Judge rules out RBTT Trust

RBTT BANK Trust Company Ltd, the trustee of the Textel Pension Plan, has been removed from High Court proceedings involving the pensioners and Telecommunications Services of Trinidad and Tobago (TSTT). Justice Peter Jamadar, presiding in the Port-of-Spain High Court, yesterday upheld a submission by attorneys representing RBTT Trust that it should not be a party to the proceedings as the pensioners do not fall in the category of ‘oppressive persons’ under the Companies Act 1995. Eugene Lopez, a former manager at Textel, took TSTT and RBTT Trust to court in 2003 for more than $179 million in the Textel Pension Plan. But before the matter could get off the ground, attorneys for RBTT Trust made an application dated January 15 that the court action disclosed no reasonable cause of action against the trust company.

Dr Claude Denbow SC and Kelvin Ramkissoon appeared for Lopez, while Christopher Hamel-Smith SC and Peter Rajkumar, represented RBTT Trust. Lopez, who represents a number of former Textel workers, contended that the case was an oppressive one under Section 242 of the Companies Act. He alleged that the business of TSTT in relation to the Textel Pension Plan of which RBTT Trust is the trustee, was being carried on or had affected a result that was oppressive or unfairly prejudicial to, or unfairly disregards the interest of the pensioners. Justice Jamadar said there was no dispute that RBTT Trust was the trustee of TSTT with respect to the pension plan.

Hamel-Smith, in his submission, contended that Lopez or the other pensioners did not fall in the ‘specified category’ of persons in the Companies Act that any alleged oppression may affect — such as, shareholder, debenture holder, creditor, director or officer of the impugned company. In his response, Denbow said while he agreed that the alleged objects of oppression did not fall within the stated member of the “specified category,” he described Lopez as a “proper person” who was entitled to bring an oppression action under the Companies Act. He also contended that the omission of “proper person” in the “specified category” of persons was an obvious oversight by the legislature, and that the category ‘proper person’ ought to be read into the section to fill the legislative gap.

He added that this would give effect to what Parliament “undoubtedly intended” and the court was invited to order that this be done. But Justice Jamadar disagreed saying that Parliament intended on its own deliberate judgment to reform the law relating to companies with the limitations expressly provided for. “Thus, there is no justification for a court to consider reading into the specified category in Section 242 (2) the additional class of ‘proper person’ or any other class of persons.” The judge found that Lopez did not fall within the specified category and as a result ordered that RBTT Trust would no longer be part of the proceedings. He ordered Lopez to pay costs fit to senior and junior counsel. He then adjourned the case against TSTT to November 1. After the hearing, Lopez said he intends to appeal Justice Jamadar’s decision.