Template: Formal Cease and Desist Letter

Subject: Formal Cease and Desist Regarding JHPOA Misrepresentations & Fee Charges Date Your Name / Parcel Identification Your Address Email / Phone Via Email and Registered Post • JHPO ASSOCIATION, INC. (JHPOA) Attn: Board of Directors Elected November 19, 2024 - Mr. Colin Baldwin – Director & Executive Committee Member - Mr. Craig Dewey – Director & Executive Committee Member - Ms. Kathryn Pound – Director & Executive Committee Member - Mr. Mark Liddell – Executive Committee Member - Mr. Allan Aflak – Executive Committee Member - Mr. Colin Vinall – Director & Executive Committee Member - Mr. Peter Lansdale – Director & Executive Committee Member - Mr. Paul Ryan – Executive Committee Member - Mr. Carl Turpin – Executive Committee Member • Caribbean Developments (Antigua) Ltd. (CDAL) - Ms. Jamie Tarter – Director / Managing Director - Ms. Melareen Jarvis-Christopher – Director Dear JHPOA Board Members and CDAL Directors, I am writing to formally demand that both JHPO ASSOCIATION, INC. (JHPOA) and Caribbean Developments (Antigua) Ltd. (CDAL) immediately cease and desist from: 1. Publicly stating or implying that any Jolly Harbour freeholder is automatically a member of JHPOA—and/or that JHPOA represents all freeholders—absent explicit, written consent from each freeholder. 2. Collecting or attempting to collect any fees on behalf of JHPOA (or any similar private group) through the monthly maintenance/community charge without each freeholder's explicit prior written agreement. 3. Disseminating or failing to correct statements in JHPOA's General By-Laws that unlawfully deem freeholders to be "members" unless they actively opt out. 4. Misrepresenting the nature of JHPOA, Jolly Harbour, or the land transfer covenants as though Jolly Harbour were a formal condominium, homeowners' association, or other mandatory membership scheme. Below, I detail the specific basis for this Cease and Desist, referencing your own communications and corporate/legal documents. 1. Demand for Retraction of JHPOA By-Laws: "Deemed Membership" A. Section 4.2 – Unlawful "Deemed" Membership Your General By-Laws state: "Any person … who is the registered proprietor of real property forming part of a development known as Jolly Harbour … is deemed to be a member of the Company unless and until he opts out …" Such language unlawfully misrepresents the legal relationship between Jolly Harbour freeholders and JHPOA. The land transfer covenants do not create an automatic membership scenario for any private corporation. No freeholder should be "deemed" a member if they have never given explicit consent. I hereby request that JHPOA retract and publicly correct all statements that treat owners as automatically enrolled. A private "non-profit company" cannot unilaterally claim freeholders unless they have an enforceable contract or each owner's express authorization. B. Section 4.7 – Forced Continuation Unless Written Resignation Stating that membership "shall continue … unless and until … the member resigns" similarly violates freeholders' right to remain unaffiliated with private groups not mentioned in our land transfer covenants or the Registered Land Act. Demand: Remove or amend these By-Laws to reflect a purely voluntary membership model, ensuring no freeholder is misled into believing they must "opt out" of an association they never joined. 2. Demand for Correcting or Retracting JHPOA's Fee Imposition Multiple JHPOA communications (December 15, 2024; December 18, 2024; December 20, 2024) indicate: 1. A "EC$10 monthly fee," inserted into the 2025 Community Charge, to "fund JHPOA on all properties, even if the homeowner decides not to be a member." 2. Assertions that JHPOA "represents all homeowners" in discussions with CDAL and that the JHPOA charge is akin to a standard operational cost "for the benefit of all homeowners." These claims are baseless under our land transfer covenants, which do not authorize collecting private association funds through the mandatory monthly maintenance fee. Demand: • Stop listing or adding "Monthly Fee for JHPOA" in the 2025 budget and remove it from all future invoices unless a freeholder has explicitly consented to membership and to paying said fee. • Issue a public statement clarifying that no homeowner is obligated to pay JHPOA fees via CDAL's community charge unless they have signed a written agreement to do so. 3. Cease Misrepresenting Jolly Harbour as One "Community" or "Condominium" A. CDAL's Role and Communications From your own statements and emails, it appears CDAL or its representatives occasionally describe Jolly Harbour as a "non-profit homeownership community" or "850 homeowners [operating as a group]." Yet: 1. CDAL is, per the audited statements, a for-profit, limited liability company wholly owned by Sabana Holdings. 2. No legal entity is recognized that collectively owns or manages the entire development as a condominium or HOA. 3. Email from Mr. Tarter, dated October 16, 2024, acknowledges that "CDAL will continue to communicate directly with homeowners," and that JHPOA "serves as a collaborative space for some." This, in fact, underscores that homeowners are not legally bound to JHPOA's membership. Demand: • Immediately retract any public or private statements that every freeholder is part of a single "community" (in the legal sense of an HOA/condominium) or that JHPOA automatically "represents" all freeholders. B. Consequences of Non-Compliance Such misrepresentations cause confusion among potential buyers, real estate agents, attorneys, and existing owners, often leading them to believe they have certain collective responsibilities or fees that do not exist under law. 4. Request for Clarification on "Membership Fees" in the Maintenance Charge 1. CDAL's Acknowledgment of Equal Treatment • CDAL email from October 16, 2024 states: "We engage with JHPOA volunteers in the same manner we do with all residents …" Indeed, that is appropriate, but does not legitimize imposing JHPOA fees on unconsenting owners. 2. Mislabeling "Membership Fees" • 2025 budget lumps "JHPOA fee" into the universal monthly charge. • Under the land transfer covenants, that is impermissible absent a legitimate "service to the benefit of [my] parcel." Demand: • That both JHPOA and CDAL clarify, in writing, any legal basis for including private JHPOA fees in an across-the-board community charge. • If no such basis exists, publicly renounce these line items in the next immediate invoice or budget revision. 5. Request for Preserving Documents & Pre-Action Disclosure I also demand that JHPOA and CDAL preserve all relevant records regarding: 1. Drafting of JHPOA By-Laws referencing forced membership or "deemed membership." 2. Agreements or communications between JHPOA's board and CDAL on implementing the "Monthly Fee for JHPOA" in the official maintenance bills. 3. Minutes or emails from any JHPOA or CDAL meetings that discuss the alleged "community assets," "community infrastructure," or "common responsibilities" for freeholders. 4. Evidence of any homeowner explicitly consenting to JHPOA membership or monthly fee payments as part of the community charge. 5. Evidence that JHPOA undertook any steps to seek explicit homeowner consent. Given the possibility of legal action arising from these misstatements or unauthorized fee collections, you are hereby placed on notice not to destroy or alter any such documentation. 6. Formal Cease and Desist Accordingly, by this letter: 1. Cease and desist from all references or language, in any documentation or communication, suggesting that all freeholders are automatically members of JHPOA. 2. Cease and desist from collecting or attempting to collect any "JHPOA membership fee" or "Monthly Fee for JHPOA" or equivalent sum via the official community charge. 3. Retract all statements indicating that JHPOA "represents" every homeowner who did not expressly join, or that freeholders must actively "opt out" of membership. 4. Issue a public clarification (via email, website announcement, or official letter) that your earlier statements about "automatic membership" are incorrect and that no homeowner is obligated to fund JHPOA unless they voluntarily choose to do so in writing. Response Deadline: Please provide your written response to these demands within fourteen (14) days of receipt of this letter, confirming the steps you will take to correct the record and to ensure compliance with the land transfer covenants and relevant Antiguan law. If you fail to comply or continue to misrepresent owners' rights, I reserve all rights to pursue legal remedies—potentially including injunctive relief, damages for unjust enrichment, or other relief under civil law. Thank you for your immediate attention to this matter. I look forward to your timely response clarifying that you will comply with these demands. Sincerely, [Your Name] [Parcel Number or Address] [Contact Information]