Siena Properties (Jersey) Limited creditors' winding up

​​​​Representation of Marcus Kraig Stone

1. ​This is the Representation of Marcus Kraig Stone, (“the Representor”) in respect of a debt owed to him personally by Siena Properties (Jersey) Limited (“the Company”)
2. The Representor is, and at all material times was, a natural person registered to perform “Class G” trust company business for the purposes of the Financial Services (Jersey) Law 1998. The Representor is also an Advocate of this Court, exercising his profession under the name and style of Lexstone Laywers, a registered trading name
3. In or around November 2019 the Representor agreed to perform certain directorship services at the request of the Company for the Company and various companies associated with the Company for the purposes of the Financial Services (Jersey) Law 1998
4. The Representor provided the Company with a Director’s Services Agreement dated November 2019 (“the Contract”) that was intended to, and that did in fact govern the contractual relationship between the Representor and the Company
   

Material Contractual Terms

The material terms of the Contract are as follows:

• ​t​he Representor would be appointed as a director of the Company and of its nominated associate entities on 16 November 2019
• that the Company would remunerate the Creditor for Director services at an annual rate of £50,000 per annum commencing on 1 January 2020
• that the Representator’s remuneration would be paid in equal quarterly instalments, in arrears
• that on termination of his appointment, the Representor would be entitled to any fees to which the Representor was at that time, entitled, plus expenses
• that the governing law of the Contract is the law of Jersey.

The Debt

1. ​The Representor submitted invoices to the Company in accordance with the Contract until 31 August 2021, after which time the Representor’s invoices were not paid by the Company
2. That the Company ceased paying the Representor’s invoices after 31 August 2021 and that the Creditor terminated his appointment under the Contract on or around 10 July 2023 for non-payment of fees (notwithstanding the Creditor continued to perform his duties under the Contract), at which time the Creditor issued an invoice to the Company in the sum of  £93,750 for Director Services incurred by the Representor in the period 1 September 2021 to 31 August 2022 and for 1 September 2022 to 10 July 2023 in the sum of £43,750,00, being a total £93,750.00
3. That the Representor’s invoice in the sum of £93,750 remains unpaid
4. That, notwithstanding correspondence that should be equated with a letter before action for the purpose of practice direction RC17/01 the Company has declined or refused to pay the debt that it owes to the Company, or to notify the Creditor of any, or any sufficient defence to the Creditor’s claim for unpaid director’s fees
5. That on Tuesday 14 May 2024, the Company was served with the Creditor’s statutory demand in the sum of £93,750.00 in respect of the Creditor’s unpaid Director’s fees and that no response, or payment, has been received from the Company in respect thereof
6. The Representor is entitled to payment of the sum claimed of £93,750, interest and costs, and the Company is unable to pay its debts as they fall due and should be wound up in accordance with Article 157A of the Companies (Jersey) Law 1991.

The Representor seeks the following:

• ​that the Company shall be adjudged as owing the Representor the sum of £93,750, interest and costs
• that, in accordance with Article 157A(2)b of the Companies (Jersey) Law 1991, the Company is adjudged to be unable to pay its debts;
• that a liquidator, or a provisional liquidator, shall be appointed to the Company pursuant to Article 157B of the Companies (Jersey) Law 1991
• that the Court shall order that a Creditor’s winding up shall commence in respect of the Company pursuant to Article 157C of the Companies (Jersey) Law 1991
• such other orders or directions that the Court deems fit
  

Affidavit of Marcus Kraig Stone

I, MARCUS KRAIG STONE, of Lexstone Lawyers, 22 Esplanade, St Helier, Jersey, JE2 3QA hereby make oath and say as follows:

• ​I make this affidavit in support of my Representation pursuant to Article 157A of the Companies (Jersey) Law (“the Companies Law”) to adjudge Siena Properties (Jersey) Limited (“the Company”) a company that is unable to pay its just debts as they fall due and to commence a Creditor’s winding up of the Company for the purposes of Article 157 of the Companies Law
• I repeat the contents of my Representation dated 10th July 2024 and I confirm that the contents thereof are true, or true to the best of my information and belief
• The Company has failed to respond, substantively or at all to a statutory demand personally served by me on the Company on 14 May 2024 in respect of Director’s fees incurred by the Company for duties performed by me in the period 1 September 2021 to 10 July 2023 in the sum of £93,750
  
• Exhibited to this, my affidavit at MKS1 are true copies of various documents in support of my Representation
• Exhibited at pages 1 to 6 of MKS1 is a true copy of a contract prepared by me and forwarded to Mr Stephen Neal, a Director of the Company on or around 20 November 2019 in respect of my (then) proposed remuneration for Director Services
• I sent invoices to the Company, and the Company duly paid said invoices, in the period 11 August 2020 to 31 August 2021. Exhibited at pages 7 to 13 are true copies of the invoices sent by me to the Company and paid by the Company in this period
• Thereafter, I continued to perform my contractual duties, however, the Company did not pay the invoices duly sent by me to the Company in accordance with the Contract. Exhibited at page 14 of MKS1 is a true copy of my unpaid invoice for the period from 1 September 2021 to 10 July 2023
• On 10 July 2023, I resigned my directorship of the Company, and its various associated entities, for non-payment of fees. My resignation letter(s) are exhibited at pages 15 to 28 of MKS1
  
• I have attempted to engage, through my firm, with the Company in respect of the debt owed to me in the sum of £93,750. Exhibited at pages 29 to 34 are true copies of correspondence with the Company’s (then) Advocate Hiren Mistry. To the best of my knowledge, information and belief Advocate Mistry is no longer acting for the Company and the Company has no defence to the debt that is owed to me and the Company is unable to pay its debts as and when they fall due​