Previous installments: The Cross-Examination of Chief Justice Sir David Simmons - I, II, III, IV

Sir David is one of many defendants in a case brought by Nelson Barbados Group Ltd. regarding Kingsland Estates Ltd., Barbados. (Ontario Superior Court of Justice, Court File No. 07-0141) This post relates to the fourth portion of his testimony, formerly discussed in my post,  Sir David Simmons Not Sure About Directorships

 

Simmons Testified That He Resigned in 1994 - Why Was This Resignation Registered in 2007?

Sir David testified that he resigned in 1994. His letter of resignation from the board of directors of S.B.G. DEVELOPMENT CORPORATION is dated September 7th, 1994. This resignation was registered on August, 23rd 2007.  The bottom of the form is signed on the same date by “Chairman” Peter Simmons, Sir David’s brother.

Both the stamp on the top left, and the note on the top right are dated 2007. Item 4. states 1994. Click on the image above to see the entire page, including the signature of Peter Simmons.

 

In September 1994, S.B.G. Reported to Have Been a Party to a Big Deal

My previous article, 1994 Scandal: DLP Finance Minister David Thompson signed multi-million dollar Kingsland deal with company of David Simmons & Deputy Prime Minister Greaves!, refers to a signing of documents by Finance Minister David Thompson (now Prime Minister of Barbados). Quote from September 3rd, 1994 Sun:

On September 2nd, 1994, Finance Minister David Thompson (now Prime Minister of Barbados) initialed an agreement that brought together S.B.G., Kingsland and Canadian investor, Graham Brown.

Notably, S.B.G. was listed as one of the companies involved with the Canadian investor. 

Six days after this big deal, Director David Simmons resigned! At the time David Simmons resigned, there was only one other director, Peter Simmons.

 

Articles of Incorporation require Two Directors!

S.B.G.’s articles of incorporation (see below) state that there is a minimum of two directors. It is assumed that when David Thompson initialled the agreement, S.B.G. had contractual obligations to fulfill, and was expecting to benefit financially. In my opinion, it does not make sense for David Simmons to resign without first appointing a replacement director. It does not make sense to me that David Simmons would resign from S.B.G. if his resignation would violate the articles of S.B.G. If a company has contractual agreements should it not try to comply with the rules so that the agreements are not voided?

This snip from the Articles shows the minimum number of directors as two.


 

Did S.B.G. DEVELOPMENT CORPORATION continue operations after September 7th, 1994?

In my mind there are four possibilities:

  1. S.B.G. continued business with one director
  2. S.B.G. abandoned its contractual obligations and forfeited potential benefits
  3. S.B.G. had already transferred its interest to another company (see related at the end of this post)
  4. the entire massive business deal evaporated within six days (see immediately below)

 

Here is evidence suggesting that S.B.G.’s commitment was a long-term one, and that it may have lasted longer than six days! Click to download entire article.

 

Why Was David Simmons’ Resignation Registered in August 2007?

David Simmons’ resignation was registered by Peter Simmons on August, 23rd 2007, almost 13 years after the date on the resignation letter. Why on this particular date?

Sir David Simmons and Peter Simmons were sued by Nelson Barbados Group Ltd.  in early 2007. Peter Simmons swore an affidavit for this suit on the 9th of October, 2007. In his cross-examination of 29th October, Peter Simmons was unable to recall who brought it to his attention. Could it be that this lawsuit jogged the memory of Peter Simmons that he was violating the rules? 

 

What happened to the twenty-year commitment and the $48 million dollar mortgage?

 

Next: Was David Simmons’ Resignation from Gem Travel in Order?

 


Related: Keltruth Corp. Post, November 14th, 2007 -  David Simmons, SBG & VECO Chapter II  

This extraordinary [1992] meeting was called to approve the transfer all of the assets of Kingsland to a company called Latitude Golf Development Ltd! A two thirds majority was required to pass this. At the meeting Marjorie Knox expressed her opposition to the transfer. The Chairman, Errie Deane explained at this extraordinary meeting that an error had been made. The existing shareholders could not pass such a resolution but it would be for the new S.B.G. shareholders to do it.