The Tribune

• Dispute erupts among Sir Milo’s family

• Eldest son’s estate claims ‘disenfranchised’

• Defendants deny, say: ‘You cannot advance’

By NEIL HARTNELL

Tribune Business Editor

nhartnell@tribunemedia.net

A legal battle has erupted among one of Nassau’s most prominent families that centres on a long-standing Bahamian business with a corporate history dating back 60 years to before Majority Rule.

Legal documents obtained by Tribune Business reveal that the descendants of Sir Milo Butler, the first Bahamian governor-general, are locked in a dispute over the economic benefits different family factions have received over the decades from Milo B. Butler & Sons.

The estate of Raleigh Butler, Sir Milo’s eldest child and the late owner of Butler’s Funeral Home and Crematorium, in a June 7, 2023, legal claim are alleging that their father - and now themselves - have been “disenfranchised” after purported actions by his brother, the late Franklyn Butler senior, saw the estate receive less dividends and returns than it is actually entitled to.

Alleging that Franklyn Butler’s estate later effected two “unauthorised transfers”, collectively involving almost 600 shares in Milo B. Butler & Sons, between 2009 and 2012 following his passing, the claim also asserts that “millions of dollars” worth of real estate in New Providence, Grand Bahama and Andros belonging to Milo B. Butler & Sons was transferred without Board and/or shareholder approval in 2019.

Raleigh’s estate, which is alleging “fraudulent breach of trust” and “breach of fiduciary” against Franklyn senior’s estate and four corporate entities in the Milo B. Butler & Sons group, is seeking a Supreme Court verdict and Order to enable it to recover these “unpaid dividends”. The amount it is seeking along with damages is not specified.

The claim was certified by Craig F. M. Butler, an attorney and son of Raleigh, and also one of Sir Milo’s grandsons. One of Raleigh’s daughters is former Cabinet minister and MP, Loretta Butler-Turner, who for a short time prior to the 2017 general election became Opposition leader in the House of Assembly after ousting Dr Hubert Minnis from the role.

However, Franklyn Butler senior’s estate and another of the corporate defendants, BFG Investments Holdings, vehemently denied all the allegations made by Raleigh’s estate in defences filed with the Supreme Court on July 11, 2023. Blasting the claim for failing to provide any evidence or proof to back up its fraud allegations, they slammed it as “not sufficiently particularised” for them to provide a detailed response.

Arguing that much of the claim was statute-barred under the Limitation Act 1995, as it related to events decades ago and thus had not been filed with the Supreme Court within the required time, Franklyn Butler senior’s estate said “all company resolutions” relating to Milo B. Butler & Sons had been passed lawfully in accordance with its Articles of Association.

And, in particular, it argued that Raleigh’s estate “cannot advance such claims” since Sir Milo’s late first son is among the family members bound by the affidavits and deeds of releases that created the present shareholdings and corporate structures in and around Milo B. Butler & Sons.

Representatives of Raleigh Butler’s estate could not be reached for comment before press time last night. Meanwhile Allan Butler, chairman of Milo Butler Corporation, another of the defendant entities, declined to comment when contacted byTribune Business as did Franklyn Butler II.

Milo B. Butler & Sons, which was established in 1963 by Sir Milo and Lady Caroline Butler, and their children, has existed through four family generations. It grew to encompass Milo Butler Mart, which was temporarily closed last year; the Flying Dutchman liquor stores; and Peach Street-based Milo Butler Distributors, the wholesale business.

Also named among the defendants is Milo B. Butler & Sons Investment Company, which is playing a key role in downtown Freeport’s revival through its renovation and ownership of AML Foods’ new Solomon’s store and other buildings.

Raleigh’s estate is alleging that the late Franklyn Butler senior used his control of annual return filings to “effect unauthorised changes” which, in 1968, saw one share in Milo B. Butler & Sons, which was previously held by Sir Milo, purportedly issued in his name instead.

This, the estate claims, had the effect of giving Franklyn Butler senior corporate control unbeknown to their father or themselves, this reducing his - and now their - dividends and returns. And the estate also asserted that the annual statements for 1963 - the company’s first year - were only physically filed on March 11, 2015.

And, based on the legal principle of “primogeniture”, which stipulates that a first-born legitimate child inherits the entire or main estate of their parent, Raleigh’s estate is alleging that the purported change effected by Sir Franklyn Butler senior “had the effect of disenfranchising the claimant and denying him what was then an automatic legal entitlement to inherit the interest of Sir Milo B. Butler in” Milo B. Butler & Sons.

But, demanding that Raleigh’s estate provide “strict proof” to back up its claims, Franklyn Butler senior’s estate “denies the allegations of fraud made by the claimant and avers that all company resolutions passed were authorised by a properly-constituted quorum in furtherance of [Milo B. Butler & Sons] Articles of Association”.

And it added that the allegations “are refuted by virtue of affidavits which confirm that during meetings which occurred” between Sir Milo’s late wife, Lady Caroline, and her nine children - including Raleigh and Franklyn senior - “efforts were made to determine and agree an allocation of the respective beneficial interest” in Milo B. Butler & Sons.

These interests were agreed verbally and later became the subject of various affidavits. The late Raleigh Butler was a party to one of these affidavits, Franklyn Butler senior’s estate alleged, which was dated November 2011.

And there were deeds of release “which confirmed that during the lifetime of Lady Caroline it was expressed to all of her children (including Raleigh Butler) that her interests in [Milo B. Butler & Sons] would, on her death, be transferred to Franklyn Butler senior, and that the respective parties under the respective releases (including Raleigh Butler) wished to fulfill the expressed desire of Lady Caroline by transferring their interests to the executors” of Franklyn Butler senior’s estate.

The latter also asserted that the meetings between Lady Caroline and her nine children sought “to determine and agree an allocation of the beneficial interests” in Milo B. Butler & Sons, and that this was “verbally agreed” by the parties.

“In particular, during these meetings, it was agreed that, since the interest of Franklyn Butler senior was being reduced, Lady Caroline gave an assurance that her interest in [Milo B. Butler & Sons] would go to Franklyn Butler senior on her death and that her children and their descendants always adhered to this family arrangement,” Franklyn Butler senior’s estate alleged.

“The claimant is therefore bound by the terms of the affidavits and the first releases to the extent that Raleigh Butler was a party to the same and cannot advance such claims.” Raleigh’s estate, though, alleged that the meetings between Lady Caroline and her children, which took place between 1979 and 1982, were “inconclusive” when it came to determining the beneficial ownership interests family members would have in Milo B. Butler & Sons.

It also argued that the late Sir Franklyn senior had, by virtue of the “unauthorised” share transfer, taken control of the company, but this was denied by Franklyn Butler senior’s estate. It alleged that the same meetings resulted in an agreement that Franklyn Butler senior would gain a 20 percent interest in Milo B. Butler & Sons; Lady Caroline, 10 percent; and Raleigh Butler 5 percent with the remainder split between the other children.

Raleigh’s estate also complained about allegedly “unauthorised transfers of large sums of capital from” Milo B. Butler & Sons to Milo B. Butler & Sons Investment Company for the acquisition of real estate in Grand Bahama, but the claims were again rejected and disputed by the defendants.

They added that “the disposition of Lady Caroline’s interest was altered by the unanimous consent” of herself and her children, and asserted: “The claimant is estopped from alleging the family meetings that addressed the allocation of interests aforesaid were inconclusive having received benefit from the same.”