Jolly Harbour Freeholders Group Action Memorandum

Published: January 7, 2025

Caribbean Developments (Antigua) Ltd. (CDAL) has unilaterally raised Jolly Harbour's 2025 maintenance charge—an action many freeholders contend violates the original land transfer covenants and disregards CDAL's longstanding duty to maintain the development's infrastructure at its own cost. Moreover, numerous deficiencies identified in CDAL's own 2022 reserve study indicate that crucial repairs are overdue, arising from what freeholders see as neglect and mismanagement over time. This memorandum explains why the current fees deviate from our covenants, how they appear to offload CDAL's obligations onto freeholders, and why we believe freeholders have every right to challenge them.

1. The Unusual Financial Setup of Jolly Harbour

A. Not a Condo or HOA—But a Cluster of Freeholds

• Freehold Titles, Not HOA/Condo
  • Jolly Harbour is not a condominium under Antigua and Barbuda's Registration of Condominium Titles Act (1973). Rather, it's an assemblage of freehold parcels, each governed by land transfer covenants.
  • From the beginning, CDAL decided to retain ownership and responsibility for roads, seawalls, utilities, and other communal elements, effectively operating much like APUA does for electricity or water.
• Infrastructure: CDAL's Property, CDAL's Liabilities
  • Because CDAL kept title to major infrastructure (roads, bridges, seawalls, etc.), they also assumed the liability for large-scale overhauls, replacements, or damage repair—just as a utility provider invests in, depreciates, and replaces its own equipment.

B. The 2022 Reserve Study Confirms Neglected Infrastructure

In 2022, a reserve study commissioned or referenced by CDAL identified serious repair and replacement needs for sewage systems, generator capacity, roadway integrity, and seawall fortifications, among other items. By retaining control yet apparently underfunding or neglecting these assets, CDAL let costly deficiencies build up over time—costs that the developer now appears to be shifting to freeholders via the 2025 charge. Yet covenant language suggests these items remain CDAL's direct responsibility.

2. Infrastructure & Services: Clarifying Our Covenants

A. Infrastructure on CDAL Land

CDAL's land includes (but is not limited to):

• Roads
• Bridges
• Seawalls
• Utility Equipment
• Car Parks

Under the land transfer covenants, CDAL must maintain these at its own expense, just as a typical utility invests in generation or distribution systems. The 2022 reserve study notes multiple overdue repairs or upgrades for the very infrastructure that CDAL—and not the freeholders—owns.

B. Services Expected of the Monthly Charge

Historically, freeholders' monthly fees covered:

• Security (roving patrols, gate oversight)
• Grounds Maintenance (communal verges, landscaping, weed control)
• Refuse Collection
• Routine Infrastructure Maintenance (lightbulbs, minimal patchwork, signage painting)

Metered Utility Services—electricity, water, sewage—were billed separately in a manner akin to APUA, with consumption measured per freeholder's meter. Major capital repairs—like replacing an entire sewage plant—have always been a developer's capital cost, not freeholders'.

3. Troubling Issues with the 2025 Maintenance Charge

A. "Fair Share" Under the Covenant

Covenants state fees must be spent "to and for the benefit of [the] parcel" and should be equitably apportioned. Yet, the same monthly rate is charged to both modest townhouses and multi-million-dollar beachfront villas—even if the new fees cover expansions or overhead beyond normal upkeep. This approach appears inconsistent with the principle of paying strictly for services that benefit one's parcel.

B. Responsible Party for Neglected Infrastructure

CDAL's own 2022 reserve study highlights extensive catch-up maintenance or replacements that—for years—CDAL neglected. The land transfer agreements do not allow the developer to pass these long-deferred, large-scale liabilities onto freeholders through a general monthly charge. If the study acknowledges that roads, seawalls, and other infrastructure have degraded, that deficiency stems from CDAL having failed to properly maintain its own assets.

C. CDAL Staffing & Potential Overhead Mixing

Owners worry about overhead for new commercial developments, expansions, or staff time on private ventures being silently added to the 2025 fee. Without full disclosure, it's impossible to confirm we're not subsidizing commercial overhead or expansions that do not directly benefit our parcels.

D. Master Asset Disposals & Unclear Gains

CDAL sold or re-deeded car parks, beach bars, golf course sections, and other "common" amenities that freeholders expected when they purchased. If these sales generated revenue for CDAL, freeholders rightly question: Why hasn't that funded overdue infrastructure fixes? Where are the proceeds?

4. Covenant Backdrop: We're Not a Condo, and That Matters

A. A Binding Contract, Not an HOA

• No Blanket Authority for Developer

  Under the Registered Land Act (1975), each freeholder holds an absolute title; Jolly Harbour remains a private development, not a unitary condominium or HOA.

• CDAL cannot, therefore, treat all freeholders as though they must cover every major cost or developer miscalculation—particularly capital repairs for infrastructure that's never been transferred to owners.

B. Self-Insurance & Potential Underfunding

• Lack of Standard Insurance

  By "self-insuring" large assets like seawalls, CDAL reveals no conventional coverage if a hurricane or major flood occurs. The 2022 reserve study warns that many critical systems require immediate or short-term overhauls.

• If CDAL's expansions and overhead remain a top budget priority while ignoring fundamental repairs, they breach the covenant principle that your monthly fee covers your parcel's needed services—not developer's broader enterprise.

5. Conclusion: Time to Enforce the Covenant & Accountability

From the land transfer covenants, it's clear that:

1. CDAL must remain responsible for major infrastructure it owns—roads, bridges, seawalls—and the 2022 reserve study underscores the scope of overdue repairs. Neglecting these for years does not transform them into freeholder liabilities.
2. The new 2025 charge seems to exceed normal "benefit to the parcel" upkeep by including expansions, overhead, or developer shortfalls. Any capital or catch-up from prolonged neglect is on CDAL, not the owners who initially purchased freehold parcels under the expectation of limited, usage-based fees.

We remain determined to:

• Hold CDAL Accountable for decayed roads, sewage systems, and other capital deficiencies identified in the 2022 reserve study, resulting from their mismanagement,
• Resist all attempts to have freeholders bankroll expansions or developer overhead in ways that yield no direct parcel benefit,
• Demand Transparency regarding budgets, staff usage, arms-length land transfers, and exactly how the new charge is allocated,
• Enforce the covenant language, ensuring monthly charges stick to rightful services for each parcel—not the developer's or new owners' commercial liabilities.

Freeholders who believe the current 2025 charge contravenes the land transfer covenants—and especially those alarmed by CDAL's failure to address known deficiencies in the 2022 study—have every basis to question or collectively challenge these fees. Together, we can push CDAL to realign with the covenants, covering only genuine, well-documented infrastructure costs "to and for the benefit of [our] parcels."

Related Resources

• Understanding JHPOA Inc.'s Bylaws and Limitations
• How CDAL's LOI and Financials Reveal Developer's Infrastructure Liability
• Beyond the Budget: How Neglecting the Reserve Study Puts Jolly Harbour Freeholders at Risk