Honouring a legal luminary: UWI Faculty of Law pays tribute to Suzanne Ffolkes Goldson
Published:Sunday | March 23, 2025 | 9:55 PMTiffany Pryce/Gleaner Writer
The Faculty of Law at The University of the West Indies (UWI), Mona, recently honoured the late Suzanne Ffolkes Goldson, a towering figure in company law, with a memorial lecture featuring esteemed legal practitioner Michael Hylton.
Attended by students, faculty members, and legal professionals, the event not only celebrated Ffolkes Goldson’s contributions but also provided critical insights into the complexities of minority shareholder rights.
Hylton, a respected authority in corporate law, delivered a compelling presentation on the evolving legal landscape surrounding oppression remedies and derivative actions. He highlighted key court rulings in the region, particularly those in Barbados and Jamaica, that shape how minority shareholders seek relief from unfair treatment.
“This is a right that the law gives to minority shareholders that many people don’t realise they have,” Hylton emphasised. “Hopefully, people will have a better understanding of those rights and will call on them when needed.”
EXPLORING MINORITY SHAREHOLDER PROTECTIONS
During his lecture, Hylton examined how different Caribbean jurisdictions approach the protection of minority shareholders, referencing recent rulings that have influenced legal discourse. He noted that while Guyana’s legislation extends oppression remedies to external companies, Jamaica’s laws do not explicitly do so.
“Jamaica does not have a civil republican government, and I suspect most territories don’t,” Hylton observed.
“However, in response to an application for summary judgment, a complainant has argued that the oppressive remedies do, in fact, apply to overseas companies registered to carry on business in Jamaica.”
One particularly noteworthy aspect of Hylton’s discussion centered on a recent ruling where a judge issued a “Wallace-Kenner order” directing a company to cover the legal fees of a minority shareholder pursuing a derivative action. However, he noted a deviation from precedent.
“The most significant point was that all those fees were ordered to be paid, but not on an indemnity basis. It seems to me that in principle, such orders should be on an indemnity basis and certainly not subject to taxation on a party-and-party standard,” he reasoned.
THE ROLE OF FAMILY-OWNED BUSINESSES IN LEGAL PRECEDENTS
Hylton also referenced high-profile family business disputes that have tested the boundaries of corporate law, including cases involving the families of two prominent Jamaican businessmen: Gordon ‘Butch’ Stewart, founder of Sandals Resorts; and Charles E. Ramson.
“The families of two late, very successful Jamaican businessmen, Gordon ‘Butch’ Stewart and Charles E. Ramson, have already contributed a great deal to the jurisprudence in this area, and there’s more to come,” Hylton remarked.
He pointed out that courts have made multiple findings of significant interest to legal professionals in cases involving oppression and derivative action litigation among family members.
“In one such matter, the judge granted an order restraining the controlling shareholders from using company funds to pay their legal fees. In another, the Court of Appeal ruled that a judge was wrong to deny a minority shareholder leave to file a derivative action on the basis that she was already pursuing an oppression claim regarding the same alleged breach,” the attorney noted.
These cases, Hylton suggested, reflect the ongoing evolution of corporate governance in Jamaica and the wider Caribbean, particularly in family-owned businesses where disputes can become complex legal battles.
CALLS FOR LEGISLATIVE REFORM
A question from final-year Barbadian law student Diana Robinson sparked discussion on whether Jamaica should adopt Barbados’ broader legislative approach to who may bring claims in oppression cases.
Hylton responded cautiously, recognising the benefits of judicial discretion but also acknowledging the challenges.
“I’m not unhappy about greater judicial discretion,” he admitted. “But I can see where that could be interpreted so widely that it greatly expands the scope of the argument. My cautious reply would be that I think it’s a right that should be done, but we must be mindful of potential inconsistencies in interpretation.”
He also underscored a broader regional issue: the lack of awareness and sharing of local legal precedents among Caribbean jurisdictions.
“We lawyers frequently cite cases from other jurisdictions that may be less relevant than cases right here in the Caribbean,” he remarked. “I discovered things in the course of preparing for this lecture about cases in our own region that I had no idea had been decided.”
A FITTING TRIBUTE TO A LEGAL TRAILBLAZER
The event also served as an emotional reflection on the impact of Suzanne Ffolkes Goldson’s work.
Dr Celia Blake, Associate Dean at the Faculty of Law and the event’s main organiser, spoke of the deep sense of loss felt by colleagues and students alike.
“It is quite sharp, it’s quite recent. We’re still hurting, we’re still feeling the loss in a very significant way. I can’t walk into a company law class and not mention her name,” she said.
Blake underscored Ffolkes Goldson’s enduring influence, not just through her scholarship but also through the personal connections she formed with students and colleagues.
“Suzanne just had a positivity and an energy that everybody here has spoken about. She made you feel like a friend, even if she was just several degrees removed from you. Her spirit is irreplaceable,” she expressed.
Ffolkes Goldson joined The UWI, Mona in 1996 as a lecturer in the Faculty of Law. She taught at the Cave Hill Campus between 1989 and 1995 before joining the Mona staff. During her tenure, she served in various leadership roles in the Faculty for approximately 18 years.
At the time of her passing on Monday, October 2, 2023, Ffolkes Goldson was a Senior Lecturer and interim Dean in the Faculty of Law.
In recognition of Ffolkes Goldson’s scholarly contributions, Hylton was presented with two faculty publications: a journal and a recently published book, ‘Perspectives on Caribbean Law’, featuring a chapter authored by Ffolkes Goldson.
As the evening closed, Hylton expressed his appreciation for the tribute.
“Totally deserved, well done, and I’m so happy to be a part of it,” he declared.