Hall writ puts cable vision ownership in doubt
has important ramifications not only for his personal finances, but for one of Bermuda's most controversial companies, Bermuda Cablevision.
In a flurry of legal activity, the MP issued a writ seeking $510,000 from the Bank of Butterfield, moved to have a bankruptcy notice against him set aside and was granted an injunction preventing the bank from disposing of Cablevision shares, some of which he claims to own.
At stake is Mr. Hall's livelihood, the reputation of the Bank of Butterfield, and the ownership of the cable company.
With Cablevision president Mr. Gavin Wilson admitting that the PLP MP is owed 50,000 shares in the company, Mr. Hall said he failed to see how bankruptcy proceedings against him could now continue.
His debt to the Bank of Butterfield is $110,000, but 50,000 shares in Cablevision are thought to be worth $250,000 now and, possibly, as much as $500,000, depending on the outcome of pending legal action against Cablevision.
Apart from issuing a writ yesterday seeking $500,000 -- plus $10,000 in dividends -- from the Bank of Butterfield, as well as seeking special damages for an alleged conspiracy against him, he was also granted, in a separate move, an injunction by Supreme Court.
The injunction restrains, for now, anyway, the Bank of Butterfield and/or Mr.
Wilson from "selling, transferring, disposing of, pledging, exercising voting rights in, or otherwise dealing with the shares of par value BD$0.50'' in Cablevision.
For the past several months, the Bank of Butterfield has effectively controlled Cablevision.
It has done so ever since seizing 66.7 percent of the company's shares which are beneficially owned by Mr. Wilson and American brothers Allan and Bill McDonald.
The Bank took control of the shares to protect $3 million worth of loans to Cablevision which are still outstanding.
Mr. Hall's injunction seems certain to prevent local investment firm First Bermuda Securities from exercising an option to buy 716,787 shares, a 41.5 percent stake currently worth $3.6 million, from Mr. Wilson, which it must exercise by December 31, 1992.
All the defendants involved in Mr. Hall's application, The Bank of Butterfield, Cablevision and Mr. Wilson, as well as bystander First Bermuda Securities (FBS), had no knowledge of the injunction until it had been ordered yesterday afternoon.
The three defendants can move to discharge or vary the order upon giving Mr.
Hall two clear days' notice.
After recovering from the initial shock when told the news by The Royal Gazette yesterday, FBS president Mr. Jeff Conyers said: "It's put us in a bit of a bind. We've only got two weeks left to exercise our option.
"I've got nothing against Julian because I think there's no doubt that he's owed the shares. But Gavin and the Bank have a lot to answer for.
"The Bank appears to be trying to tell Julian he's bankrupt while, at the same time, holding shares he owns. It's unfortunate.'' FBS would be taking legal advice to determine its next step, said Mr. Conyers.
And he added: "If we take any action, it will probably be against Gavin because he never disclosed to us that these shares were owed to Julian. He appears to be the one at fault.'' Mr. Wilson, however, said last night: "I've never said otherwise that Julian is owed the shares.'' The shares were promised to Mr. Hall in lieu of legal work he did for Cablevision in the late 1970s and early 1980s, when the now profitable business had no money.
A Cablevision Board meeting was held just over a month ago to discuss Mr.
Hall's situation, said Mr. Wilson.
"I put the facts before the Board of Directors and then voluntarily left the meeting since I felt I had a vested interest,'' he added.
"It's not as if the matter has been put on the back-burner. It's very much on the front burner.'' Mr. Peter Rodger, the Bank of Butterfield's group legal adviser, would not say too much yesterday until he had received fuller details of Mr. Hall's actions.
"We don't know anything about it yet,'' said Mr. Rodger.
"Until we've seen the writ and instructed attorneys, we are not in a position to comment on it.'' The Bank was granted a Bankruptcy Notice against Mr. Hall on December 3, 1992, because of an unpaid debt of $110,000.
This amount was the outstanding sum on an original loan of $200,000, which, ironically, was arranged to help Mr. Hall finish paying off, at a rate of 100 cents on the dollar, an earlier debt to the Bank of over $500,000 which had led to his bankruptcy in 1983.
Mr. Hall has released full details of his action seeking $510,000, plus special damages, against the Bank, including sworn affidavits, to The Royal Gazette .
In applying to set aside the Bankruptcy Notice, he states: "I have a counterclaim and/or cross demand against the Bank in an amount exceeding the amount of the Bank's claim against me.'' He says that "despite many and repeated demands and requests, both the Bank and Mr. Wilson have refused and/or failed to return my said shares to me or to my order''.
Mr. Hall claims that the Bank has in the past refused to accept his Cablevision shares as security for his loan.
One of the questions being asked yesterday was why Mr. Hall had waited until the eleventh hour to press his claim for his Cablevision shares.
In his affidavit to set aside the Bankruptcy Notice, he states: "I could not have set up the said counterclaim in the action in which the said judgment or order was obtained against me.
"It has only recently become obvious that the bank, notwithstanding previous notice to them and their awareness of my entitlement to the said shares, are determined to persist in their wrongful and unlawful conversion, their breach of fiduciary duty, breach of trust and conspiracy.'' Mr. Hall claims the Bank, which has previously made public its policy of doing everything possible to help debtors during the recession, had treated him "substantially differently'' to other borrowers "with obvious motives to injure me''.
He cites that the terms of his loan, as stated in a letter of agreement on November 20, 1987, gave him until 1998 to pay it off.
But the Bank of Butterfield called in Mr. Hall's loan early when it could no longer accept lawyer Mr. Charles Vaucrosson, who has financial problems of his own, as a guarantor.
Mr. Hall partly supports his conspiracy theory by claiming that the Bank refused a new guarantor, family friend Mr. Ottis Eugene Richardson, who has since died.
He has shown The Royal Gazette a letter, dated May 16, 1991, from Mr.
Richardson offering to secure the loan with two plots of land in Warwick, which Mr. Hall said were worth far in excess of the outstanding amount on his loan.
He hints that a possible motive in seeking his bankruptcy may have been to prevent him from seeking re-election to the House of Assembly as a Member of Parliament.