IN THE SUPREME COURT OF THE
COMMONWEALTH OF THE BAHAMAS
COMMON LAW AND EQUITY DIVISION
2024/CLE/gen/00847
WINDWARD HOLDINGS LTD
Claimant
AND
MARCUS ANTHONY ROLLE
Defendant / Counterclaimant
DEFENCE AND COUNTERCLAIM
A. PRELIMINARY
1. The Defendant denies each and every allegation contained in the Statement of Claim except insofar as the same is expressly admitted herein.
2. The Defendant avers that the purported resolution of 14 March 2024 removing him as director is void or alternatively voidable.
B. PROCEDURAL DEFECT
3. Clause 12.3 of the SHA requires 14 days' written notice. The notice of 9 March 2024 gave 5 days.
4. The resolution is voidable: Companies Act s. 72; Island Holdings v Gardiner [2019].
C. FIDUCIARY BREACH
5. The remaining directors acted in their own interest: Companies Act s. 80; Butler v Sands [2013].
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