Palo Seco Agricultural Enterprises Ltd v Isaac Knutt

• Jurisdiction: Trinidad & Tobago
• Judge: Mr. Justice R. Rahim
• Judgment Date: 25 November 2022
• Neutral Citation: TT 2022 HC 266
• Docket Number: Claim No.: CV2019-04887
• Court: High Court (Trinidad and Tobago)
• Year: 2022

Between

Palo Seco Agricultural Enterprises Limited

Claimant

and

Isaac Knutt

First Defendant

Daryl Knutt

Second Defendant

Santa Flora Farms Ltd.

Third Defendant

TT 2022 HC 266

Before

The Honourable Mr. Justice R. Rahim

Claim No.: CV2019-04887

IN THE HIGH COURT OF JUSTICE

Appearances:

Claimant: R.K. Gosine

Defendants: E.M. James

RULING ON PRELIMINARY POINT

1 This is a decision on a preliminary point taken by the defendants that the claimant (hereinafter referred to as “PSAEL”) does not possess locus standi to maintain the Claim. The Claim is one in trespass to a fifty acre parcel of land for which PSAEL allegedly holds paper title by virtue of a Memorandum of Transfer made in 1956. PSAEL also seeks a declaration that the defendants hold no share or interest in the lands and an order that they break and remove any structure, animals or crops placed on the land. It has also sought damages for trespass and consequential injunctive relief. The objectives of the claimant were numerous but included an agricultural function and a land holding function to support the petroleum companies.

2 The first and second defendants plead that they have been farming and occupying the lands for many years having applied for a lease of same and having been encouraged by PSAEL to farm the land. They rely on the doctrine of legitimate expectation in that they held such expectation to a grant of the lease. The third defendant was incorporated in 2016 and represented by the first and second defendants who applied further for a lease in the name of the third defendant after its incorporation.

3 The chain of title pleaded by the claimant shows that PSAEL became the owner of the said property by Memorandum of Transfer No. 68 dated November 28, 1956. The name of Palo Seco Estates Limited was changed to Trinidad – Tesoro Agricultural Company Limited and approved by the Registrar of Companies on December 2, 1977. The said change was thereafter endorsed on the Certificate of Title so that Trinidad – Tesoro Agricultural Company Limited was registered as proprietor as is shown by endorsement of the Registrar General dated March 24, 2004 on the Certificate of Title.

4 Thereafter the name of Trinidad – Tesoro Agricultural Company Limited was changed to Palo Seco Agricultural Enterprises Limited (PSAEL) and approved by the Registrar of Companies on January 8, 1986. This change was endorsed on the said Certificate of Title, but no date of endorsement is discernible on the Certificate of Title.

5 The defendants all plead and submit that by Act No. 17 of 2018 the said lands were in fact vested in Heritage Petroleum Company Limited (Heritage) in 2018 by the statutory divestment of certain Palo Seco Agricultural Enterprises Limited lands. The issue for determination is therefore whether the said lands have in law been divested away from PSAEL. In that regard, the court certified the issue by way of order made on November 1, 2021 to be as follows:

Whether the provisions of Act No. 17 of 2018 have in law divested the subject lands to Heritage Petroleum Company Limited.

6 The gravamen of the issue lies with the fact that on the ordinary interpretation of the applicable law, the subject land appears to have been divested to Heritage Petroleum by Act of Parliament, however Heritage is not the Registered Proprietor of the Lands but PSAEL remains so registered.

7 But there is one other matter. The defendants have also submitted that PSAEL was incorporated as a Special Purpose State Enterprise in 2006 as part of GORTT's initiatives to accelerate the delivery of infrastructure. That company was responsible for the provision of services such as design project execution, estate surveillance and estate management services to Petrotrin. That being the case, the defendants submit that the shares in the company are held by the Corporation Sole so that the Corporation Sole is the only entity to bring this Claim.

Miscellaneous Provisions (Heritage Petroleum, Paria Fuel Trading and Guaracara Refining Vesting) Act 2018.

8 This Act was assented to on November 28, 2018. Heritage was established as a new company to replace the National Petroleum Company of Trinidad and Tobago (Petrotrin). The recital of the said Act treats in part directly with the lands held by the claimant. It reads:

“And whereas Palo Seco Agricultural Enterprises Limited (hereinafter referred to as “PSAEL”), a company incorporated in Trinidad and Tobago and registered under the Companies Act, Chap. 81:01, has agreed to transfer certain lands owned by PSAEL comprising approximately three thousand, seven hundred and twenty-five acres which are currently used by PETROTRIN as part of its exploration and production operations (the “PSAEL Lands”) to Heritage Petroleum:

And whereas it is expedient to vest the PSAEL Lands in Heritage Petroleum in the manner hereinafter set forth:”

Section 3 reads under the heading “Heritage Petroleum” as follows:

• 3. (1) All of the assets of PETROTRIN relative to the exploration and production operations described in Schedule 1 are hereby transferred to and vested in Heritage Petroleum.

• (2) The PSAEL Lands as set out in Schedule 2 are hereby transferred to and vested in Heritage Petroleum.

9 The side note to section 3 reads:

“Vesting of the assets of Exploration and production operations and PSAEL Lands to Heritage Petroleum Schedule 1, Schedule 2.”

10 Schedule 2 is headed “Assets, Property and Rights Transferred to Heritage Petroleum” and reads as follows:

“The right, title, claim or interest of the PSAEL Lands used for exploration and production operations, consisting of 1,829 acres located in Coora and Quarry and shown shaded on the map marked “Map A-1” below, and 1,896 acres located in Palo Seco and shown shaded on the map marked “Map A-2” below—

Two land plans referred to as Maps are published within the schedule.

11 It is clear therefore on an ordinary and usual interpretation of the Act that it purports to transfer and vest the lands registered in the name of PSAEL to Heritage. The defendants very helpfully set out in their submissions, the brief history PSAEL and this bears some repeating. PSAEL was incorporated on October 11, 1956 as a wholly owned subsidiary of Trinidad Petroleum Development Company and Trinidad – Tesoro Petroleum Company Limited. The shares of Trinidad Petroleum Development Company and Trinidad – Tesoro Petroleum Company Limited were vested in the Corporation Sole pursuant to section 8(2) of the Minister of Finance (Incorporation) Act Chapter 69:03. The defendants argue that the consequence was that the shares of Palo Seco Estates Limited as a wholly owned subsidiary company of Trinidad Petroleum Development Company and Trinidad – Tesoro Petroleum Company Limited were per force also vested in the Corporation Sole.

12 On December 14, 1993 Act No. 27 of 1993 sought to vest the undertakings of the Trinidad and Tobago Oil Company Limited (TRINTOC) and Trinidad and Tobago Petroleum Company Limited (TRINTOPEC) in the Petroleum Company of Trinidad and Tobago (Petrotrin) with the exception of the agricultural holding, namely, the shares of Palo Seco Agricultural Enterprises Limited. Thus in 1993 with the merger and vesting of the oil related assets of TRINTOC and TRINTOPEC into Petrotrin pursuant to the Petrotrin Vesting Act No. 27 of 1993 the core functions of PSAEL became the provision of estate maintenance and estate management services to Petrotrin in addition to its agricultural business. In 2007 the claimant was declared a wholly owned State Enterprise as the shares in the claimant were transferred to the Corporation Sole on June 3, 2008. Over the years therefore, the claimant functioned essentially as the entity to provide estate management services to the State Owned petroleum companies. This function appeared subsequently to have changed into one in which the claimants became responsible for the management of Petrotrin's residual assets and holdings not related to oil and gas production.

13 This history can be gleaned from the several documents and reports laid in Parliament over the years and is not in issue in this case. It however does provide helpful context to the role played by the claimant in so far as the issue touches and concerns lands held by the claimant as Registered Proprietor.

14 It should however be noted that the entity incorporated in 2006 as PSAEL could not have been the same entity whose name was changed to PSAEL and approved by the Registrar in 1986 as...