Bermuda-based insurer. At issue are 5,000 Class A shares of Bermuda-based Caliban Holdings Ltd.

Shareholder Vanessa Ellen (Johnson) Thomas is at the centre of a four year battle with her former employer Caliban, the parent to property and casualty insurer, Bermuda-domiciled Belvedere Insurance Co. Ltd.

Caliban took out a writ, asking the court to force Mrs. Thomas, represented by Mark Diel, to sell the shares back to the company, as per a 1990 agreement.

But an application brought by Mrs. Thomas to strike out the writ's statement of claims has succeeded, and has ostensibly terminated the writ against her.

Belvedere chairman, Colin O'Connor, declined to comment.

It is understood that Caliban is appealing, but the ruling handed down by Puisne Judge Justice Meerabux, used the company's own agreement against it.

Mrs. Thomas had been an employee of Belvedere Insurance, which is now in run-off. She acquired shares in the company by virtue of that employment and was a party to a November 30, 1990 agreement.

Almost two years to the day later, Mrs. Thomas' employment at Belvedere ended.

Twenty-two months later, September 28, 1994, Caliban wrote to Mrs. Thomas to sell the shares back, as per the agreement.

A relevant clause, 1(a), of the agreement requires the shareholder whose employment is terminated to sell the shares back to the company, no matter the circumstances surrounding the termination, immediately after receiving written notice to do so by the board.

But another clause reads: "This agreement shall continue in full force and effect unless and until terminated by the written agreement of all of the shareholders or automatically terminated by the liquidation of the company. A shareholder shall cease to be a party thereto upon the termination of his employment and/or the purchase of his shares in the company but in that event the agreement shall continue in full force and effect as between the continuing parties.'' Justice Meerabux pointed out his observation that this clause does not say that it is subject to clause 1(a) of the agreement.

He ruled that, as per the agreement, Mrs. Thomas "ceases to be a party to the agreement -- (a) upon the termination of her employment; or (b) upon the purchase of her shares; or (c) upon both (a) and (b).'' He said, "As stated above there is no dispute that the termination of the applicant's employment occurred on November 26, 1992 and in light of that I am of the view that the applicant has from that date ceased to be a party to any provision of the agreement including Clause 1(a).'' Justice Meerabux continued: " ...it seems that the board purportedly exercised its power in relation to the applicant (Mrs. Thomas) on the assumption that the applicant was captured by the agreement to which the applicant ceased to be a party and in respect of which the applicant was not so captured. In my view the applicant would only be so bound by the agreement if she falls within its grasp and the applicant does not so fall after the termination of her employment. The whole of the contract must be considered to ascertain the true meaning of its clauses.''