell their shares to Madge and she refuses. 1997, December 17 the other shareholders enter into a BINDING LEGAL AGREEMENT IN WRITING to sell their shares to Classic. 1997, December 19 the directors of Kingsland receive an offer from Peter Allard to buy 2 ½ acres of beach front property and to refinance Kingsland and sundry other issues – because of the December 17 agreement, the refuse as to do otherwise would expose them to a lawsuit from Classic. That is the end of 1997’s events.

    1998, October and Madge Knox offers for the shares already committed to Classic on the basis that she has a right of first refusal under the articles of Kingsland. The other shareholders do not agree and Madge Knox sues them and Kingsland and Classic to enforce her alleged right.

    1999, and the case completes hearing.

    2001, June and the High Court rules against Madge Knox on the basis that under the articles, Classic is a selected person and she has no rights superior to those of a selected person. Madge, on consent of all parties, appeals to the Barbados Court of Appeal.

    2003. The Barbados Court of Appeal denies the Appeal and upholds the judgment of Greenidge J. On consent of all parties, Madge appeals to the Privy Council.

    2005, June. The Privy Council denies the Appeal and upholds the decisions of Greenidge J. and the Barbados Court of Appeal.

    THEN, if you are correct, in September of 2005, in order to provide the shareholders of Kingsland with audited financial returns, I am told – but it is largely not material – Kingsland sells 500 of its 100,000 un-issued shares to Classic. Also, Classic makes an offer to Madge for $52.50 per share, being the increment from $30 a share that it is now prepared to pay to the other Kingsland shareholders in recognition of the 8 years that it has taken for Madge’s litigation to be determined, I would imagine. Madge provides details of this offer to Pat Hoyos. Madge rejects the offer as is her right which no one has questioned. I also sincerely doubt that Pat Hoyos was fed by Mental Madge ALL of the documents. Just look at the problems we have getting them to answer any questions or post any documents adverse to their position. Experience teaches us that Mr. Hoyos’ information from the Knox faction cannot be other than completely one-sided.

    However, even if Madge had accepted the Classic offer of September 2005, it would have gone nowhere as it stood, because you see she had already been served with notice of proceedings back in 2002 by the estate of Colin Deane and its executor. So, she and Classic would have had to barter a deal with Colin’s estate and executor – easily solved, by the way – just pay the legal costs ordered by the Courts and there goes the charging order and the reason for seeking same. No one has yet shown me that any such effort was made.

    The alleged $17 million, of which I have not seen any proof whatsoever, that Classic would allegedly share in was not to the benefit of Classic alone, but to the benefit of all the Kingsland shareholders, of which Madge is one, in that it would put the company on a more secure financial basis. So the idea that Classic alone would benefit from this cannot be correct. Madge too, as a shareholder, would benefit from the improved financial solvency of Kingsland.

    Also, I don’t know why it seems so very difficult for some people to understand that the value of shares in any company is determined by what someone is prepared to pay for them and it does not mean that because you own X% of shares in a company that those shares are worth that percentage of the assets of the company. As far as transfer tax is concerned, the value of shares for that purpose is determined by the Corporate Registry, which had set that in 2005 at $40 per share. Therefore, Classic may have thought it was being generous by offering $52.50 to Mrs Knox. Anyway, it is a moot point. She decided to reject the offer and I don’t think anyone would question her right to do so. Is there any evidence that I am missing that has been posted that shows that someone has disputed her right to refuse the offer? I would like to see it. But absent that, with respect, the valuations of the assets of Kingsland by no matter who are not of relevance. Classic offered in 2005 what it thought was a fair price and Madge Knox rejected it. End of story. She keeps her shares, or will keep whatever is left of them after Colin’s estate has satisfied its claims for its costs of defending its right to sell its shares for the best offer that was on the table at the time. I think too that a brief, very brief, examination of the two offers is in order. Classic’s offer apparently, according to Keltruth, was $6 million for Colin’s shares and we see that he owned 28,750 of them. So you can work out that price for yourself – BUT, please factor in that Colin’s estate also had a law suit (and injunction) pending against Kingsland and so it has to be assumed that part of the reputed $6 million paid by Classic was to settle this lawsuit out of court. Contrast this with Madge’s reputed offer of $3.60 per share and I am told that Madge made no effort to address the matter of settlement of the outstanding litigation.

    Bottom line: which would anyone accept? $6 million, or $102,852? And once bound to sell to Classic contractually and Madge, having no right of preemption or first refusal, would you undertake the expense of a lawsuit against Classic when it enforced through the Courts its right to purchase?

    What has bothered me all along has been the picture of alleged downright malpractice and mala fides provided by Keltruth and BFP and, with respect, by omission Mr. Hoyos himself with respect to, not only the Barbados High Court and Court of Appeal, but, according to Keltruth and BFP and by omission, to BSJ, on the part of the Privy Council. It didn’t add up. Then, the Heaslet fishing expeditions with Peter Simmons in which BFP and Keltruth, while sounding off as loudly as they could about them, failed to publish. I started to question the reports I was reading – and with, as it turns out to my satisfaction, very good reason. Too much bleating by Keltruth and BFP and, in my experience, when something bleats, it is usually a goat. This certainly turned out to be a little billy goat.

    But that is not all. As I see it, this case is one dealing with private, individual Bajans in a private company registered under the Laws of Barbados and subject to Barbados courts and laws. There is no role here that I can ascertain for the Barbados Government or the people of Barbados, other than as the proper jurisdiction and authority within that jurisdiction. Why then is Barbados and its government and institutions being sued in Canada and, moreover, held up to ridicule and denigration in the international community? Me no understand. Mental Madge complained to the Privy Council and lost. What makes her think that the Canadian courts have either the jurisdiction or superior competence to re-try this action?

    The matters discussed in the Hoyos article deal with issues within the scope and authority of the Barbados courts, not Canadian courts and no effort that I can see has been made to bring these complaints that happened post the unfreezing of the Kingsland assets before the Barbados courts. If anyone has any issues post the unfreezing of the Kingsland assets, they ought to be brought for adjudication in BARBADOS not CANADA. To my mind, these are brought in Canada as a means of retrying the matters complained of to the Privy Council. That is an abuse of process. What are they trying to say. “Last time we sued, we lost, so let us try another country?” For all of any of us knows, they MAY have a case that will succeed for matter that occurred post 2005. The fact that they have tried to bring it in Canada makes it seem to me that they do not and are trying for a nuissance-value settlement. Ambulance-chasing lawyers tactics.

    When I managed to gain access to the court documents in the Canadian action, it became very clear to me that it was indeed an attempt to re-try a matter already adjudicated. Also, the lack of any legal substance at all REALLY bothered me.

    I admit that we are dealing with sharks. Cox had clearly got a very valuable property by trading on the need for money of a lot of very old people, but at least he paid them about $1.5 million each, instead of the $103,000 that Madge was trying to force them to accept. So based on that, who is the bigger shark?

    Finally, I have no doubt that the transfer of Madge Knox’s shares to this trust in Miami and the charging of same and the alleged transfer to Peter Allard and from Peter Allard to Nelson Barbados is fraud and I have no doubt that the Barbados courts will so decide and declare the transfers null and void. It is not a complex case – it is fraud pure and simple and as such cannot survive. How then can Nelson bring its action? Answer is that it lacks the standing to do so – and I cannot believe that Nelson took on what appears to be a $4.3 million dollar outlay of capital to “acquire” these shares without doing due diligence and finding all this out. Moreover, as this fraud action (in the Barbados courts) pre-dates the incorporation of Nelson by some years, one has to assume that Nelson took legal advice of competent Barbados legal counsel, who would certainly have advised it that it would lack the standing to bring the action it has and, moreover, the payment of Madge Knox of $4.3 million was a very bad gamble.

    Anyway, I expect that there will be a hiatus for the time being in this issue, except, of course, for Keltruth and BFP. My undertaking to BU and its readers is that I will, whenever they become available to me, post any documents that come my way – with my comments as is my right. Also, I will continue to respect and take on board any opinions, whether or not they accord with my own – and I will readily admit when I am wrong, but fight my corner when I think I am right. Mostly, however, while accepting that there are lots of things in our country that need to be addressed and changed, I believe that we are quite capable of doing this for ourselves and I will fight to the last breath in my body to advance that right and I will have no mercy now or ever on people like Mental Madge and her cronies headed by Mr. Allard who seek to denigrate us and call our humanity, fairness, integrity and the capacity to administer our country and its laws into international disrepute, simply because they did not get – and will NEVER get – what they want.


  29. I am sure I saw the $22 million the government owes to Kingsland from 1990 mentioned in the Nation newspaper some time ago but I cannot find the article yet.

    I searched this blog.

    Thanks to BWWR here it is http://bajan.files.wordpress.com/2008/08/john-knox-affidavit-1.pdf

    Read paragraph 102. I cannot find exhibit P to see what it says.


  30. BWWR,

    In my last post I simply reproduced the entire Hoyos article – none of that is my own commentary.

    You are correct, that article has little relevance to the Canadian case, but for those who are interested, this article may be relevant:
    ______________________________

    By Patrick Hoyos Published: March 2, 2006

    Peter Allard’s law firm, Gowling Lafleur Henderson of Ottawa has written to Prime Minister Owen Arthur and Attorney General Dale Marshall this week advising them that Mr. Allard has elected to proceed to arbitration over the Kingsland Estates matter.

    Mr. Allard’s lawyers say he is proceeding according to the Additional Facility Rules of the International Centre for Settlement of Investment Disputes, which was established by the World Bank to handle disputes between investors and contracting states, of which Barbados is one.

    In a statement issued by Sean Moore of Gowlings, the firm says it has also presented to the Barbados Government Mr. Allard’s list of suggested arbitrators for the dispute and have asked the Barbadian Government to do likewise.

    Mr. Allard’s basis for seeking international arbitration is that the government of Barbados is in violation of both Barbadian law and a number of international agreements, including the Barbados-Canada Foreign Investment Protection Agreement – FIPA (also known as the Canada-Barbados Bilateral Investment Treaty or BIT).

    The FIPA with Canada requires both countries to provide “diligent compensation at fair-market value” for expropriated property.

    Land at Kingsland Estates (KEL) has been compulsorily acquired over the years by the Government of Barbados but no compensation has been provided to date. The failure of the Government of Barbados to pay for the land, Mr. Allard claims, has suppressed of the value of the Kingsland Estates shares.

    Mr. Allard, originally from Vancouver and now a resident of Barbados, is well-known for establishing and developing Graeme Hall Nature Sanctuary at Worthing, Ch. Ch.

    Mr. Allard acquired his stake in Kingsland Estates Ltd. by covering more than $1.75-million US dollars in legal expenses incurred by Mrs. Marjorie Knox, a minority shareholder in KEL, a company founded by her father more than 60 years ago.

    Mrs. Knox has claimed for many years that her minority rights in Kingsland have been oppressed and the company is in danger of being taken over by corporate interests that would be able to acquire its land holdings for a fraction of its real worth. Kingsland owns 1,000 acres of land in the south of the island, where much urban and tourism-related development has been taking place.


  31. BWWR,

    Like Bush Tea (and no doubt many other readers) I am just trying to figure out if the old lady got robbed or not. And in particular, I would like to know what role was played in the affair by some of those named in the Canadian lawsuit.

    Having read the judgments, I think that poor Madge never really had a chance of succeeding. My understanding is that she had the opportunity to buy out the other shareholders at $30 per share but my take on it is that she tried to stall because she did not have the financing; and by the time she found a financial backer it was too late as the other shareholders had already entered into agreements with Classic. She tried to justify her stalling by arguing in court about the pre-emptive rights and that the offer to her was not on the same terms as the offer to Classic – but these arguments in my view had no chance of succeeding and this was confirmed by the Privy Council.

    The asset valuations, with respect, are indeed relevant because they establish that the company was worth a lot more than was offered by Classic. However the truth of the matter is that Madge had the opportunity to buy them at the same price (even though on less favourable terms). I suspect that if she had been able to raise the funds quickly enough she (and her backer) would have been very happy to buy the shares at the price.

    We will probably never know why the other shareholders agreed to sell, but remember that the company had been in poor financial condition for a long time. No doubt it was becoming very stressful for every one and threatening to tear the family apart, and so perhaps they just wanted it to be over. On the other hand, perhaps there were other more sinister factors involved.

    The Canadian case however is interesting because of the issue of government failing to pay for expropriated lands. Was there a grand conspiracy to hasten the financial demise of Kingsland and depress the value of its shares?

    I can’t imagine that this question will ever be resolved definitively, but I suspect that if we knew the beneficial owners of Classic the picture would become a lot clearer.

    I am not sure what Allard’s angle is, as I assume that he could easily have absorbed his early financial losses and just let the matter go. It seems to have gotten very personal now, and perhaps he is just trying to embarrass the people in Barbados who he believe wronged him. Don’t forget (if we are to believe Hoyos) that Allard had been trying to acquire some of Kingsland’s property and that Classic and Allard had some kind of alliance that went sour.

    At any rate, I am just speculating. The more information that we are given, the more it becomes clear how much we do NOT know.


  32. All I can see so far is that family ripped off family from within and used outside power to do it.


  33. @ over n away

    I did not gather that. I think those that wanted to sell, they were very poor and old by the time and practically hand to mouth, as the plantations had stopped producing since 1990, sold and Madge who did not, still has her shares. If the land is valued as much as John Knox implies, then she is a rich woman. If so, then she should sell some or all and pay her outstanding judgments. I cant see her working with Classic the majority share holder after taking them to court.


  34. My apologies for not responding sooner, but I was not feeling too well for a few days after my trip – when you reach over 80, you have to be more careful.

    Brutus, I cannot argue with you on this one. I happen to think exactly as you do. I note that you say that the Canadian case is interesting. You do not say that it is right. I agree that it is interesting for precisely the reasons you set out. However, it is none-the-less a disgraceful abuse of process and of the people of Barbados.

    Pat, you are as always, correct and have put your finger right on the heart of the question as I see it. If Mr. Allard has the money to commence and start all these no-hope actions, then he has the money to pay off Madge’s costs, keep her interest in Kingsland secure and capitalise on it. I can see absolutely no error in the judgments of Greenidge, Chase or the Privy Council. Actually, as I have said, the case ought never to have been brought.

    I personally have been wanting to acquire a particular property for many years, but the owners do not want to sell. So that is it. What makes Allard think he can force someone to sell something to him?

    My suspicion is that Allard financed the Knox action on the undertaking that Madge would sell him the beach properties for far less than their value. The action failed and the properties were sold to someone else. Allard wants revenge and, rather than identify the opportunity to share in the profits that Kingsland will make which, according to John Knox, are enormous, he has chosen revenge. Cut your nose off to spite you face. Clearly Mr Allard has inherited his wealth, otherwise he would be looking to capitalise on what remains, rather than seeking to revenge himself for losses.

    over n away, I did not post the exhibits to the John Knox affidavit, simply because the file was too large and would not send. However, if you would like BU’s readers to see that exhibit P, why do you not post it, since you have clearly seen it and are intimately acquainted with it? Go ahead. It is I am told, a letter from the Canadian High Commissioner to Barbados to a partner of the prestigeous law firm of Gowling Lafleur Henderson LLP, which was representing Nelson (under another name) and Allard. I wonder why Gowlings is no longer on this case. It is a firm far better suited to this kind of litigation than some half-baked little goat pen in Orillia. My suspicion is that Allard could not get Gowlings to expose itself through this kind of abuse of process and had, instead, to retain farmyard stock where the standards are lower.


  35. BWWR

    Gowling & Henderson has a national reputation to maintain. They hire only from the top 2% of law grads to work in the firm. One of my neighbours started out there. They are so busy, the now run a 24 hour service and the new young lawyers have the evening/night shifts, but they pay very, very, very well.


  36. In an article by Pat Hoyos, dated June 29/05, about the Privy Council decision, he states “Meanwhile, two years ago Mrs. Knox filed a separate lawsuit against Kingsland claiming it acted oppressively against her interests.”

    Does anyone know anything about this lawsuit?


  37. According to Knox’s affidavit (para. 95), after acquiring Kingsland, Classic obtained a loan to pay (at least in part) for the Kingsland shares and purchase the BACT mortgage, using the assets of Kingsland as collateral.

    Now, if true, that was truly a classic move!


  38. I agree with over n away – it would be useful to see Exhibit P to Knox’s affidavit referring to the $22,000,000 owed to Kingsland by government.


  39. I didn’t know that Gowlings now had a 24 hour service. Very interesting, Pat. It makes sense though, as nowadays if you want to do business internationally, because of the datelines you would have to do it that way. Would not have suited me at all.

    I hope over n away will post it exhibit P. I don’t make any promises, but I will see what I can do to get a copy and post it if over n away is not able to get a copy.

    The separate lawsuit. I have heard about it. It is against certain named directors (former) of Kingsland, but in their capacities as directors. I understand that all of the defendants are ready to ‘rumble’, but that Madge’s counsel cannot seem to make the effort to have it set down for hearing. So my information is yes, the lawsuit exists – and no, Madge seems very reluctant to have it heard. My gut feeling is that the reluctance has to do with the fact that it is probably res judicata (already tried and decided).

    I believe the case in question was filed in 2001, just after Greenidge J had ruled against Madge.

    For what it is worth, in the case she lost before the Privy Council, Madge sued Kingsland’s directors, not only as shareholders, but also in their capacities as directors. She complained of and lost both at first instance and on appeal, of oppression, but abandoned this complaint before the Privy Council – it was not a part of the grounds of her Privy Council appeal, which means that she had accepted the judgment that she was NOT oppressed – by the directors. My gut feeling is that this is another nonsense action. If I can get hold of the pleadings in the case, I will post them. No promises. I am pretty sure that the courts will rule that the case is already tried and determined. It explains the lack of haste with which it has been prosecuted. It was filed at least 5 years ago, if it is the one I have heard discussed. It is my experience that when a lawyer knows he is up a gum tree, he delays for all he is worth, then when it goes to trial, talks and talks and talks – for days, while opposing counsel have usually said all they have to say in an hour or hour and a half maximum.

    Brutus, I agree it is most certainly a classic. While I deplore things like that, I still have to admire it – and there is NOTHING illegal about it. It shocks and disgusts me, while at the same time I have to admire the neatness of it, as compared to the ham-handed tactics of Madge and Allard. I mean, buy Kingsland with Kingsland. If that is what happened.

    But has any of this got to do with Barbados and its people? Why are our systems, our country, our insitutions and our elected representatives being represented as some banana republic with no competence to self-rule. Why are we being sued? Why is this old Bajan divorcee and the Canadian trying to denegrate us in the international community? Answer: Spite and malice.


  40. Well Brutus finally picked up on the manouvre of all manouvres. I suggested earlier, I think to BT, that Madge should have bought another block and leverage thos 52,000 shares to get a loan to purchase the rest. No one saw the efficacy of it. Good for Classic. I would have done the same.


  41. BWWR

    Gowling & Henderson had 3 shifts. I hired an intern whose fiancee was on the 4:00 pm to midnight. There were always lawyers in the offices over night and they had a suite of bedrooms with showers. That was in 2001. They had an evening maid who came in and cooked meals for the evening and night people.


  42. After all the enlightenment,
    I have a ‘foolish’ question for the two ladies, Pat and BWWR.
    I accept your position which, as I read it, says “hard luck to Madge, but business is business and that is the way the cookie crumbles.”

    In Bush tea’s simple mind, a simple old woman has been out maneuvered out of her inheritance by smart, savvy, but heartless business people, using the Law as their weapon of choice. (I know she still own shares – and that these have value – her legal fees will no doubt cancel this)
    So…
    How come you two are so peeved by her (completely legal) action of taking the matter through what ever available court system (as no doubt is her right)?
    …..is there some rule that once you have been legally shafted, you are REQUIRED to go away quietly and let the victors enjoy their spoil?

    …And if Bush tea’s perspective is shared by Madge and her team, why should they not seek to condemn the whole society that would condone such a system where the ones with the best legal clout gets to take what ever spoils they should target?

    Indeed, to my mind, if indeed such maneuvering is indeed business as usual in Barbados, then it exposes a cancer that needs to be addressed.

    Any society that fails to protect the weakest among its citizens, and fails to guarantee FAIRNESS in the face of bullying – whether physical or legal.

    It is also particularly noteworthy that you two (women) have chosen to adopt the legalistic rather that a humanistic attitude to the issue.

    …well maybe it is more than one question…


  43. BT,

    Not only in Barbados. That type of thing is legal in many countries. It is done in real estate on a daily basis – leverage, leverage, leverage. Oh, dont get me wrong, I think Madge was right to hold on to her shares, especially if she knew or thought that the land would be worth more in the future. What I take issue with is the whole lot of court cases, rather than sitting on her nest egg, and letting Classic or whomever improve the property to her benefit. I call it a case of throwing good money after bad. It is all the court costs that may end up leaving her poor.

    Remember BT, nobody took Madge to court. It is the other way around. I was very sympathetic to Madge and her case from reading BFP and said some cruel things about the alleged wrongoers. However, after reading the documents that BWWR posted I changed allegiance.

    Right now I am sitting with two dogs in my portfolio, but do I unload them? Naw, I am hoping for a silver lining.


  44. Pat,

    If I find myself in any kind of legal turmoil, I will be seeking advice from you and BWWR. (pro bono of course…), but not if any kind of compassion is needed. …LOL

    Suppose the case is that Madge is not driven by the money? What if she desired only to continue her accustomed lifestyle in peace? Does she not have that RIGHT? Your logic only works if money is the ultimate objective…

    …lets say I am a multi -billionaire and I take a liking to your neighborhood. You have lived there all your life and would like nothing more than to live out your life in peace and die in peace.
    All your mercenary neighbors sell out….and as dominant neighbor, I proceed to completely reorganize your whole neighborhood – completely shattering your world…

    …you COULD take the money and be rich, but you ONLY want peace and quiet…. I suppose you would just move quietly to a new quiet neighborhood and wait for the next move… (yea right!!)

  45. Red Lake Lassie Avatar

    Nelson company paid BDS$425,000 in costs!!!

    That was so they could continue their court case!!!

    They must be pretty sure about winning to do that IMHO. I’m impressed.

    I read somewhere on one of the blogs (I forget which one) that none of the foundational issues surrounding Kingsland Estates have ever been heard before any court. So far it has been nothing but lawyers wrangling over what evidence will be allowed, where the trial should be held, who should be sued and if a trial should be held.

    Delay, delay, delay is what lawyers do and if I had a lawyer and I was afraid of losing I would want the best one to do that delaying to wear out the other side.

    But I feel it is inaccurate to state that this Kingland Estates matter has been heard in any substantive way before any court.

    Nelson corporation obviously have deep pockets and if they made that kind of money they are no fools. IMHO they are pushing to get the case to a trial where the defendants can’t hide behind lawyers.

    Laaaaaaaaawd I would love to see some of the big names on that list being forced to testify under oath about what they did or did not do about the valuable land that is at the centre of the dispute!

    Maybe we will have the chance to hear why some of those names are on the defendants’ list!


  46. ok bfp


  47. Red Lake Lassie, you are easily impressed. If Allard breaks wind, you are impressed by the “bouquet”. I expect you to be impressed when Nelson loses the jurisdictional motion and to see it as a victory for Nelson. I will be disappointed if you are not impressed by Madge when she loses the fraud action and is branded a fraudster. Poor you.

    Bush Tea, I expect that the other Kingland shareholders, most of them older than Madge, also had dreams of a quiet life. After working all their lives and supporting Madge and her children totally, maybe they had some expectation too of a quiet life. And Keltruth, please do not tell me about how Madge, age 16, went to keep house for Vere at Adams Castle and worked like hell raising chickens. You see, I remember it. Miss Madge keeping house by giving orders to maids and yard staff and then going off with her various boyfriends. She never actually raised a hand as far as house or chickens were concerned and she didn’t cook, because Vere and she would travel the tremendous distance (about one mile) from Adams Castle to Kingsland to take their meals there. Marriage for Madge was not a move into her husband’s house, but into a house supplied by her family – with full domestic staff and all taxes and utilities paid by the Deanes. Children’s school fees paid by the Deanes not Knox. Today, she lives rent free in a house now owned by Classic, whom she is suing, along with the startlingly successful “Prof” Jhn Knox who, like Mummy, has never paid a cent of rent either – takes after dear old Dad. So, because she wants to continue her hardworking life – giving orders to servants is, I am told, hard work – the rest of her family who supported her and her children from the day she was born must sacrifice for her any prospect of their comfort and ease in their old age. Try that angle, Bush Tea.

    Pat, as always, right on target.

    Oh, by the way, Red Lake Lassie, why some of those names are on the defendant’s list in the Ontario action? That is what we would all like to find out. We have read the pleadings and the affidavits of the Nelson principal affiant, the great Prof. Knox, and we cannot ascertain one single reason why they are there. And by “we” I mean a group of my friends worldwide, most of us formerly in the legal or corporate field, who are confounded.

    However, we know why the Country of Barbados and its most senior officers are there – to try to give some credence to the jurisdictional correctness of Canada. Pat will know what I mean when I say that this is a fiction to try to claim rights under a bilateral trade agreement.

    So, once again, I go to the heart of the issue as I see it. How dare this ancient, privileged divorcee who has never worked a day in her life bring an action against and try to denigrate our country and adversely affect our people, simply to fuel her own and her master (Allard)’s vengeance because Barbados applied its laws and refused to subvert them at the whim of Allard? As far as I am concerned, the Deanes and Kinsland and Madge and Allard can tear themselves to pieces – SO LONG AS THEY DO NOT HARM (OR TRY TOHARM) BARBADOS. But Knox and Allard and their mouthpieces, Keltruth and BFP are trying to cause harm to Barbados as a pressure tactic to get us to go against our own laws.


  48. Bush Tea, Pat can work for you pro bono if she likes. Me, however, I did a LOT of pro bono work before I retired and I paid my dues. So, like the old Deanes, I putting my feet up, except when somebody tries to harm my homeland. My patriotism is the only thing now that will make me work. I suspect, but I will not speak for her, that Pat is the same as me.

    But yes, I know you are joking.


  49. I have to say BWWR though, that your personal dislike for Madge and her lifestyle shows.

    I am not clear why you would be so upset that she lived as though she was ‘born with a silver spoon in her mouth’ as my mother used to say.

    You come across as having a personal grudge which colours your perspective and drives your legal position.

    She WAS rich, why should she not live the way she wanted. We all have our idiosyncrasies….


  50. BWWR

    Comes acros as a nasty,vindictive liar.

    I believe nothing that person has to say – something seems very fishy about all of this so called information that they are giving which they say they are doing :”just because they love their country’.

    Yeah,right go tell that to the birds.

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