I propose that additional pressure has been placed onto central and the SOA decision may further have been influenced with when t could happen to the company shoul the claims by Geoscience Resource Recovery against central petroleum are found in favour of Geoscience Resource Recovery. This real probability must have played on the minds of board and MQG during their SoA discussions.
Let's reflect on what we know
There is an interlocutory appeal from denial of the special appearance filed by Central in response to claims Geoscience Resource Recovery LLC (“GRR”) asserts against CTP for breach of contract, quantum meruit, and fraud.
GRR are stating that they found CTP a farmout partner (Total) which resulted in a substantial investment in CTP’s mineral exploitation pursuits.
It is claimed that central failed to produce evidence disputing that its agent signed the contract granting Texas jurisdiction. A decision was therefore made by a Texas court of law that states central cannot dispute CTP’s own sole managing director and CEO (at the time), John Heugh, who testified that CTP specifically targeted Texas in its efforts to find a major or super-major farmout partner.
1. GRR lawyers are presenting their case where by Central cannot avoid the contractual agreement to Texas jurisdiction in the face of undisputed evidence that the contract in question was executed in Houston, Texas for work to be performed in Houston, Texas by CTP’s exclusive agent.
2. Additionally, Texas jurisdiction is proper for GRR’s fraud and quantum meruit claims, based on promises made by CTP’s agent in Houston, Texas, inducing GRR to perform in Houston, Texas.
3. CTP cannot avoid specific jurisdiction when CTP’s own sole managing director and CEO, John Heugh, testified that CTP aimed its efforts at Texas, and contracted with GRR for GRR’s Texas connections, knowing and intending that GRR would perform GRR’s services in Texas – and GRR’s claims arise from CTP’s participation in those Texas services, in Texas.
4. Traditional notions of fair play and substantial justice will not be offended by Texas Courts exerting jurisdiction over an Australian company which: (a) chose to send its agents to Texas to find a farmout partner; (b) hired GRR to help CTP find that farm-out partner in reliance on GRR’s Texas contacts and Texas connections, fully expecting and intending that GRR would perform in Texas; (c) attended meetings GRR arranged in Texas for the purpose of finding that farmout partner, and (d) Did in fact find CTP’s farmout partner in Texas, as a result of one of the Texas meetings arranged by GRR.
In short, and from my understanding the following must happen by central's legals team
CTP has the burden of disproving every basis for Texas jurisdiction, by showing there was no jurisdictional evidence or insufficient jurisdictional evidence. GGR are claiming that CTP has no proper evidence in the record to meet its burden. CTP has only tried to dispute GRR’s evidence which is not sufficient to meet CTP’s burden. GRR respectfully requests that the trial court’s order denying CTP’s special appearance be affirmed.
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So, these court cases both in the Us of A and in Brisbane, Australia continue but at what cost to all parties and what did this pressure cooker had on the Central's board decisions to accepted the $0.20 offer if any.
What we do know is that central cash position is week, central can not afford the heavy costs associated with legal fees both in the US of A and Australia. Did Central go into the SoA in a position of weekness and with dark uncertainty hanging around its neck.
Further more, what has been the legal fees to date, why has this dollar figure not been provided as a seperate cost item, where are these legal fees hidden in central's financial reports, under administrative costs?. As a central shareholder I for one would like to know how much Central have paid to date on legal fees, both in the US of A and Australia
It would seem that the unceremonious changes of board members back in 2012 may indeed be the down fall of central, did any thought go into the what if scenario by those who initiated the push of the cliff of John Heugh, who knows certainly not be but look at the situation we now find our selves in.
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