American businessman wins casino lawsuit

Thomas Baker sued Moore, two Turkish businessmen Sudi Ozkan and Zafer Hakan Unal and three companies, Forty Four Ltd, Club Princess and Alnando Corporation in November 2011 and the judgement was handed down on Monday by Justice Eleanor J Donaldson- Honeywell.

The matter involves a dispute over the shareholding of two local companies, Forty Four Ltd and Club Princess Ltd. The arrangement at the time of incorporation of both companies was for Alnando Corporation (which is controlled by the Turkish businessman Sudi Ozkan) and Dallas Corp to each own 50 per cent of both companies.

The action filed by Baker’s attorneys stated each of the two shareholders would have a director on the boards of the two local companies.

At the time of incorporation, Dallas Corp was controlled by Charles Frost. After Frost died in July 2011, 51 per cent ownership of Dallas Corp went to Thomas Baker and 49 per cent to Frost’s estranged wife, Chrain Frost. Court documents alleged that in breach of this arrangement, no shares were ever issued by the two local companies to Thomas and Dallas Corp.

Moore, at that time was the corporate secretary of both local companies operating as casinos in Trinidad, and since no shares were issued, she was deemed to hold the shares of both companies in trust, hence her being named as a defendant.

In her judgement Donaldson-Honeywell said Baker’s reasonable expectation were breached through the failure to issue shares and to give access to financial records and also by the failure to allow Dallas Corp to be represented on the Boards of these companies. It was also breached by not allowing the claimants to share in controlling of the business of Forty Four Ltd and Club Princess and by the exclusion of the claimants from the business operations of the two companies and the failure to identify other company officers who could provide information.

She therefore ordered the defendants to issue 50 percent of the shares in each of the companies to Dallas Corp forthwith. Baker is to be appointed as a Director on the Boards of Forty Four Ltd and Club Princess.

A receiver manager is to be appointed to run the affairs of these two companies. Donaldson- Honeywell also ordered that the parties are to agree to an auditor within 14 days of the date hereof failing which the Registrar will give directions as to the auditor to be appointed to take over the taking of the account.

On completion of the audit the parties are granted liberty to apply to the Registrar to appoint an investigator into the affairs of the two companies.