Antigua and Barbuda: The Quagmire Of Expropriation

Last Updated: 30 October 2019
Article by Ian Moncrief-Scott

On 3rd September 2019, Business in Vancouver, a British Columbia, Canada weekly paper and website, published a comprehensive front-page article entitled "B.C. Company mired in court fight over luxury Caribbean resort" that has shed further light on the long running saga involving the Half Moon Bay Resort in Antigua.

The author, Hayley Woodin, set out the background and presented argument from two of the key players, H.M.B. Holdings Limited and Replay Resorts.

Comment from the Government of Antigua & Barbuda was not included in the feature but its actions to date were clearly displayed for observers to take into account. In any case, they are neither new nor surprising to readers of these articles.

A quick review of the milestones is offered for new readers.

The Half Moon Bay Resort was first assembled and purchased by H.M.B. Holdings Limited in 1970. For the twenty-five years that followed, 1970 - 1995, the Company developed, maintained and managed its property, building an enviable reputation for service and business practice.

The Hotel itself was made up of a long strip of rooms and public spaces along a mile-long white coral sand beach, consistently ranked amongst the top ten in the world. Included in the Resort's 110 acres were a private 9-hole golf course, a complex of tennis courts and miscellaneous guest amenities, private estates and additional land earmarked for further hotel expansion into suites and villas.

Over its quarter century in service, the Half Moon Bay Resort had made significant contributions to Antigua's economy and international profile. The guest roster and the number of repeat guests provide valuable testament to its reputation.

Sadly, two consecutive devastating Category 5 hurricanes, Luis and Marilyn, struck Antigua in September of 1995 and all but destroyed the resort.

While the shareholders of H.M.B. Holdings Limited determined and vowed to rebuild its Resort, potential buyers, encouraged by the Antigua & Barbuda Government, saw this as an opportunity to buy the property at a distressed value and lined up in repeated attempts to do so.

Despite continued responses that the property was not for sale, the primary buyer emerged by virtue of being represented by The Hon. Lester Bird Jr., Antigua & Barbuda's Prime Minister himself offered to broker the sale of the property to a "friend of the Government, Sir (R.) Allen Stanford" who at the time had extensive business, financial and political influence in Antigua.

For several years, H.M.B. Holdings Limited made numerous attempts to obtain redevelopment financing, with each promising opportunity deliberately sabotaged by the Government of Antigua & Barbuda. The property, however, firmly remained "Not for Sale."

Finally, at its third attempt to do so, the Antigua & Barbuda Government succeeded in producing a public declaration from Parliament granting the Government the power of eminent domain for a " compulsory acquisition" of the Half Moon Bay property, using a novel interpretation of a "public purpose" under its Land Acquisition Act.

Peter Fritch's 2002 Wall Street Journal article, "R. Allen Stanford Casts Shadow over Antigua, Island of Sun," quotes Stanford's sanguine attitude to achieving his goal through expropriation.

H.M.B. Holdings Limited resisted the acquisition in court and was granted a stay until the full process of a Judicial Review of the Government's actions was completed.

The elections of a new "Government in the Sunshine" in March of 2004, led by the United Progressive Party Prime Minister Baldwin Spencer, who personally swore an Affidavit attached to the Company's application for the Judicial Review and publicly promised to ensure the reversal of the "acquisition" and the return of the property to its rightful owners, was a breath of fresh air with a renewal of hope and positive energy to all.

However, bad habits die hard and some never do. The then Attorney General Justin Simon was tasked with the responsibility for "this wrong to be made right," swiftly and justly.

He was the wrong man for the job.

Sadly, Sunshine became clouded amid a range of obstacles, personal agendas, outright malice and self-serving incompetence.

Many court battles followed all the way to London for a hearing before Her Majesty's Privy Council, the highest court of the Antigua & Barbuda jurisdiction. By its ruling in 2007, the Privy Council upheld the Government's right to exercise its power of eminent domain under its obsolete Land Acquisition Act, subject to fair and prompt payment of compensation as prescribed in detail by the Act and the Constitution of Antigua and Barbuda.

According to media reports, this allowed Stanford to present his development vision for the property to the Cabinet of the Antiguan Government. However, Stanford never succeeded in realising his plans for Half Moon Bay. He was arrested, tried and is now serving a 110-year sentence in a Texas jail for the largest banking fraud in history at that time. His assets have been distributed and thousands of his clients have lost millions of dollars in what transpired to be a huge Ponzi scheme.

In the meantime, new potential buyers were linked to the Half Moon Bay property, including Peter de Savary. Many, though, walked away after learning of forced acquisition of this foreign-owned property, while others would not or could not raise the funds for this project because of the on-going litigation.

This litigation was forced on H.M.B. Holdings Limited and continues to this day by the refusal of the Government of Antigua & Barbuda to deal with the financial consequences of its "acquisition."

While the Government took physical possession of the property in July 2007, it required an order of mandamus for the Government to commence the process of compensation, established in precise detail in the Land Acquisition Act, the only law grandfathered into the Constitution.

The value of the property was debated before an Assessment Board, with the valuations offered by the Government at US$22 million and a valuation presented by CB Richard Ellis of US$60 million on behalf of the Company.

Over the following seven years, that process of establishing the cost of the expropriation inched its way back to Her Majesty's Privy Council, encountering numerous delays, requiring two more orders of mandamus against the Ministers of Finance, a declaration by the Eastern Caribbean Supreme Court of Appeal that the Government of Antigua & Barbuda had breached the Company's constitutional rights by non-payment and several High Court orders with penal notices attached.

No payment was made during the seven years between the two Privy Council decisions.

In 2010, the Board of Assessment established a value of US$23.3 million. In 2012, the Court of Appeal reviewed the Board's decision and increased the value to US$45.5 million dollars. Finally, in 2014, the Privy Council decided that the value of the property should be decreased to US$26.6 million.

However, with the determination of interest on the principal amount due also before the Privy Council, the Learned Lords decided to allow a 10.25% rate of interest, originally established by consent of the parties, for the first half of the time lapsed between their two Decisions as a penalty for the delay in payment of compensation, with a 4% interest provided by the Land Acquisition Act on the principal amount to be applied thereafter, "until payment."

The Order further stated that "Her Majesty was pleased by and with the advice of Her Privy Council... and to order that those charged with administering the Government of Antigua and Barbuda and all others whom it may concern are to ensure that it is punctually observed and obeyed."

At the time of this final unappealable Order, the total amount established as owing to H.M.B. Holdings Limited was US$40.5 million.

The Government's public response was that no payment would be made until the property is sold to another developer, in spite of the Privy Council Order to pay "forthwith," or the Land Acquisition Act which required payment to be made from the Treasury, or the Constitution of Antigua and Barbuda, which set out protection for the dispossessed owners, requiring that "fair payment be made within a reasonable time."

Forced acquisition now clearly became expropriation, as the Government of Antigua and Barbuda defied its own laws and court orders and continued to refuse to pay the compensation due.

While the taking of privately-owned land from its citizens is not new in Antigua & Barbuda, the expropriation of Half Moon Bay was the first, and thus far, remains the only instance where the Government of Antigua & Barbuda expropriated foreign-owned private property. It is also the first time a Caribbean government, except for Cuba, expropriated property owned by U.S. citizens, setting a crucial precedent and warning for potential investors, observers of political risk and controllers of corporate governance.

Public warnings were issued by the US Congress and the US Department of State that private property belonging to United States citizens had been seized in a contentious manner, yet to be resolved. International press carried similar information.

Meanwhile, the effort by the Government of Antigua & Barbuda to depreciate the value of the property in order to minimize the cost of the expropriation came home to roost, when it became clear that it could not sell the property for an amount equal to its accrued debt.

New orders of mandamus were obtained, dates for instalment payments to H.M.B. Holdings Limited were set and breached. The Government's appeal to the Supreme Court of Appeal was rejected and announcements of nameless developers on the brink of purchase of Half Moon Bay started appearing in the media.

Among these candidates, the name Replay Resorts wove in and out of the narrative for most of 2015, with a fluctuating figure attached to its name between US$31million and US$20 million.

With yet another penal notice attached to the order of mandamus against the Prime Minister of Antigua and Barbuda, in his capacity as Minister of Finance, in December 2015, the Government advised H.M.B. Holdings Limited that Replay Destinations, acting as its agent, would be making a direct payment of US$16.5 million to H.M.B. Holdings Limited against the Government's debt. It would also be making a direct payment to retire a charge against the property, which would also be used to diminish the Government's debt to H.M.B. Holdings Limited.

The total of the two payments was equal to US$20 million, which was presented as the price of the Half Moon Bay property agreed to between the Government and Replay.

No further payment was made. All contact between the Government and H.M.B. Holdings Limited was discontinued. Once again, the Company returned to court for help.

However, due to the introduction of a Canadian buyer acting as the Government's representative and the total absence of any verification of the price and conditions of this sale of unpaid-for property was consummated, the Company now had the opportunity to extend its claims to jurisdictions outside of Antigua, namely the United States and Canada.

Who is Replay and what is its plan for the development of Half Moon Bay?

Replay Resorts was founded in 2007 by Chairman Joe Houssian and CEO Michael Coyle, both former executives of Intrawest Corp. which owned a number of US ski resorts, including Whistler Blackcomb and was sold to Fortress Investment Group LLC for US$2.8 billion.

Other former Intrawest executives make up some of Replay Resorts' senior team.

Subsequent to Replay's purchase of the Half Moon Bay property from the Government, Replay also purchased the adjacent property offered by the Mellon Estate, with the price of the purchase announced on a sliding scale between US$27 million and US$14 million dollars. This allowed Replay exclusive ownership of the entire frontage on Half Moon Bay, and a strip of land facing Willoughby Bay.

Press releases followed, with reference to the Mellon history and connection to Antigua.

The "Mellon cachet " was further enhanced by the agreement signed with Rosewood Hotels & Resorts, architectural and design plans were published and various criteria laid out in flowery detail.

Arton Capital 's press release dated 8 August 2018 announced its appointment as strategic advisor and exclusive sales agent in the MENA region for "Rosewood Half Moon Bay, Antigua," a Replay Destinations and Rosewood Hotels & Resort, to open "the most anticipated resort in the Caribbean in 2021.

In the article by Zoe Dare Hall, published on 24 October 2018 by the Telegraph entitled, "Why billionaires are fighting to own a slice of Half Moon Bay, the Caribbean 's most exclusive new resort," quotes William Anderson, Replay CEO, as saying:

"Prices start at 10m for a one-acre plot and rise to $25m for the trophy plot\ -- the three-acre Mellon Estate, once owned by the US Billionaire Mellon family and set on the highest point in the resort.

Three of the other plots have already been reserved, two to New York-based buyers and the third to an ultra-high net worth London couple.

Besides the 10 plots, there will be 42 branded villa residences for sale, ranging from 2,500 sq. ft. to 10,000 sq. ft. And priced between 3-$3.5m and $15m. They will form the Rosewood's accommodation and be sold turnkey and fully furnished, designed by Amsterdam-based Studio Piet Boon.

If paying up to $25m on a plot of remote Caribbean land -- plus a further $5m.$7m to build a single-storey villa seems high, Anderson argues that prices are comparable to nearby Jumby Bay, which sits just off Antigua 's North coast.

You can say it's expensive but look globally and it's comparable. The Mellon estate is a unique sell and we couldn't find anywhere in the Caribbean where you can buy on a beachfront like Half Moon Bay, let alone with a top hotel operator."

How is Replay Resorts managing and funding the venture?

An affidavit filed in a legal action by Mrs. Querard, H.M.B. Holdings Limited's Managing Director, quoted in the Business in Vancouver article, shows that Paul Jorgensen, one of Replay's Directors, incorporated numerous companies in Antigua that would be involved in the development and management of the resort.

Gilbert Boustany was listed as the sole director of three of these: Replay Destinations Ltd, Replay Destinations Development Ltd. and Replay Destinations Sales Ltd. He was later replaced by Paul Jorgensen and David Hill, also a Replay Director.

[NOTE: After serving as Antigua & Barbuda's consul in Miami, Boustany is currently serving as ambassador to the United Arab Emirates.]

Several name changes later, Replay Destinations Sales changed its name to Half Moon Bay GP Inc., with British businessman Huaizheng Peng, Chinese businessman Zhaoxu Chen and Paul Jorgensen as directors for the year ended 31 December 2015. One of the Shareholders of that Company was Half Moon Bay CIP Management Inc.

In an Affidavit filed on 10 May 2017, Paul Jorgensen said CIP Management "markets investment opportunities on behalf of Visas Consulting Group, designated by the Government of Antigua and Barbuda under its Citizenship by Investment Program to promote investment opportunities in the country."

According to an article published by Antigua's Daily Observer on 1 October 2016 entitled "PM says gov't helped Replay Resorts to find funds, " Prime Minister Gaston Browne said the Antigua & Barbuda Labour Party administration had to help the investor group Replay Resorts raise funds to purchase the Half Moon Bay property from the government:

"We had to do something very creative which I shall not make public, certainly not at this time, to help them to raise US$13 million of the US$ 20 million to purchase, or at least to pay out to Half Moon Bay.

It's not that Replay has millions or tens of millions of dollars to put into a hotel, they intended to fund it under the CIP (Citizenship by Investment) which means the progress may not even be as fast as we anticipated."

Browne added that the group had been interested in the property for years, but had been unable to raise the necessary funds, even after the deal had been restructured to make it easier for the group to acquire.

"Replay was around for at least three years prior to us coming to office. They were trying to do a deal in which they would have acquired Half Moon Bay for US $31 million and they couldn't raise the money; it's a fact. L am not saying they don't have resources, but they couldn't raise the $31 million"

Browne continued, saying the deal was then changed to make it easier for the investor group to raise the funds, but the firm still struggled.

In March 2018 Jorgensen stated in his affidavit that the importance of the program to the purchase and development of the property "varied over time."

He acknowledged that in 2012, Replay would not have considered buying the property without the availability of the "Citizenship by Investment Programme" to raise funds for the development of the project.

It is likely that Jorgensen's previous knowledge and activity in the realm of Citizen by Investment programs increased the comfort level of Replay with regard to the joining of Antigua's CIP with the purchase of the Half Moon Bay property. Prior to joining Replay, Jorgensen was the President of The New York Tri-state Regional Center -- promoting and providing EB 5 Visas and US Residency in exchange for investment in business projects to wealthy foreigners.

Antigua & Barbuda's "Citizenship by Investment Programme" (CIP) provides applicants with a second passport through an investment in a business or property or a direct payment into the National Development Fund in the small twin-Island state, with practically no qualification beyond the payment for what in essence is visa-free international travel access into 132 countries.

Through its Half Moon Bay CIP Management subsidiary in Thurlow Street in Vancouver, Replay Resorts continues to market Half Moon Bay as "a unique investment product of the Commonwealth passport Market."

However, on 26 June 2017, the Government of Canada announced that:

"After carefully monitoring the integrity of Antigua & Barbuda 's travel documents, the Government of Canada has determined that Antigua & Barbuda no longer meets Canada 's criteria for a visa exemption.

As of 5:30 a.m. EDT June 27, 2017, citizens from Antigua and Barbuda will need a visa to travel to Canada"

"Business in Vancouver " reports in its 3 September 2019 issue cited above that Paul Jorgensen said Replay Resorts and its subsidiaries have revised their resort concept as they adjusted their expectations with respect to the significance of the CIP as a source of funding. They landed on "an ultra-luxury resort set amongst privately owned parcels of land that will be sold to high-net-worth individuals," to be financed "almost exclusively" through private land sales.

Litigation

And where does that leave H.M.B. Holdings Limited, the unpaid and dispossessed owners of this property?

Still in litigation for more than half of the total owed, as established by the Privy Council five years ago!

In April of 2017, the Company won a Default Judgment against the Government of Antigua & Barbuda in the High Court of British Columbia together with a Garnishment Order for over CAD$30 million. While claiming that there was no payment due from Replay to the Government, another US$3 million was paid by Replay directly to H.M.B. Holdings Limited as final payment for the property, to be booked against the Government's debt in December of that year, diminishing the Garnishment by an equal amount.

Another action was filed by the Company against the Government, Replay / Freetown Destinations and Half Moon Bay CIP Management -- which Replay elected to serve upon itself -- a first in British Columbia! It contained a number of serious allegations, reported in the article published by "Business in Vancouver." They can be summarised as follows:

By continued non-payment of the compensation as established by the Order of the Privy Council, the Government breached not only the order of its highest court, but also its fiduciary duty owed to the plaintiff under its own Constitution. The other Defendants, Replay and its subsidiaries "were willfully blind" to and "participated in or assisted the Government's breaches."

By identifying specific instances of such actions, the Company expects to prove its allegations of conspiracy and unjust enrichment.

Meanwhile, the matter remains in court, with the main hearing delayed by numerous interlocutory matters initiated by Replay, several of which are still pending appeal and one of which has actually been dismissed by the Supreme Court of Canada.

It is curious to note that the Government has not defended its own behaviour, beyond retreating behind the irrelevant statement that it has no money to pay the Company, since it could only obtain US$23 million for the property from Replay. All of the other arguments and counter claims come from Replay, taking on the fight against all applications for subpoenas, discovery and claims against the Government and other entities subject to garnishment. It does not quite square with the statement by Paul Jorgensen quoted in the Business in Vancouver article, contending that "litigation has nothing to do with our Company."

There also remain three separate issues in the High Court of Antigua & Barbuda:

The first is dealing with enforcement of the mandamus order against the Minister of Finance.

The second is another "conspiracy to commit fraud" claim against the Government, Replay/Freetown and the First Caribbean International Bank.

The third is a constitutional issue dealing with the Government's insistence that any moneys received by the Company should be booked against the principal amount established by the Privy Council, denying the Company its constitutional right to interest accruing on the remaining debt. Given that the debt is already 12 years old, with no end in sight, this can represent a substantial amount.

It should be noted that in all the conversations had with the Directors of H.M.B. Holdings Limited, what was and remains paramount in their considerations is that "setting a precedent" for others to lean into continues to be as important as realising a modicum of justice under the law for themselves and the other shareholders of the Company.

If anything can be learned from this saga, it would be that expropriation is a violent act by a government against citizens, with serious consequences to both parties. It must not be undertaken lightly, nor should it be taken advantage of by third parties.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
Information Management Solutions Limited
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Information Management Solutions Limited
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions