In a judgment released this week, the Caribbean Court of Justice (CCJ) dismissed the appeal and affirmed the decision of the Court of Appeal of Belize in the matter of Bay Trust Corporate Services Limited v Karen Acosta Longsworth  CCJ 8 (AJ) BZ. The Court also ordered that the Appellant pay the Respondent the costs of this appeal.
On July 16, 2011, Mr Glen Wilson, the majority shareholder and Chairman/President of the Appellant company and a sister company, sent an email to the Respondent, Ms Longsworth. The email informed her that he had taken over management of both companies. Ms Longsworth was at that time the Managing Director of the two companies. Ms Longworth met with Mr Wilson on July 18, 2011, after which she sought legal advice and never returned to work. Instead, she commenced proceedings for constructive dismissal in the Supreme Court of Belize.
The Supreme Court found that Mr Wilson’s plan of action was designed to strip Ms Longsworth of her management of the company and went to the root of her contract. However, in the absence of a resolution of the Board of Directors of the company, his plan was only a proposal so that the company could not be held responsible. The company thus succeeded on its counterclaim that Ms Longsworth had abandoned her employment and breached her contract. The Court of Appeal allowed the appeal, finding that Mr Wilson’s acts must be attributed to the company, as he was the directing and controlling mind and will of the company. Since his acts made it unreasonable to expect Ms Longsworth to continue the employment relationship, it therefore amounted to constructive dismissal of Ms Longsworth under Section 42A of the Belize Labour Act 2011.
The CCJ agreed that Mr Wilson was an agent of the company and that liability for his actions might in certain circumstances rest with the company. The CCJ also noted that this was different from saying that Mr Wilson’s conduct could be treated as the conduct of the company for the purposes of Section 42A of the Act. The CCJ also found that the purpose of Section 42A was to merge the liability of a company with an identifiable official of the company, and for that reason, it was unnecessary to determine whether such an official was the controlling mind and will of the company.
The CCJ found it necessary to fashion a special rule of attribution in the circumstances of this case to fulfil the purpose of Section 42A. As Mr Wilson was undoubtedly an identifiable official of company, the CCJ found that his acts were to be taken as the conduct of the company for the purposes of Section 42A. Consequently, the company was liable for the constructive dismissal of Ms Longsworth.
The Judgment was delivered jointly by the Honourable Mme Justice Maureen Rajnauth-Lee and the Honourable Mr Justice Andrew Burgess on behalf of the panel, which also comprised CCJ President, the Honourable Mr Justice Adrian Saunders, and the Honourable Messrs. Justice Winston Anderson and Justice Peter Jamadar. Mr Rodwell Williams, SC, Ms. Lissette Staine and Mr Alder Wright appeared for Bay Trust Corporate Services Limited. Mr Eamon Courtenay, SC and Ms Naima Barrow appeared for Ms Karen Acosta Longsworth.