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Dialogue Ireland believes that most reliable way to address an issue is to read a judgement. Here we outline all references to Sheila McCaffrey as found in Justice Bannister’s judgement. We make no comments and will in due course draw some conclusions looking at the judgement as a whole. We will also attach the posts we have already produced. We hope to do the same exercise in regard to Quinn and Morrice. This part of our mission to educate the public:
In October 2006 Mr Quinn paid his one and only visit to Belize. At a ceremony on 10 October 2006 held at the head of the first producing well, Ms Morrice and Ms McCaffrey presented him with a certificate for 64,000 Class A shares in INE. Ms McCaffrey made an enthusiastic speech to mark the occasion. No contract of allotment was entered into between INE and Mr Quinn in respect of these shares and he gave no consideration, executed or promissory, in exchange for their issue.
On the contrary, all appearances point to the shares as having been intended as a gift from Mr Quinn’s admirers, Ms Morrice and Ms McCaffrey.
 There is in evidence a curious document on the letterhead of BNE. It is dated 20 June 2006. In gushing terms, it invites Mr Quinn to accept an originating shareholding in BNE equal to those held by each of the signatories, the value of which the letter puts at US$16 million. The letter has space for the signatures of Ms Morrice, Mr Cornec, Ms McCaffrey, Mr Marriott and Mrs Usher. It is purportedly signed by Ms Morrice, Mr Cornec and Ms McCaffrey alone. It was pointed out that to the inexpert eye Ms Morrice’s signature is strikingly different from that which one finds endorsed on other documents to be found in the documentary evidence and Ms McCaffrey flatly denied that the signature against her name on the letter is hers.
 I have no doubt that this letter, which sits uncomfortably with the other part of Ms Morrice’s case, that Mr Quinn was universally treated as a Class A member of INE from the outset, is a clumsy forgery. By this I mean to say that while Ms Morrice and Mr Cornec may have signed it (although that appears improbable) Ms McCaffrey did not and, even if she did, the document is plainly an after the event concoction written in an unsuccessful attempt to legitimize the allotment
 Whatever the true position about the purported allotment of 10 October 2006 there can be no doubt that Ms McCaffrey, having signed the resolution, joined in the ceremony of 10 October 2007 and held Mr Quinn out as a Class A member, can have no personal standing to complain of it. SM Life can be in no better position. There remains, however, a serious question whether INE itself or members of INE who did not participate in this purported allotment are bound by it.
(c) The Hamhaugh House meeting
 It appears that until the autumn of 2006 Ms McCaffrey who, like the other INE Originators, was also a director of BNE, had managed BNE’s administration in Belize, together with Mr Cornec and Mr Marriott. Mr Marriott described the three as multitasking, but he and Mr Cornec had their responsibilities in the field and I find that the bulk of the administrative work in the early years fell to Ms McCaffrey. By the summer of 2006, after oil had started to flow in quantity, it was generally agreed that BNE needed a full time professional CEO and a Dr Gilbert Canton (‘Dr Canton’), a native of Belize, was appointed to that position in September. Although Ms McCaffrey agreed that BNE needed a full time CEO, she objected to Dr Canton’s appointment on the grounds that he had no industry experience. Despite that, his appointment was supported by the other Originators and must have been supported by CHx and, one supposes, the Government of Belize. Dr Canton remains in post and the impression I was given is that he is an excellent and assiduous CEO.
 Although the details are incomplete, it is clear that Ms McCaffrey came to resent the fact that Dr Canton had, as she saw it, ousted her from her position of command in Belize. She complains that he withheld information from her. He says it was there for her to look at if she wanted to. Although the reasons are obscure, it is also plain that there was friction between Ms McCaffrey and Mr Cornec. Success, therefore, had brought the beginnings of division.
31] Over 16 and 17 August 2007 a meeting was held at a property belonging to Mr Quinn on Hamhaugh Island in the River Thames. It was attended by the Originators and, obviously, by Mr Quinn himself. It appears to have been convened by Ms McCaffrey. Mr Marriott described its object as being to discuss differences about the management and direction of BNE. All are agreed that the meeting took place in a fraught atmosphere. The accounts of what took place cannot be reconciled but I find that while dissatisfaction was expressed by Mr Cornec and Ms Morrice at the part played by Ms McCaffrey in the affairs of BNE (Dr Canton had, of course, been in post now for nearly a year) no decision was made to remove her either from the BNE board or from managerial responsibilities.
 Ms McCaffrey’s version of the meeting, supported to a very limited degree by Mr Marriott, was that Mr Quinn spent time over the two days advocating a number of sharp business practices which he suggested should be put in place in BNE. For example, she says that he suggested that the parties set up their own offshore bank, which they would indirectly own and for which they would raise funds to be lent on to BNE at inflated rates of interest, thus creaming off profit for themselves at the expense of the B shareholders, the Government of Belize and CHx. She says that Mr Quinn recommended the setting up of so-called profit centres, which would operate similar scams, presumably in the provision of plant, personnel and equipment. Although Mr Marriott supported Ms McCaffrey on this issue, I reject this evidence in its entirety. BNE’s financial statements were professionally audited and were required to stand scrutiny by Standard Bank, the Government of Belize and CHx. Mr Quinn cannot have supposed that there could be any possibility of such arrangements going undetected. I find that he did not make these suggestions.
 In any case, it is common ground that none of the supposed suggestions was put into place. The purpose of this part of SM Life’s evidence about the Hamhaugh meeting seems to have been to blacken Mr Quinn’s reputation.
(d) The 2007 Operating Agreement
 On 13 December 2007 Ms McCaffrey, Ms Morrice, Mr Marriot and Jean Cornec signed what purported to be a written consent of members of INE replacing its Operating Agreement with an amended and restated version dated 12 December 2007 (‘the 2007 Operating Agreement’).
 The meeting convened on 12 December 2007 in the Radisson Hotel at Belize City. Present were Ms Morrice, Ms McCaffrey, Mr Cornec and Mr Marriott. Ms Williams was in attendance. The meeting is described as having been very heated and broke up without a decision having been made. It reconvened at BNE’s office in Belmopan on the following day. The upshot was that a draft, containing some relatively insignificant manuscript amendments added during the meeting, was signed by the individuals present. Ms McCaffrey claims to have signed under duress, the pressure being the alleged threats to INE from Class B members or persons standing behind them and posing a threat to the company.
 Following signature, resolutions were prepared of an INE board meeting proposing the adoption of the amended Operating Agreement together with the written consent of members to which I have already referred. An unsigned document prepared from information provided by Ms McCaffrey at the time purports to show 637,037 voting units held by those attending the meeting and by Mr Quinn (who attended by proxy) cast in favour out of a total of 952,698.
 In her witness statement Ms Williams said that Ms McCaffrey gave her the document bearing the manuscript amendments for her to engross and take back for Mr Quinn’s signature.12 In cross examination, Ms Williams said that two documents bearing identical manuscript amendments were signed on 13 December 2007. She says that she took back these two manuscript amended copies, the signature page of each of which had been completed by the four signatories. Her stated reason for this change of evidence was that she had listened to earlier evidence contrasting the signature page of the amended Operating Agreement which had been used in proceedings in, I think, Denver with the signature page of the same document to be found elsewhere in the trial bundles and realized that these differences must mean that two signature pages of the same document had been signed.
12 there was an issue whether Mr Quinn had already signed the signature page of the drafts, but I find that he signed only when the engrossment was presented to him by Ms Williams for signature on 6 January 2008
 That does not mean that the signature page was not subsequently removed and attached to a version of the Operating Agreement different from that signed at Belmopan. The difficulty with that hypothesis, however, is that Ms McCaffrey alone of the witnesses suggests that that was the case and that, when asked to summarise the differences between the document now in evidence and the document which she says she actually signed, she was quite unable to do so. Although she received a copy of the document in around June 2008, she never protested then or until very much later in the course of these proceedings that it was not what she had signed
 I find accordingly that Ms McCaffrey signed the document referred to as the 2007 Operating Agreement on 13 December 2007 at Belmopan. That document bound her as having been signed by her voluntarily, even if it was signed under pressure. The validity and effect of the document as an act of INE is another matter.
 There is another problem. It was a requirement of the 2002 Operating Agreement that written resolutions had to be signed by every member entitled to vote.14 The resolution dated 12 December 2007 purportedly amending the 2002 was not so signed. If the 2002 Operating Agreement in its original form governed the position it was therefore prima facie invalid. Mr Macdonald QC relies in this regard upon a resolution passed on 7 August 2006 which (among other things) purported to amend clause 9.09 of the 2002 Operating Agreement to allow written resolutions to be passed by a bare majority. The resolution was supposedly passed at a special meeting of the members of INE held, once more, in Belmopan, rather than, as one would expect, in Dublin, where the majority of the Class B membership were to be found and where they could most conveniently have attended. There is in the trial bundles a notice of this meeting, but it is unsigned and there is no evidence that it was ever sent out. The list of those present at the meeting mentions Ms McCaffrey, Ms Morrice, Mr Cornec, Mr Marriott ‘et al’ and refers to a Schedule said to contain a full list of members present in person or by proxy. There is no such schedule in the trial bundles.
 Following this botched attempt to amend the Operating Agreement there was a period of around six months during which board members other than Ms Morrice found it impossible to obtain copies of the alleged new agreement. A copy emerged only in the course of some litigation being conducted by Mr Cornec. The reasons for this never became clear and must be supposed to have originated in a desire to conceal the amended Operating Agreement from the Class B members for as long as possible by withholding it from those Class A members (including Ms McCaffrey) who were suspected of colluding with the Class B membership against the interests of (primarily) Ms Morrice and Mr Quinn.
 It was clear from the evidence that Ms McCaffrey was progressively sidelined from the management of BNE. Dr Canton clearly found her difficult to work with and I find that she became effectively excluded from all participation in the management of BNE.
 In July 2008 Ms McCaffrey was removed, without her knowledge, as a signatory on the JP Morgan Chase accounts through which the proceeds of the Standard Bank facility were operated.
 The split between Ms McCaffrey and Mr Marriott on the one hand and the remaining directors on the other widened at a board meeting held in Nevis on 11 and 12 August 2008.
 On 28 August 2008 Ms Morrice was appointed to act as INE representative at all meetings of BNE. At an Extraordinary General Meeting of BNE held on 5 September 2008 Ms McCaffrey and Mr Marriott were removed from the BNE board and Mr Stewart and Mrs Usher were appointed in their stead. At the same Extraordinary General Meeting Ms McCaffrey was asked whether she retained any BNE property, including its corporate seal. BNE subsequently made a complaint to the police in Belize, which resulted in her home being searched in January 2009 and the discovery of assorted documents which may or may not have been copy documents and which may or may not have belonged to BNE. It appears that a seal of each of BNE and INE was also discovered. A further complaint was made alleging that Ms McCaffrey had drawn upon BNE bank accounts following her removal from the BNE board. A warrant for her arrest is apparently outstanding in Belize.
 On around 20 January 2009 Ms McCaffrey was purportedly suspended as a director of INE. There is no power to suspend a director of INE. Mr Marriott resigned as a director of INE on 12 February 2009.
 Later that year INE announced a so-called Loan Release Programme (‘LRP’). Ms Morrice and Mr Quinn contended it was open to all, but I find that it was withheld from SM Life and certain Class B members of whom they disapproved. Under the programme INE lent members funds to be set off against future profits. It is claimed that this was forced upon the BNE board as a result of the refusal of Standard Bank to permit payment of dividends. There was no evidence from any lending institution supporting this contention. I find that this bizarre arrangement was designed to punish INE members of which or of whom Ms Morrice and Mr Quinn disapproved, including SM Life/Ms McCaffrey. Funds were distributed through the LRP later in 2009. Mr Quinn received US$1.6 million.
(f) Alleged misappropriations
 SM Life makes complaint about a number of items of expenditure in each of INE and BNE, whose existence has been disclosed in these proceedings and which it says amounted to misfeasance on the part of the respective boards. It seeks permission to bring derivative proceedings in respect of them.
65] Between June 2009 and April 2010, after Ms McCaffrey had been effectively excluded, a company called White Knight Enterprises LLC (‘WK’), owned by Mr Stewart, was paid a total of US$365K supposedly pursuant to a contract under which WK was to be paid US$125 per hour for consultancy work. Despite these arrangements, most of the amounts paid were paid in rounded sums. Ms Morrice claimed that this was for work done in an attempt to obtain a large investment from a businessman in Abu Dhabi who is said to have subsequently broken off negotiations. The amounts were then reclassified as advances on directors fees and finally returned to INE when it was decided that no directors fees were to be paid.
 INE paid some US$264K to a company called Round Table Management Inc (‘Round Table’) in 2010, again after Ms McCaffrey had effectively been removed from the scene. Ms Morrice said that Round Table was set up to ‘facilitate administration’ in the United States and that most of the money went to consultants. It is striking that these payments ceased as soon as Maranco commenced the proceedings which led to the redemption of its shares. Ms Morrice explained that by saying that they were advised that for tax reasons a Nevis company could not have a US base. I do not think that there is sufficient evidence for me to conclude that these payments were unratifiable peculations by Ms Morrice.
 Next, Ms McCaffrey complains that INE paid Ms Morrice travel and accommodation expenses of some US$603K between 2008 and 2011. Ms Morrice’s response was that she did do an awful lot of travelling. While that is no doubt true, the business of INE does not require its directors to travel to any significant extent. It is noticeable that there was no charge for travel and accommodation before 2008, which was of course the time when Ms McCaffrey was eased out. While the figures for 2010 and 2011 may not be self evidently unreasonable, I do not accept that INE’s business required Ms Morrice to incur travel and accommodation expenses of US$119K in 2008, still less of US$376K (over US$1K per day) during 2009.
 No serious attempt has been made by Ms Morrice
 Ms McCaffrey complains about payments made to Mr Quinn’s companies by BNE for Educo seminars (US$718K over three years), Dr Canton gave evidence, which I accept, that he regarded this expenditure as beneficial to the workforce and to productivity and that it was supported by the Government of Belize. In those circumstances it seems to me to be contrary to principle for the Court to attempt to set aside such expense and in any event it does not lie in the mouth of Ms McCaffrey to complain about the expenditure of a company of which neither she nor SM Life is a member.
 During 2009 and 2010 INE spent US$538K on public relations services. It is striking that these payments, too, commenced after Ms McCaffrey had been effectively disposed of and that they ceased at around the time when Maranco commenced its proceedings. I do not think that it is for me to say that INE was not entitled to make use of public relations consultants in its dispute with the Class B members (or some of them) and others. The fact that the expenditure ceased once Maranco brought its complaint may show no more than common prudence, but this expenditure, unlike the previous items, does not seem to me to have the character of an unauthorized withdrawal.
(a) Buy out
 Ms McCaffrey seeks an order that INE, Ms Morrice or Mr Quinn buy her out at an independent valuation with no minority discount. Her principal ground for seeking this relief is her exclusion from participation in the management and affairs of INE, although she relies upon the payments which I have dealt with in the preceding section of this judgment as showing that the affairs of INE have been conducted in a manner prejudicial to herself as well as to other members.
 So far as exclusion is concerned, I consider that the origins of her grievances were less the result of oppressive conduct directed against her, than of the fact that upon the discovery of marketable oil by BNE she was inevitably, as she herself admitted,(16) going to have to hand over the reins of administration. I do not consider that she can claim to have been oppressed as a result of the inevitable fact that BNE became too big for her to continue to handle on her own.
(16) ‘I needed help’
 Later events, however, do show deliberate discriminatory conduct and, indeed, a policy of deliberate attempts, which I have not recounted in detail, to make her life as an Originator as difficult as possible. She has also been discriminated against by the exclusion of SM Life from the LRP, although it has been said in open court that the scheme remains available to SM Life.
 Such an entitlement begs the question what circumstances would justify the Court in ordering a return of capital. As has been seen, clause 13 of the Operating Agreement makes redemption by the company conditional upon the agreement of the majority of the remaining members. It may be asked why SM Life alone should be entitled to a return of capital because Ms McCaffrey has been excluded from management or because there has been grossly extravagant expenditure by or at the instance of Ms Morrice when other members are not so entitled or what it is about Ms McCaffrey’s personal circumstances which justifies discrimination of this sort? In my judgment it is not possible to rationalize an order of this sort on the basis of exclusion, still less of improper withdrawals, the latter of which affect all members equally. In my judgment there is neither jurisdiction nor an equitable basis in the circumstances of this case for ordering INE to redeem Ms McCaffrey’s shares.
 Even if I took the view that INE is to be treated as a close corporation, which for the reasons I have given I do not, I would not regard myself as having the power to direct another member of the company to purchase Ms McCaffrey’s shares – on the grounds of exclusion or otherwise. Such a coercive power can only, in my judgment, be conferred by the legislature. No participator in INE had any reason to expect that by becoming a member it would find itself liable to pay to provide members wishing to retire with a benefit which the NLLCO precluded them from obtaining from the company directly.
 For these reasons I decline to order INE, Ms Morrice or Mr Quinn to purchase SM Life’s shares
 Thirdly, I would not exercise the power to dissolve INE on the application of SM Life/ Ms McCaffrey. First, because the manner in which her case has been put shows, to my satisfaction, that dissolution is not what she really wants. Her opening written submissions did not mention dissolution and no developed argument was advanced on her behalf why dissolution would be appropriate in this case. I am of the view that the claim for dissolution was made in order to apply pressure so that she could achieve her real aim, which is to be bought out.
 The second reason why I decline to exercise the power to dissolve on the application of SM Life/Ms McCaffrey is because Ms McCaffrey was complicit in many of the steps which have, in my judgment, given rise to a seriously arguable case that INE should be dissolved. She was party to the purported resolution of 7 August 2006, which was designed seriously to undermine the protection available to the Class B members and, whether reluctantly or not, she was party to the 12 December 2007 resolution which was designed to complete the process. She was party to the questionable allotment of 64,000 shares to Mr Quinn in October 2006 and to his invalid appointment as a director of INE. It seems to me that it would be quite wrong to permit her now to take advantage of these matters in support of a claim to have INE dissolved.
(c) Other remedies
 I do not propose to give permission to Ms McCaffrey to bring a derivative action, and certainly not an action in the name of and at the expense of INE. While I am satisfied that Ms Morrice has spent far more than is commercially justifiable of INE’s money on travel and security it seems to me that it is not shown that there has been what amounts to outright theft – which is what, in essence, it is necessary to show before payments are unratifiable by a majority. Derivative proceedings would therefore be at best speculative.
 Finally, there are, as I have indicated, claims based upon the economic torts. I do not intend to deal with these in any detail. The claims are fanciful, are said to involve non-parties and are not made out. In particular, there is no evidence that BNE conspired with or combined with any person to injure INE or SM Life or that it knowingly induced any person to beak a contract with the intention of causing loss to INE or to SM Life.
 I will grant a declaration that the 2007 Operating Agreement is invalid and that Mr Quinn was never validly appointed to the board of INE. I will also declare that Ms McCaffrey has never been validly suspended from the INE board. All of the other relief claimed in this action is refused.