Template: Cease and Desist Letter

Subject: Cease and Desist from Misleading Statements & Request for Pre-Action Disclosure Date Your Name / Parcel Identification Your Address Email / Phone Via Email and Registered Post Caribbean Developments (Antigua) Ltd. ("CDAL") Attn: Mr. Joseph Krohn, Chief Financial Officer 44 Church Street, St. John's, Antigua Dear Mr. Krohn and CDAL Management, I am writing to formally demand that you cease and desist from making any statements or representations suggesting that Jolly Harbour freeholders are legally bound as part of a condominium- or HOA-like "community" or that freeholders own or share liabilities for any of CDAL's private assets. These misleading statements can be found in past CDAL or related communications referring to so-called "community assets," "community infrastructure," "community loan," "community grant," etc. Such language contradicts both the clear terms of our land transfer covenants and CDAL's own corporate documents, while creating confusion among current and prospective property owners, as well as real estate agents and attorneys. Below are specific points I request you to retract, clarify, and disclose in writing: 1. Misleading Use of the Word "Community" 1. Covenant Context • According to my land transfer covenant, the term "community" appears only in the phrase "community charge," i.e., the monthly maintenance fee. Nothing in the covenant implies a shared ownership structure, like a condominium, nor a mandatory membership or liability for developer-owned assets. • I therefore demand that CDAL immediately cease using phrases such as "community assets," "community property," or "community infrastructure" that imply group ownership or joint financial responsibility where none exists under law. 2. Definition of "Community" • In various memos (e.g., "Memo To: Jolly Harbour Homeowners; From: Joseph Krohn – Chief Financial Officer; Date: November 3, 2022; Subject: Jolly Harbour Community Property Insurance"), CDAL refers to "Jolly Harbour community assets" or "community insurance." • Please confirm what exact legal definition of "community" CDAL is using. The standard dictionary meaning—"a group of people living in the same place"—does not equate to freeholders having joint liability or ownership of developer assets. 3. False Claims of a Non-Profit Homeownership Entity • In an email sent last week, Ms. Camilla Sukumaran allegedly stated that "CDAL is a not for profit homeownership community made up of 850 homeowners. Any homeowner non payment become CDAL bad debts." • However, your own financial statements (December 31, 2023) confirm that CDAL is a for-profit, limited liability company wholly owned by Sabana Holdings Ltd. Please provide a written retraction of any claims that CDAL is "not for profit," as well as any implication that freeholders are collectively the owners or "members" of CDAL. 2. Request for Pre-Action Disclosure I hereby request pre-action disclosure under Antiguan or British law principles (e.g., Civil Procedure Rules), requiring production of documents relevant to potential litigation or dispute resolution: 1. Corporate Documents & Bylaws • Please provide copies of any current CDAL bylaws, articles of incorporation, or other governance records that define the company's ownership, directorship, or relationship to Sabana Holdings. • Include an up-to-date list of CDAL directors, legal agents, and any operative shareholder or affiliate agreements. 2. Records Relating to the Sewage Plant • In a recent email, your own staff admitted the sewage plant is "30 years old" and "at end of life" with no prior capital investment. If the plant is developer-owned, kindly disclose all maintenance records, capital improvement budgets, or cost allocations that justify charging freeholders for your neglected infrastructural liabilities. • Please also preserve and produce any internal communications or management decisions about sewage blowers, clarifiers, plant repairs, or the "bad smell" concerns raised by multiple owners. 3. Documents Concerning the Alleged "Community Loan" or "Grant" • CDAL has published references to an US$800,000 "interest-free loan" and a "community grant" in multiple budgets (2023–2024). Provide the full agreements, board minutes, or records showing how this loan or grant was obtained and how it is assigned or apportioned to freeholders' accounts. • If this funding was used to repair or replace developer-owned infrastructure, please disclose the lawful basis for shifting repayment onto owners through monthly charges. 4. Asset Transfers and Ownership Changes • Past financial statements characterize CDAL's "principal activity" as real estate development (villas, marina, commercial center, golf course, etc.). Please disclose all information regarding assets that were part of CDAL but have since been sold, transferred, or otherwise disposed of—along with any alleged "benefit" to freeholders. • Specifically detail any land or facility that was under "CDAL ownership" at the time of the last ownership change but is no longer listed as a CDAL asset in current records. 3. Obligation to Inform Buyers & Provide the Reserve Study Given the known state of Jolly Harbour's infrastructure (e.g., sewage, roads, seawalls) and the 2022 Reserve Study's urgent findings, CDAL should inform all prospective or existing buyers, attorneys, and real estate agents about: 1. Risks Posed by Decayed Infrastructure • The land transfer covenants do not make freeholders responsible for capital overhauls to neglected infrastructure. Any contrary representations by CDAL mislead potential purchasers about their future liabilities. 2. The 2022 Reserve Study • As recommended by numerous freeholders, I request that you include this reserve study (or a summary) in every upcoming sales transaction pack. Failing to do so may misrepresent the development's actual upkeep needs and the developer's obligations. 4. Clarification on "CDAL Bad Debts" In Ms. Sukumaran's statement, "Any homeowner non payment become CDAL bad debts," one might infer that freeholders collectively or individually must carry the burden of these "bad debts." However: • Corporate Responsibility If non-payment of certain questionable charges is recorded on your books as "bad debt," that does not give you license to distribute these developer overhead shortfalls among other owners. A private company's shortfall cannot automatically become a line item on freeholders' monthly bills—especially where the covenant limits charges to "services to and for the benefit" of each parcel. • Audit & Covenant Kindly clarify, in writing, on what legal basis these "bad debts" are recast as a general "community" expense, if that is indeed what you are doing in your budget. 5. Preserving All Relevant Documents Finally, I demand that CDAL, its CFO, and agents: • Preserve all related documentation—physical or electronic—concerning the above points, including: • Sewage plant management, • The US$800k "interest-free loan," • The "community grant," • Any asset disposals or ownership changes, • The new office building or sports facilities, • Financial statements or audits. • Cease describing Jolly Harbour freeholders as if they operate within a single condo or HOA model, absent any formal, legal structure to that effect. Conclusion & Future Actions Should you fail to comply with this cease and desist demand—namely by continuing to present Jolly Harbour freeholders as jointly responsible for CDAL's private liabilities or developer expansions—and should you refuse to provide the requested pre-action disclosures, I reserve all legal remedies. This may include seeking injunctive relief or pursuing a formal claim for any damages caused by misrepresentations and covenant violations. I expect a written response within fourteen (14) days of receiving this letter. If you believe any alleged statements are inaccurate, you are welcome to provide supporting documentation. However, I trust you will recognize the gravity of these issues and respect both the letter and spirit of the covenant agreements. Thank you for your prompt attention. Sincerely, [Your Name] [Parcel Number or Address] [Contact Information]