Myron Goldfinger Cove Castles Development Corporation Defendants/Appellants v Norman Luxemburg Plaintiff/Respondent [ECSC]

• Jurisdiction: Anguilla
• Judge: REDHEAD J.A,Justice of Appeal,Chief Justice,Sir Dennis Byron,Albert Matthew
• Judgment Date: 16 July 2001
• Judgment citation (vLex): [2001] ECSC J0716-1
• Docket Number: CIVIL APPEAL No. 9 of 2001
• Court: Court of Appeal (Anguilla)
• Date: 16 July 2001

[2001] ECSC J0716-1

IN THE COURT OF APPEAL

Before:

The Hon. Sir Dennis Byron Chief Justice

The Hon. Mr. Albert Redhead Justice of Appeal

The Hon. Mr. Albert Matthew Justice of Appeal

CIVIL APPEAL No. 9 of 2001

Between:

Myron Goldfinger Cove Castles Development Corporation

Defendants/Appellants

and

Norman Luxemburg

Plaintiff/Respondent

Appearances:

Mr. T. Astaphan for the Appellant

Mr. P. Patterson for the Respondent

REDHEAD J.A

1 Norman Luxemburg, the respondent is a United States citizen. He came to Anguilla in 1990 and resided there until 2000.

2 He began working for Cove Castles Limited from March, 1994 as General Manager. The respondent, Norman Luxemburg, brought a claim against the appellants in which he alleged that he was owed US$75,000, which represented the agreed commission of 5% on the sale of a villa ("villa 6") the purchase price of which was US$1.5 million. The other claim was in quantum meruit for a sum of US$25,000, which he claimed, was for supervisory work, which he undertook on the construction of villa 5.

3 The learned trial judge rejected his claim for the US$25,000 but upheld his claim for US$75,000.

4 The appellants are dissatisfied with this decision and have appealed to this court under ground 2 of the Grounds of appeal. The appellants allege:

• [a] the learned trial judge having found that the plaintiff/respondent was employed as General Manager of Cove Castles Limited (C.C.L) and not Cove Castles Development Corporation (C.C.D.C.) erred in law when he found that the plaintiff/respondent did not require a work permit to carry out work as a Real Estate Broker for Cove Castles Development Corporation;

• [b] the learned trial judge erred in law when he failed to take proper account of the fact that Cove Castles Limited and Cove Castles Development Corporation are two separate and distinct legal entities;

• [c] the learned trial judge misdirected himself on the evidence and erred in law when he found that:-

  • (i) Cove Castles Limited is a shareholder in Cove Castles Development Corporation with a tangible in the profits made by Cove Castles Development and that;

  • (ii) As a consequence Cove Castles Limited had every reason to encourage the plaintiff/respondent as part of the latter's contract with Cove Castles Limited, to sell villas for Cove Castles Development Corporation; when in fact the evidence was that Cove Castles Limited is not a shareholder in Cove Castles Development Corporation but is the mere managing agent for Cove Castles Resort which is a development owned by Cove Castle Development Corporation.

5 The learned trial judge found that Myron Goldfinger, the first-named appellant is an architect of international repute. His wife is an interior designer. The first-named appellant and his wife constructed a luxury resort in Anguilla known as Cove Castles Villa Resorts. This resort comprises several posh villas, a tennis court, a laundry and a number of other structures.

6 The resort comprises the operations of two legal entities. A Delaware Corporation Cove Castles Development Corporation Limited ( C.C.D.C), has title to beach front lands in Anguilla. The Corporation developed the lands by building on them private villas for sale to wealthy individuals. A prospective purchaser would enter into an agreement to purchase a villa before it was actually constructed. The purchaser would see the site and all the architectural and interior plans and pay for the finished and furnished villa over a period of time. The role of C.C.D.C was to develop and sell the villas.

7 Cove Castles Limited (C.C.L) employed Norman Luxemburg, the respondent, C.C.L. manages the resort complex. The resort staff are all employed with C.C.L. The learned trial judge found that C.C.L has shares in C.C.D.C. The appellants have taken issue with this finding. I shall however return to this matter later in my judgment.

8 The learned trial judge also found that the individuals who own C.C.D.C. also own shares in C.C.L. The Goldfingers are the key players in each company. At all material times, Mr. Goldfinger was managing director of both C.C.L and C.C.D.C.

9 The appellants argued and alleged before the learned trial judge that the contract for the 5 % commission was illegal and was not recoverable because pursuant to the Trades Business Occupations and Professions Licensing Ordinance 1978, the respondent was required to obtain a business licence before he can transact real estate business.

10 The learned trial by having considered the provisions S.3 of the Ordinance which does not apply to persons who do not carry on a trade or business or occupation on their own account but are employed by some other person said:

"I find no merit in the defendants' submission that...