Albert Raoul Fleming et Al v Emile Valentine Davis et Al

• Jurisdiction: Anguilla
• Court: High Court (Saint Christopher, Nevis And Anguilla)
• Judge: Moise, J
• Judgment Date: 04 December 2025
• Judgment citation (vLex): [2025] ECSC J1103-1
• Docket Number: CLAIM NO: AXAHCV2022/0022

In the Matter of Syrus Holdings Limited, Dynamo Holding Company Ltd, Sea Haven Development Company Limited & Wendore Limited

Between:

[1] Albert Raoul Fleming

[2] Marie Dominique Fleming (In their capacities as the court appointed guardians and trustees of Raoul Albert Fleming)

Claimants

and

[1] Emile Valentin Davis

[2] Syrus Holdings Limited

[3] Dynamo Holding Company Ltd

[4] Sea Haven Development Company Limited

[5] Wendore Limited

Defendants

[2025] ECSC J1103-1

Before:

His Lordship The Honourable Justice Ermin Moise

CLAIM NO: AXAHCV2022/0022

EASTERN CARIBBEAN SUPREME COURT

IN THE HIGH COURT OF JUSTICE

(CIVIL)

Appearances:

Ms. Jean M. Dyer of counsel for the Claimants

Mrs. Cora Richardson-Hodge for the 1 ^st Defendant

1 Moise, J.: This is a claim regarding the beneficial ownership of the 2 ^nd to 5 ^th defendant companies. The claimants are siblings and biological children of the late Raoul Albert Fleming (Mr. Fleming). At all material times Mr. Fleming was the beneficial owner of the 2 ^nd to 5 ^th defendants. The 1 ^st defendant (Mr. Valentine Davis) is referred to as the foster child of Mr. Fleming. Although no formal adoption or similar procedure was ever carried out, it is not disputed that Mr. Davis grew up in Mr. Fleming's household at one point and was referred to as a son. Mr. Davis has over the years worked in Mr. Fleming's various businesses in St. Martin and Anguilla. In summary, this claim seeks to set aside various transactions regarding the 2 ^nd to 4 ^th defendant companies, which the claimants assert were initiated by fraud on Mr. Davis's part. They therefore seek the following orders:

• (a) an order setting aside the transfer of the 2 ^nd defendant's shares to the 1 ^st defendant:

• (b) an order setting aside the transfer of the 125 shares of the 4 ^th defendant to the 1 ^st defendant;

• (c) a declaration that the 5 ^th defendant is the sole director of the 2 ^nd defendant;

• (d) an account of all money belonging to the 2 ^nd and 3 ^rd defendants received by the 1 ^st defendant (including proceeds of sale of land in Cole Bay, Sint Maarten);

• (e) a declaration that the 1 ^st defendant is disqualified from acting as a director in the 2 ^nd through 5 ^th Defendants; and

• (f) an order restraining the 1 ^st defendant from excluding the 2 ^nd claimant from participating in the management of the 2 ^nd through 5 ^th defendants.

The Facts

2 Mr. Fleming died on 23 ^rd June, 2023 after the filing of this claim. At the time of the filings, the court had appointed the claimants as guardians of his affairs in Anguilla. Prior to his death, sometime in November 2019, Mr. Fleming was diagnosed with Alzheimer's by Dr. Michael Gordon MD at Broward Medical Center in Florida. By that time, he was semi-retired and had granted general power of attorney dated 27 ^th August, 2008 to the 1 ^st claimant (Mr. Fleming Jr.). Mr. Fleming Jr. stated that from the date of his father's diagnosis he has handled all of his father's affairs primarily on the French side of St. Martin.

3 Based on the facts presented in this case, it is apparent that Mr. Fleming was a rather successful businessman and politician in Saint Martin. He was the Mayor of the Commune Saint-Martin from 1982 until his retirement in 2007. Mr. Fleming also registered a number of companies as conduits through which his business affairs were handled. These companies included the 2 ^nd to 5 ^th defendants in this case which were registered in Anguilla. The 2 ^nd defendant was the registered owner of a number of parcels of land on the island. For the purposes of this judgment the 2 ^nd to 5 ^th defendants will be referred to as Syrus Holdings, Dynamo Holding, Sea Haven Development and Wendore Ltd. respectively.

Syrus Holdings

4 As it relates to Syrus Holdings, it is pleaded that Mr. Fleming was the sole ultimate beneficial owner of this company. The claimants assert that he held his shares in Syrus Holdings through his nominee, AGM International Ltd. This company was at all material times controlled by Mr. John Benjamin, who is also now deceased but was, at the time, an attorney at law practising in Anguilla. It is also pleaded that Mr. Fleming owned a number of parcels of land in Anguilla through Syrus Holdings. A number of registers from the Land Registry in Anguilla were exhibited in support of this assertion.

5 In his affidavit in support of this claim, Mr. Fleming Jr. asserts that in November 2020, after his father had already been diagnosed with Alzheimer's, he and the 2 ^nd claimant (Ms. Fleming) enquired as to the status of the lands in Anguilla. He was surprised when Mr. Davis informed him that there was no land owned by Mr. Fleming in Anguilla. Mr. Davis informed them that the various parcels of land had in fact been transferred to him. It was stated that the claimants requested proof of Mr. Davis's assertions. On 1 ^st December 2020, Mr. Davis sent an email to Ms. Fleming. Attached to this email was a letter of 3 ^rd July 2015 which Mr. Davis presented as proof that Mr. Fleming was no longer the “indirect” owner of the lands in Anguilla. The letter was addressed to Mr. John Benjamin from Mr Fleming and requested that the 2 shares held in Syrus Holdings by AGM International Limited be transferred to Island Assets Company Limited for the nominal price of US$1.00. I understand Island Assets Company Limited to be a company owned by Mr. Davis.

6 Mr. Fleming Jr. stated in his evidence that the claimants became suspicious of the content of this letter for a number of reasons. Firstly, Mr. Fleming consistently expressed, over a number of years, that his nine (9) children, including Mr. Davis, would equally inherit the property he owned in Anguilla and in Sint Maarten. In addition to that, Mr. Fleming traveled to Anguilla sometime in May 2019, along with Mr. Davis, in relation to the sale of certain lands he owned in Anguilla. That would have been approximately 4 years after the date that Mr. Davis states that the lands had been transferred to him.

7 Further, it was the claimants' evidence that, sometime in December 2021, Ms. Fleming was contacted by Syrus Holdings' registered agent in Anguilla, a company by the name of Stott & Co., who informed her that Mr. Davis was attempting to remove Wendore Ltd. (an Anguillian international business company of which she and Mr Davis were the only directors) as sole director of Syrus Holdings. Mr. Davis was also attempting to sell one of the parcels of land owned by Syrus Holdings in Anguilla. Ms. Catherine Brookes, an employee of the registered agent, insisted that Ms. Fleming needed to sign the documents authorizing such actions as she was a co-director in Wendore Ltd. Ms. Fleming refused to sign the authorization and a meeting was arranged between herself and Mr. Davis in Sint Maarten on 16 ^th December, 2021.

8 During the course of this meeting, Mr. Davis produced a resolution dated 1 ^st October 2021. In that resolution it was stated that Wendore Ltd. would immediately resign as Syrus Holdings' sole director. It was stated in evidence that Mr. Davis also informed Ms. Fleming that Mr. Fleming's visit to Anguilla in May 2019 was because he needed money, and that Mr. Davis was selling his land in order to assist Mr. Fleming. Ms. Fleming was obviously not satisfied with this information and refused to sign the resolution. She did not believe that Mr. Davis was the owner of the lands in question. She also did not believe that Mr. Fleming was in need of any such financing. For his part, Mr. Fleming Jr. stated that, as his father's lawful attorney-in-fact, he was aware that he had significant financial means. He was not a man of ‘straw’. Further, in Mr. Fleming's latter years, Mr. Fleming Jr, was present at all meetings concerning his affairs and privy to all such discussions.

9 A family meeting was convened in the last week of December 2021. Mr. Davis attended that meeting and presented a file from Mr. John Benjamin's office. Mr. Davis presented a letter dated 7 ^th December 2021 to Stott & Company Limited. Again, in that letter he purported to, as President of Wendore Ltd., tender Wendore Ltd.'s resignation as director of Syrus Holdings. Mr. Davis also presented a resolution of Syrus Holdings dated 7 ^th December, 2021 purporting to accept this resignation and appoint himself as the sole director of the company. It is contended that Ms. Fleming, as a co-director in Wendore Ltd, had to also authorize this resignation. She has insisted, in her own evidence, that she had not given any such authorisation.

10 Ms. Catherine Brookes, who was the compliance manager for Stott & Co., was summoned to appear in this trial. She corroborated what was stated about Mr. Davis's attempts to have Wendore Ltd. removed as director of Syrus Holdings without authorization from both directors, as was required. In fact, Ms. Brookes goes on to state that Stott & Co. became so suspicious of Mr. Davis's actions that a report was made to the police that he was potentially engaged in fraud.

11 The family's suspicion regarding Mr. Davis's actions was further fueled by events which took place on 27 ^th December 2021. On that date Mr. Davis presented two letters to Ms. Fleming. The letters were purporting to be from Mr. Fleming, addressed to Mr. John Benjamin and dated 14 ^th May 2018 and 25 ^th June 2018 respectively. The letter of 14 ^th May, 2018 essentially instructed Mr. John Benjamin to transfer the 2 shares held by AGM International Limited on behalf of Mr. Fleming to Mr. Davis. The letter of 25 ^th June, 2018 instructed Mr. Benjamin to transfer the 2 shares to a company named Skave Ltd. The claimants assert that this was suspicious because Mr. Davis provided no explanation as to the delay in presenting this information to them. This would have also had the effect of disinheriting the remainder of Mr. Fleming's children.

12 The claimants therefore arranged for the letters to be examined by a handwriting expert,...