Myriam Chaberlot Guiton Plaintiff v Stefan Guiton First Group Ltd Sampan NV dba Arteca Defendant [ECSC]

• Jurisdiction: Anguilla
• Court: High Court (Saint Christopher, Nevis And Anguilla)
• Judge: SAUNDERS, J.
• Judgment Date: 12 December 1996
• Judgment citation (vLex): [1996] ECSC J1212-1
• Docket Number: No. 1 OF 1995
• Date: 12 December 1996

[1996] ECSC J1212-1

THE EASTERN CARIBBEAN SUPREME COURT

IN THE HIGH COURT OF JUSTICE

No. 1 OF 1995

Between:

Myriam Chaberlot Guiton

Plaintiff

and

Stefan Guiton

First Group Limited

Sampan NV dba Arteca

Defendant

Mr. I. D. Mitchell QC for the Plaintiff

Mr. M. Holdip for the Defendant

SAUNDERS, J.

1 Myriam and Stefan Guiton are a French couple. Mrs. Guiton works in a clothing shop. According to her husband, she is also the owner of several companies. Mr. Guiton started off as a carpenter. He is now a successful and experienced businessman. He owns and directs various companies. In 1987 the Guitons were in love with each other. They got married in June, 1987. Mr. Guiton bestowed expensive gifts upon his bride including a Piaget watch and an emerald and sapphire ring.

2 Not long before the marriage, about May 1987, Mr. Guiton agreed to purchase a boat, "HAPPY DAY", in Florida. By September of that year he had completed the purchase of the vessel. In October 1987 the boat arrived in St. Martin where the couple resided. The couple spent many happy days on the boat between 1987 and 1989. In March of the latter year they attended a firm of solicitors in Anguilla. During that visit certain instructions were given to those solicitors.

3 As a result of the instructions given to them, the solicitors engaged themselves in several undertakings. A company was incorporated on 16th March, 1989 called FIRST GROUP LIMITED. The two shares in this company were expressed to be held in equal proportion by the Guitons. Mr. Guiton's share was held in trust for him by a company named FINSCO Ltd. Mrs. Guiton's share was held in trust for her by one, Carol Liddy, an employee of the firm of solicitors. Finsco Ltd. is a company "that rings a bell" with Carol Liddy. Presumably, it is a company controlled by the firm of solicitors. Blank share transfer forms, already executed by FINSCO and by Carol Liddy, were also prepared by the solicitors and given to the couple. These transfers only required a date and the name and signature of the transferee to be inserted in them in order to be completed as valid transfers of the respective shares held by the trustees.

4 The solicitors further drew up a Bill of Sale transferring HAPPY DAY from Mr. Guiton to FIRST GROUP LIMITED. Mr. Guiton's signature is not on this Bill of Sale. Someone has apparently signed the Bill of Sale on his behalf. The consideration for the transfer is stated to be EC$1.00. The Bill of Sale is also dated the 16th March, 1989. HAPPY DAY was later registered as a British ship in November, 1990. Its Port of Registry is stated to be Road Bay, its Master Stefan Guiton. Its owner is said to be FIRST GROUP LIMITED. Its official number, 715488, was given to Mr. Guiton and was carved into the ship.

5 On the said 16th March, 1989, two Declarations of Trust were made out. One of these was executed by one, P. Riley, on behalf of FINSCO as trustee and by Mr. Guiton as beneficiary. The other was executed by Carol Liddy as trustee and by Mrs. Guiton as beneficiary. These declarations, made out in identical form, clearly expressed that the trustee held the shares upon trust for the beneficiary "to transfer pay and deal in such manner as he or they shall from time to time direct".

6 The marriage of the Guitons did not last very long. Acrimonious divorce proceedings have been going on in St. Martin for some time. In or about December 1994, Mrs. Guiton was alarmed to discover that her share in the company had been transferred. The share transfer which had been executed in blank by her trustee, Carol Liddy, had been made over, without her knowledge or consent, to a company called SAMPAN NV dba ARTECA. For the sake of brevity I shall call this company "SAMPAN". SAMPAN is owned by Mr. Guiton. Madame Guiton further discovered that HAPPY DAY was insured by SAMPAN. Also in December, 1994, FIRST GROUP gave to Mr. Guiton a Power of Attorney "to represent the Company and to execute ………. documents of any kind including but not limited to …..documents authorising any charges or encumbrances relating to the said company's assets including the Boat M.V. HAPPY DAY Registration Number 715488……".

7 Mrs. Guiton then retained solicitors who filed the writ of summons herein. The suit is brought against Mr. Guiton, FIRST GROUP and SAMPAN. Mrs. Guiton seeks to have the court declare that she is the beneficial owner of one share (ie 50% of the issued shares) in FIRST GROUP LIMITED. Mr. Guiton resists this prayer and counterclaims. He alleges that he is still the sole owner of the boat. The 1989 Bill of Sale was not signed by him, he insists. HAPPY DAY was never owned by FIRST GROUP but was always his own personal property, he states. He counterclaims for loss and damage suffered by him as a result of an interlocutory Order obtained against him restraining him from selling or parting with possession with the boat.

8 In her evidence, Mrs. Guiton testified that her husband had agreed to give her a half share in the boat as a wedding present. He had done this because she had worked for him since 1984 in his various companies in St. Martin and had received no salary. After the boat was purchased, she testified, they decided to create a company in Anguilla that would have the boat as its principal asset. The reason for this, she says, lay in...