By Elesha George
“This was really an attempt to tarnish a legacy in the name of greed,” remarked Zorol Barthley, relieved that the UK-based Privy Council ruled in favour of his late father’s estate, ending nearly two decades of legal battles with People’s Insurance Company (PIC) Limited.
The Privy Council’s ruling, delivered last Thursday, upheld earlier decisions by the Eastern Caribbean Court of Appeal and a lower court, both of which found that PIC’s refusal to allocate shares to Dr Rolston Barthley and his son was “oppressive” and “unfairly prejudicial”.
Dr Barthley, who founded PIC Insurance in 2001, was the company’s effective controller and majority shareholder until his death in September 2005. After his passing, disputes arose over the allocation of shares in the company. His estate and his son Zorol claimed ownership of 51 percent and five percent of the shares, respectively, based on agreements allegedly made with other shareholders.
In 2018, the Eastern Caribbean Supreme Court ruled in the Barthleys’ favour, concluding that they were entitled to the shares. The court determined that “the failure of the directors to allot shares to the claimants was oppressive or unfairly prejudicial to or disregarded the interests of the Barthleys”.
PIC subsequently appealed the ruling, first to the Court of Appeal and later to the Privy Council, challenging the findings and interpretations of law.
On December 5, the Privy Council—the final appellate court for Antigua and Barbuda—affirmed that the Barthleys had a reasonable expectation that the agreement for share allotment would be honoured. It found that “in all the circumstances of the case,” this expectation had been violated. The judgment also confirmed the allocation of 51 percent of the company’s shares to Dr Barthley and five percent to Zorol, as outlined in a 2003 document prepared by PIC’s auditors.
The ruling ensures that the Barthleys receive their rightful shares, marking the end of a protracted legal saga. These shares, categorised as “sweat equity,” reflect Dr Barthley’s unpaid contributions to the company during his tenure—a key factor in the Privy Council’s decision.
Zorol noted that the Privy Council’s ruling heavily relied on the credibility of witnesses. “The Privy Council also based much of its ruling on the fact that three witnesses presented by the company were deemed to be lying. They didn’t believe anything they said,” he explained.
The refusal to acknowledge the deal came from people Dr Barthley would have considered his friends. “If you choose to be someone’s friends, I just want to say you should be a loyal friend in life or in death,” his son remarked.
Despite the long-standing dispute, Zorol said that his family is moving forward without “vindictiveness” or “malice” toward the company. Instead, he described the judgment as a victory for his father’s legacy.
