World GTL Inc Files Largest Ever Lawsuit Against Trinidad Government-Owned Petrotrin
World GTL Inc, in the largest lawsuit ever filed against a private or Government-owned company in Trinidad, and amid upcoming elections, said it had served, with the help of a court order there, the Government-owned Petroleum Company of Trinidad and Tobago (Petrotrin) with a complaint in the United States Federal District court for the wrongful expropriation of its assets in a joint venture company, World GTL Trinidad Limited. The Complaint requests damages of more than US $2 billion.
World GTL Trinidad Limited was constructing a gas-to-liquid plant located within the Petrotrin refinery in Point-a Pierre, Trinidad, 51% owned by the World GTL Inc subsidiary, World GTL of St. Lucia Ltd, and 49% by Petrotrin. When expropriated, the plant was in the process of being commissioned and would have been the first commercial GTL plant in the western hemisphere.
World GTL Inc says it is seeking damages equal to the projected enterprise value contemplated by Wall Street analysts in an initial public offering.
In the complaint, World GTL Inc says Petrotrin executed its secret plan to expropriate the plant with the full knowledge and consent of the Trinidad Government.
In 2005 World GTL Inc and Petrotrin entered into a “Project Agreement” to build a gas-to-liquid plant within Petrotrin’s refinery at a location selected by Petrotrin and recommended as safe, when in fact it was directly down wind from Petrotrin’s Sulfur Recovery Unit. Petrotrin assured World GTL Inc the refinery location was environmentally safe.
“In order to obtain project financing, Petrotrin introduced us to Credit Suisse, noting that a former Trinidad finance minister was now an officer of the bank. The bank agreed to provide a US $125 million loan,” said James Carlisle, World GTL Inc’s vice president of finance and operations.
“Contrary to Petrotrin’s representations when we entered into a ‘Project Agreement,’ there were numerous toxic sulfur releases from the Petrotrin refinery, which contaminated the entire facility including the gas-to-liquid plant,” said Carlisle. “We had to evacuate the plant on many occasions – sometimes for as long as two months at a time – creating unforeseen cost overruns and delays severely impacting our ability to meet the completion date set forth in the agreement with Credit Suisse. Plant closings and evacuations continued despite the many assurances from our partner, Petrotrin, that the situation was being corrected,” he said.
However, according to the Complaint, Petrotrin surreptitiously bought World GTL Trinidad’s loan from Credit Swiss, which had been jointly guaranteed, clearly demonstrating its intent to be the sole owner of the gas-to-liquid plant.
“Moreover, with a clear disregard for their fiduciary responsibilities to the GTL joint venture company, Petrotrin engaged in actions demonstrating it planned to control the project,” continued Carlisle. “This included payment to Credit Suisse of a disputed $16.2 million breakage premium in order to facilitate taking ownership of the loan,” said Carlisle. “This was done secretly so they could declare a default effectively expropriating the assets without compensating us,” he said.
According to the complaint, World GTL Inc and its subsidiary, World GTL St. Lucia, allege that Petrotrin did not make the requisite corrections to the sulfur problem because it at all times wanted timely completion of the construction of the plant to fail, thereby creating a default under the terms of the loan agreement with Credit Suisse. This allowed Petrotrin to appoint a Receiver to take over all the assets of the entire project without proper compensation to World GTL Inc. This action was not only contrary to the agreements between the parties but constituted fraud on its face, according to the Complaint.
World GTL Inc is seeking compensation from Petrotrin for alleged fraud, negligent misrepresentation, breach of contract, unjust enrichment, negligence and expropriation.
World GTL Inc, based in New York City, was formed in 2000 to build and operate gas-to-liquid (GTL) facilities that convert natural gas (coal and other hydrocarbons) into high-value, pollution free fuels and other valuable products.