AIC (Barbados) Limited has secured a significant legal victory over VertiCast Media Group Limited (VMG) in the Supreme Court of Jamaica’s Commercial Division, after being awarded US$2.8 million in damages plus interest for breach of contract arising from the sale of a 90 per cent stake in CVM Television Limited.
In the judgment handed down by Justice Brown Beckford on March 31, 2025, the Court granted summary judgment in favour of AIC on both its claim and the ancillary claim brought against it by VMG—save for one issue relating to the non-disclosure of a defamation lawsuit that will proceed to trial.
At the centre of the dispute was a Share Sale Agreement executed in March 2022, in which AIC agreed to sell 22,937,010 shares (90 per cent of CVM-TV) to VMG for US$18 million. While VMG initially made partial payments totalling US$17.2 million, it failed to meet subsequent financial obligations, including a payment of US$800,000 due on January 31, 2023, and the provision of a Letter of Credit or Bank Guarantee for a final US$2 million payment due by September 30, 2023.
Despite being granted two extensions through supplemental agreements, VMG again defaulted. AIC, having already transferred the shares, filed suit for breach of contract, seeking damages and interest. In its defence, VMG alleged that AIC made fraudulent or negligent misrepresentations and failed to disclose certain obligations, including distribution arrangements with Ready TV and a defamation claim filed by journalist Horace Reid.
VMG further sought to set off its alleged losses against the unpaid amounts, claiming damages of US$340,880, and requested that its obligations be stayed pending resolution of its counterclaim.
Justice Beckford found that VMG had no realistic prospect of successfully defending AIC’s claim. The Judge upheld a “no set-off” clause in the Share Sale Agreement, which prohibited VMG from deducting or counter-claiming against the purchase price under any circumstances. He ruled that this clause was valid and enforceable, aligning with established commercial law principles.
The court ordered that:
AIC is to be paid US$800,000 with interest at the US 3-month Treasury Bill Rate plus 3 per cent per month from February 1, 2023, until full payment is made.
AIC is also to be paid US$2,000,000 with interest calculated from October 1, 2023, at the same commercial rate.
AIC was also awarded costs of the claim and 80 per cent of its costs on the ancillary claim.
The only issue to survive VMG’s counterclaim was the question of whether AIC falsely reported on CVM-TV’s litigation exposure, specifically regarding the defamation case Horace Reid v. John Barnes & CVM-TV. That portion of the dispute will proceed to trial, with a Case Management Conference set for June 2, 2025.
This ruling not only vindicates AIC’s position but reinforces the enforceability of no set-off clauses in commercial agreements. It also affirms that once parties make clear contractual commitments—especially in high-stakes business transactions—attempts to retrospectively renegotiate or challenge terms based on perceived omissions must be backed by strong, specific evidence.
The decision may also carry implications for VMG’s ongoing operations and its acquisition strategy in the Caribbean media space, especially considering the financial liabilities it now faces.
The Court refused VMG’s request for a stay of execution and denied leave to appeal, clearing the path for AIC to enforce the judgment immediately.
Attorneys Carlene Larmond KC and Giselle Campbell represented AIC, while Jacqueline Cummings and Dianca Watson appeared on behalf of VertiCast.