Eden Island Village Management Association v Eden Island Development Company (Seychelles) Limited & Anor (MA 40 of 2025 (Arising in MC59 of 2024)) [2025] SCSC 139 (23 October 2025)

SUPREME COURT OF SEYCHELLES Reportable MA 40/2025 Arising in MC 59/2024 Applicant 1st Respondent 2nd Respondent In the matter between: EDEN ISLAND VILLAGE MANAGEMENT ASSOCIATION represented by its Executive Member Daniel Colyn CIO Parmantier Law Chamber, Room 301, Michel Building (rep. by M Parmantier and B. Hoareau) and EDEN ISLAND DEVELOPMENT COMPANY (SEYCHELLES) LIMITED represented of Eden Island, Mahe, Seychelles by its Director Craig Heeger Craig Heeger of Eden Island, Mahe, Seychelles (rep. by B. Georges) Neutral Citation: Before: Summary: Heard: Delivered: (23 October 2025). Eden Island Village Management Association v Eden Island Development Company (Seychelles) Limited & Anor (MA 40/2025 (Arising in MC5912024)) Burhan J Contempt of Court 15 January 2025, 12 March 2025 and 26 May 2025 Written Submissions 23 October 2025 RULING BURHAN J [1] The Applicant is the Eden Island Village Management Association ("VMA"). The l " Respondent is the Eden Island Development Company (Seychelles) Limited ("ErnC') and the 2nd Respondent Craig Heeger its director. The Applicant filed a Notice of Motion on 12 September 2024, seeking an inhibition order and interim injunction (Me 59 of 2024). The Appl icant further filed MA 40 of 2025 th is appl ication seeking an order in relation to contempt of court ("contempt application"); and MA 41 of 2025 seeking an order appointing an arbitrator ("arbitrator application"), both filed on 24 February 2025. [2] This ruling concerns the application seeking an order for contempt of court against the Respondents, on the basis that the Respondents registered an easement over a disputed parcel of land during the course of these proceedings, despite an alleged undertaking being given by the Attorney at Law Mr Georges that the status quo will remain the same, pending determination of the application for an inhibition and injunction in respect of the said parcels of land. [3] In this application the Applicant VMA filed a Notice of Motion (stamped 24 February 2025) seeking the following orders: 1. For an order ofcommittal to prison, or jar an order imposing a fine or granting such to the Court, in respect 0/ the 2nd Respondent - other remedy or Order as may seem just in his capacity as a director of the 1st Respondent -for Contempt of Court, for failure by to respect and comply with an undertaking given to the Court by the 1st the I" Respondent for and on behalf 0/ the 1st Respondent, Respondent's the 1st Respondent shall maintain the status quo with respect to all land parcels involved in the dispute in case MC5912024; attorney-at-law, that to prison, or/or an order imposing afine or granting such 2. For an order ofcommittal other remedy or Order as may seem just to the Court, in respect of the 2nd Respondent - in his capacity director of the 1st Respondent -for Contempt of Court, for failure by the 1st Respondent the I" Respondent shall maintain status quo with respect involved in the dispute in case MC5912024,' to respect and comply with an order given by the Court to all land parcels that 3. For an order imposing afine or granting such other remedy or order as may seem just to the Court, in respect ofthe l st Respondent.for Contempt of Court ,for failure by the 1st Respondent to respect and comply with an undertaking given to the Court by the 1st the Ist Respondent's Respondent shall maintain the status quo with respect to all land parcels involved in the dispute in case MC5912024,' attorney- at-law, for and on behalf of the 1st Respondent, that 4. For an order imposing afine or granting such other remedy or order as may seem just to the court, in respect of the 1st Respondent,for Contempt of Court.forfailure by the 1st Respondent the 1st to respect and comply with an order given by the Court, Respondent shall maintain the status quo with respect to all land parcels involved in the dispute in case MC5912024; that 5. That the Respondent's actions, specifically placing an easement on the land parcel question, befound to be in violation of the implied and explicit orders of the Court. in 6. That the Respondent bear the costs of these proceedings. 7. That the Respondent and Land Registrar be ordered to take immediate steps to reverse any and all acts that have affected the land parcel, including but not limited to the removal of the registered easement over the land parcel. 8. Such further or other relief as the Court deemsjust. [4] Together with the affidavit in support and other supporting documents the Applicant enclosed the Grant of Easement with respect to Title No. V2000 (Annexure 5). Title No. V2000 is one of the parcels, the Applicant seeks to register an inhibition order in accordance with section 76 of the Land Registration Act and an interlocutory injunction, prohibiting effecting and/or carrying out any works and construction whatsoever in MC59/2024. [5] It is to be observed that the application for Grant of Easement is dated 5th August 2024 and was stamped by the Land Registry on 4 October 2024 and provides the following: "We, Eden Island Development Company (Seychelles) Limited (the "Grantor "), consideration of having sold the land comprised in parcel number Vi6ii9 Property "), hereby grant Parcel V16119, the following easement: in (the "Grantee 1. A right offree passage and access to and from Parcel Number V20000 (as resurveyed and/or renumbered from time to timet.for purposes of sole and exclusive use ofthe storage area(s) and! or parking area situated at the shaded areats) indicated as "B06 ", "07" and "11" in the diagram attached hereto, marked Annexe A, and in accordance with any other specific terms and conditions as agreed between the Grantor and the Grantee. 2. And theforfeiture of the right to one covered parking bay which the Grantee is entitled to in terms of the original AGREEMENT of sale ofV16119. 3. For purposes of the right to sole and exclusive use of the storage arects) and/or parking area it is acknowledged that that the proprietor disposes of the Grantee Property, the proprietor willforgo such rights to the garage, parking area and/ or storage area(s) referred to in 1above. in the event 4. The conditions of this easement will therefore be tram/erred to the new purchaser of the Grantee Property until such time a new easement favour. is registered in the new purchaser's 5. internal maintenance and metered utilities (including the installation of any required meter readers) of and for the shaded area(s) in Annexe A, to the extent applicable, will be the Grantee's obligation and for the Grantee's account. " [6] As Annexure 4, the Applicant enclosed transcript from the Court proceedings on 20 September 2024 at 9:00 a.m. with respect to the alleged undertaking and/or court order given in respect of the parcel V2000. [7] The Respondent filed an answering affidavit by Mr Heeger (stamped 26 May 2025), which predominantly denies existence of any undertaking and/or court order. Further, it is averred that the Grant of Easement was filed before proceedings of 20 September 2024. The Respondents' document is dated 5 August 2024 and stamped by the Land Registry on the 4 October 2024. Thus, it is averred that there could have not been any violation of undertaking and/or court order even if it existed, as document was filed before the proceedings of20 September 2024. It is also averred that the EIDC retains a freehold title ownership of Title V2000. Applicant's Submissions [8] The Applicant refers to Halsbury's Laws of England (Vol. 9(1) Reissue, para. (1) which classifies contempt of court into two distinct categories: (i) Criminal contempt, and (ii) Civil contempt, also known as contempt in procedure, which consists of disobedience to the judgment, orders, or other process of the court and typically involves a private injury. [9] It is submitted by the Applicant that this matter concerns civil contempt. The core allegation is that the Respondents willfully disobeyed a binding undertaking given to this Court - "an act which, if proved, engages the coercive and supervisoryjurisdiction of the Court to enforce compliance with its processes and authority". [10] The Applicant refers to Prea v Family Tribunal [2024] SCSC 94, and persuasive Canadian and English authorities such as Carey v Laiken [2015] SCC 17 and Re Bramblevale Ltd [1970] Ch 128, which held that the Court must be satisfied of the following three cumulative elements which are present in this application for contempt: i. The order must state clearly and unequivocally what should and should not be done ii. The party alleged to have breached the order must have had actual knowledge of it; and iii. The party alleged to have breached the order must have intentionally done the act that the order prohibits or intentionally failed to do the act that the order compels. [11] The Applicant submits that a contempt of court is an offence of a criminal character; and in Mid Suffolk District Council v Clarke [2006', EWHC 2445 (Ch), where the court reiterated that, notwithstanding the civil context, the quasi-criminal nature of the proceedings demands proof beyond reasonable doubt. With regard to the existence of a binding undertaking, the Applicant refers to the following statements ofMr Georges during the Court proceedings on the 20 September 2024: 11. Mr. Georges: "I can say, without necessarily needing to give an undertaking, 1can say that nothing will happen. The status quo will be maintained until this matter is heard. The status quo has been there for six years. It is not about to change. " 12. "" Court: "So maybe the adjudicator can make a rule on this saying both parties can remain status quo until Jfinish this matter. That will suffice. Ifyou all want to. J am just telling. " 13. To this, Mr. Georges responded: "If infact arbitrator: 1think they are making it now, but J can state that nothing has changedfor last six years and nothing is likely to change until the arbitration is heard. " the arbitrator had been appointed, this application would have been made to the the [12] The Applicant also relies on the case District Council v Clarke [2006] EWHC 2445 (Ch) where the case of Russell v Russell [1956] was cited as follows: "J am in no doubt, therefore, than an undertaking wherever recorded which is accepted by the court can be discharged by the court at any stage (lit to do so. Thefact that it is recorded in a consent order does not, in my judgment, change the nature from promise to order. " isjust [13] Therefore learned Counsel submits that once an assurance was accepted, relied upon, and acted upon in law and in fact, it constitutes a binding undertaking enforceable by contempt. [14] In respect of 'knowledge of the undertaking' requirement, the Applicant submits that Mr Craig Heeger, as Chairman and principal decision-maker of the EIDC, is legally deemed to have full knowledge of the representations made by his appointed legal counsel. It is submitted that under Article 1984(1) of the Civil Code of Seychelles, agency arises when a person, the principal, empowers another, the agent, to act on their behalf and in their name. This principle applies with equal force in litigation. The Applicant submits that Counsel appearing in court acts as the agent of the party they represent. The Applicant referred to Articles 1998(1) and (2) of the Civil Code and submits that it confirms that a principal is bound by obligations contracted by the agent in accordance with the authority conferred. [15] With regard to requirement of 'breach' the Applicant submits that the Grant of Easement (Annexure 5 to the Applicant's Affidavit) was registered at the Land Registry on 4 October 2024 after the Respondents' counsel gave an express undertaking to maintain the status quo. It is submitted that the breach is both clear and serious. The Applicant submits that the date of registration is not in dispute and is stamped on the face of the registered document. [16] With regard to the Respondent's averment in the answering affidavit that the documents were signed and lodged with the Land Registrar on 5 August 2024, before the undertaking was made is both legally and factually unconvincing for the following reasons: [17] With regard to 'targeting and abuse of process' alleged by the Respondent, the Applicant submits that such allegation is both factually incorrect and legally irrelevant. As submitted, the application is properly brought against the party responsible for the breach of court undertaking and Mr. Heeger is cited in his official capacity as the authorized representative of EJDC, the company at the center of this breach. [18] The Applicant further submits that apart from Mr Heeger's official position with the EJDC, he and his spouse were among the direct beneficiaries of one of the seven easements registered in breach of the undertaking. While that particular easement was signed by another authorized signatory on their behalf, it was granted at a time when Mr. Heeger was acting as both a director of the grantor company and a recipient of the easement. The Applicant submits that this duality raises a conflict of interest. [19] With regards to the Respondents' argument that the registration of the Grant of Easement did not alter the status quo, it is submitted that such argument is both legally incorrect and strategically disingenuous. Once registered, the easement becomes a real right- one which is enforceable against the land itself and binding on all successors in title. It is not a mere personal promise, but a permanent diminution of proprietary control. [20] The Applicant submits that the Respondents' claim that £IDC remains the registered proprietor of Parcel Y20000 is legally irrelevant and strategically misleading. While EIDC may hold registered title at present, that does not entitle it to act with unfettered discretion over the land, particularly when the subject of the current proceedings is whether EIDC should retain that proprietary interest at all. [21] The Applicant further submits that the EIDC is now deliberately granting specific easements, often for the benefit of select homeowners (including its own director and affiliates), that confer exclusive rights over designated parking bays. It is submitted that this undermines the shared-access model envisaged in the Sale Agreements and Constitution and creates a two-tiered regime of parking privi leges. Respondents' Su bmissions [22] The Respondents submit that the contempt application fails at every level as there was no such "order," nor was there any relevant "undertaking." It is submitted that the only part of the YMA's case that is partially correct is the factually incorrect allegation that EIDC, through the undersigned, "presented a grant of easement documents to be registered at the Land Registrar's office on 4 October 2024 ". The Respondent submits that this is correct that documentation was executed and submitted to the Registrar, but it was done so on 5 August 2024, more than six weeks before the proceedings of 20 September 2024 hearing ('postponement hearing'), and so could never form the basis for any contempt of court arising from that hearing. [23] The Respondents submit that each and every requirement for contempt of court is lacking as (i) there was no lawful order, nor any undertaking; (ii) neither EIDC nor Mr Heeger had any knowledge of any such alleged order or undertaking; (iii) neither EIDC nor Mr Heeger intentionally contravened any such alleged order or undertaking. The Respondent submits that the YMA is actuated by an ulterior motive and that these proceedings are vexatious. [24] It is submitted that a transcript of the 20 September 2024 attached to the VMA's supporting affidavit clearly indicates that Burhan J made no order that EIDC shall maintain the status quo (or any other status) with respect to the land parcels involved. The learned Judge merely ordered that the injunction proceedings be postponed. Further, it is submitted that the transcript also indicates that the EIDC's attorney-at-law gave no binding undertaking that ErnC would maintain the status quo (or any other status) with respect of the land parcels. [25] The Respondent submits that on 5 August 2024, more than six weeks prior to the postponement hearing and approximately a week before the injunction proceedings were even instituted on 12 September 2024, Mr Georges presented a batch of seven sets of documents regarding the grant of easements to the Land Registrar's office for registration. The easements were registered by the Registrar on 4 October 2024, as is indicated by the stamped date thereupon. The fact that the Registrar took approximately two months to process the applications reflects the Registry's internal processes and is not due to EIDC or Mr Heeger. [26] With regard to the applicable law, the Respondent submits that the requirements as set out at paragraph [45] of Lau-Tee v Hoareau & ars (SCA MA 42/2023 [2023] (Arising in SCA 8 and 9/2023) (Out of MA 176/2019) and (DC 134/2018)) (18 December 2023) for contempt of court are as follows: (1) The order alleged to have been breached must state clearly and unequivocally what should and should not be done. (2) The party alleged to have breached the order must have had actual knowledge of it. (3) The party allegedly in breach must have intentionally done the act intentionally failed to do the act that the order compels. the order prohibits or [27] The Respondent further referred to paragraph [46] of Lau-Tee v Hoareau and paragraph [118] of Bardino and Anar v Government of Seychelles (Consolidated Appeals: SCA 2112020 and SCA 35/2021) [2022] (Arising in MC 18/2019, MA 16712020 and MA 169/2020) (16 December 2022) submitting that a similar test for contempt requires proof of the following: (i) The existence of a lawful order (ii) Knowledge of the order (iii) The contemnor's ability to comply (iv) The potential contemnor 'sfailure to comply [28] With regards to the first requirement, the Respondent submits that a perusal ofthe transcript of the postponement hearing shows that Burhan J made no binding order whatsoever regarding the land parcels, let alone one which clearly and unequivocally detailed what should or should not be done. It is submitted that the VMA's assertion under oath that Burhan J ordered that "no transactions or dealings, including the placement of any encumbrances such as easements, were to take place until the resolution of the pending injunction proceedings" is factually incorrect and disingenuous. The VMA has attempted to read into the transcript something that simply is not there. [29] It is further submitted that the transcript also shows that no binding undertaking was made by learned Counsel Mr Georges. Indeed, he expressly prefaced his remarks by stating that no undertaking needed to be given. Further, and even if the undertaking had been made (which is denied), the law on contempt requires the existence of a lawful order. An undertaking does not meet this requirement. [30] With regards to the second requirement, it is submitted that it is also not met as neither EIDC nor Mr Heeger had any knowledge of a binding order or undertaking (which necessarily follows given the non-existence of any such order or undertaking). The Respondents submit that at most, it can be argued that EIDC and Mr Heeger had constructive knowledge of what took place during the postponement hearing through the Respondents' Counsel. However, the proceedings were never reduced into a written order to be served on EIDC or Mr Heeger. [31] The Respondents deny and state in the submissions that even assuming such an order or undertaking existed (which is categorically denied), neither EIDC nor Mr Heeger took any steps or conducted themselves in conflict with such a purported order or undertaking. [32] The Respondents submit that the YMA' s only argument, in this regard, is based on a factual error. It is submitted that the easement application documents were submitted to the Registrar before the injunction proceedings were instituted and many weeks before the postponement hearing took place. The Respondents contend that nothing occurred on 4 October 2024 for which EIDC or Mr Heeger can be held responsible. [33] Further the status quo regarding the land parcels before and after the postponement hearing remain the same: the EIDC was and remains the registered freehold title owner while the YMA retains a right of usage on certain terms and conditions. [34] It is submitted that the issue ofEIDC and Mr Heeger's "ability to comply" is not relevant on the facts. [35] The Respondents contend that these proceedings are vexatious and actuated by the YMA's ulterior purpose. The Respondents bring to the notice of this Court that ofthe many persons who registered grants of easement, only Mr Heeger has been targeted. The only reasonable conclusion from the above, and the fact that the YMA seeks Mr Heeger's committal, is that this application is actuated by an ulterior motive on the YMA's part to specifically target Mr Heeger and thereby attempt to place undue and improper pressure on him by threatening his imprisonment. This application is contrived and clearly discloses an abuse of the court process to try and achieve an ancillary and exterior objective relating to the injunction and arbitration applications [36] The Respondent move for the above reasons that this Court dismiss YMA's motion with costs. Analysis and Determination [37] I have thus carefully considered the submissions made by both parties. The parties cited different authorities regarding the requirements for a contempt of court order; however, the principles outlined in these cases are consistent. The first requirement is that there must be a court order that clearly and unequivocally states what should and should not be done. Having perused the transcription of proceedings on the 20 September 2025, it is clear that no such order was made during these proceedings. [38J Indeed, the Applicant itself submits that "the Court accepted the assurance without needing to issue a formal interim order" and that "the Applicant did not pursue a formal order because it relied on Mr. Georges' representations, and the Court likewise refrained from imposing any binding directive because the assurance was taken at face value" (see paragraph 14 of the submissions). Accordingly, it is evident from the Applicant's own submissions that no formal interim order was made. This alone can be sufficient to dismiss the contempt application. [39J The Applicant further submitted that it relied on Mr Georges' representation and therefore did not pursue a formal order. This contention is untenable, given that a pending application for an inhibition order under section 76 of the Land Registration Act and interlocutory injunction in respect of parcel V2000 still exists before this COUlt. The formal interim order was sought in MC59/2024, and no interim order had been granted by this Court during proceedings of 20 September 2024 as the said application has since then been pending before this court for determination. Further, the Applicant's claim that undertaking "was given as an alternative to the immediate imposition of an injunction" (para 24.4 of the submissions) is unacceptable. The Court had merely set a one-month date for reply to the notice of motion, which cannot reasonably be interpreted as an "alternative to the immediate imposition of an injunction, " [40] Upon reviewing the transcript, this Court finds that learned Counsel Mr Georges did not give an undertaking. Counsel stated: "without necessarily needing to give an undertaking, 1 can say that nothing will happen. The status quo will be maintained until this matter is heard ... ". By this statement itself, learned Counsel effectively disclaimed giving an undertaking. This Court is of the view that any undertaking must be clearly and unequivocally expressed to create a definitive record. In the Court's assessment, the statement made does not meet this standard and cannot constitute a valid undertaking. As this Court finds that no undertaking was given, the Applicant's argument that an undertaking alone in the absence a court order, could justify the relief sought bears no merit. [41] It is also to be mentioned that if the Court did make a formal order based on any undertaking given by Mr Georges, such an order should have been formally served on the Respondent and his Counsel to ensure that the Respondent was aware and had sufficient notice of same. This has not been done. [42] The other observations made by this Court are that though the Grant of Easement is dated 5 August 2024 and learned Counsel Mr Georges submits that the documents were submitted to the Registrar on the 5 August 2024, the four registry stamps that appear on it are all dated 4 October 2024 and include the words 'presented' and 'registered'. Further it is the Appl icants contention that the registration of the easement affected the status quo. The Applicant also refers to conflict of interest of Mr Craig Heger in applying for its registration and further submits that the Respondents' claim that EIDC remains the registered proprietor of Parcel V20000 is legally irrelevant and strategically misleading. In fact the Applicant's contention is that the current proceedings are in respect of whether EIDC should retain that proprietary interest at all. [43] It is the considered view of this Court that the Applicant is not precluded during the arbitration proceedings of raising all these issues and having the easement registered nullified. [44] Be that as it may, as this Court has already come to a finding that no court order or undertaking exists to maintain the status quo, the contempt application stands dismissed. [45] Each party to bear their own costs. Signed, dated and delivered at lie du Port on 23 October 2025 ~3-\O-Z02<;"- M Burhan J 12