Thermoplastics Jamaica Limited and its subsidiary Plas-Pak Limited are the winners in a suit brought by Jamaican Redevelopment Foundation Inc. (JRF) to rectify the records of the Registrar of Companies. In 2002 JRF had caused a Memorandum of Complete Satisfaction of a debenture given by Thermoplastics Jamaica Limited over its assets to be registered with the Registrar of Companies. The Memorandum of Complete Satisfaction and related Discharges of Mortgage all stated that the debenture “was wholly satisfied on the 31st December 2001.”

In 2002, JRF appointed Douglas Chambers as receiver and manager of the assets of Thermoplastics (Jamaica) Limited and Plas-Pak Ltd. in place of Richard Downer who had been appointed receiver/manager by National Commercial Bank Jamaica Ltd. in 1998. On his appointment as receiver/ manager of the two companies, Chambers conducted a forensic audit of their books for the period when Richard Downer was the receiver/manager. As a consequence of this he filed three lawsuits against Richard Downer, Everton McDonald, John Lee and their firm PricewaterhouseCoopers and others. The three suits were consolidated into one.

In July 2005 immediately before the commencement of a trial of the three suits brought by Douglas Chambers on behalf of Thermoplastics and Plas-Pak against Richard Downer, Everton McDonald, John Lee, PriceWaterhouseCoopers and others, JRF wrote to Douglas Chambers demanding that he agrees to accept the sum of US$500,000 being offered by the defendants in settlement of the suits. Chambers refused the offer and his appointment as receiver was immediately terminated by JRF.

Two days later when the trial commenced, attorneys for JRF appeared and claimed that JRF, as the debenture holder, had appointed Kenneth Tomlinson as receiver and manager of Thermoplastics and Plas-Pak. Counsel for Thermoplastics and Plas-Pak produced to the court a Certificate of Complete Satisfaction of the debenture under the seal of the Registrar of Companies and argued that JRF was no longer a debenture holder and that the purported appointment of Kenneth Tomlinson was illegal.

Mr. Justice Jones adjourned the trial in order to permit JRF to make an application to the court to have the register of the Registrar of Companies rectified.

Another suit

On the January 13, 2006, JRF filed another suit in the court seeking 14 declarations and orders including whether the said Memorandum of Complete Satisfaction of charge or mortgage “was null, void and ineffectual” and whether its “appointment of Kenneth Tomlinson as receiver and manager of Thermoplastics (Jamaica) Limited (in receivership)” was lawful.

The trial of this case took place on January 17, 19 and 26, 2007. At the conclusion of the trial judge, Mr. Justice Marsh, reserved his decision. On the July 16, 2010, some three years and three months after the trial, the judge has found that JRF was the lawful holder of the debenture granted by Thermoplastics and that the debenture has been fully satisfied and lawfully discharged. The judge also declared that the appointment of Kenneth Tomlinson by JRF to be receiver and manager of Thermoplastics (Jamaica) Limited to be unlawful. Judgment has been entered for Thermoplastics and Plas-Pak. The Jamaican Redevelopment Foundation Inc. has been ordered to pay the costs of the defendants.

Walter Scott and Conrad George instructed by Hart Muirhead Fatta appeared for JRF. Paul Beswick, G. Anthony Levy and Raymond Clough instructed by G. Anthony Levy and Co. represented the Thermoplastics and Plas-Pak.