The committee managing Rita Humphries-Lewin’s affairs has asked the Supreme Court to undo more than $2 billion worth of transactions involving the retired businesswoman and investment firms Cornerstone and its subsidiary Barita.
Rita’s husband, Karl Lewin, made the disclosure in an affidavit, opposing an application by Cornerstone and two of its senior executives for two transactions in September 2021 to be declared legal.
Lewin, who admits being present for some of the negotiations, argued that his wife, who has reportedly been diagnosed with dementia, was not mentally competent when she sold more than 28.2 million shares in Barita Investments worth over US$15 million (J$2 billion) to acquire 1.4 million shares in Cornerstone in a private offer.
“I deny that my wife was at the material time of sound mind and say that it would have been obvious to him and persons who knew her and had spent time with her that she was not her usual self,” Lewin said in his affidavit, responding to assertions by Paul Simpson, the founder and CEO of Cornerstone.
Lewin said that his wife displayed “signs of forgetfulness, loss of train of thought, and had no interest in topics of conversations, and challenges with and difficulty in recalling verbal content of discussions”.
Lewin’s affidavit was filed on September 1 and is in response to the application by Simpson, Cornerstone United Holdings Jamaica, Cornerstone Financial Holdings Limited and Chief Investment Officer Jason Chambers.
The Cornerstone team has sought the court’s intervention following accusations by Humphries-Lewin’s niece, Deborah Mordecai Edwards, that the transactions involved “some level of deception, coercion and/or fraud and deceit”, that they knew she had dementia, and that her aunt did not get independent legal advice.
Cornerstone, Simpson and Chambers have rejected the allegations and Cornerstone has instead questioned whether a purported request for more than US$20 million by Mordecai Edwards could be viewed as “extortionate”.
They also say they were not unaware of the dementia and saw no signs Humphries-Lewin was unwell during the negotiations between April and September 2021.
Humphries-Lewin founded Barita Investments in 1977 and sold it to Cornerstone in a $3-billion deal in 2018. She maintained a minority stake.
‘BEARING LAVISH GIFTS’
Lewin claimed that after the Barita sale in July 2018, Simpson made frequent visits to their home for the next two years, “bearing lavish gifts, including expensive alcohol and countless orchids”.
That period, he said, coincided with his wife’s dementia diagnosis in the United States in January 2019 on the recommendation of neurosurgeon Dr Carl Bruce, a family friend.
Bruce is one of 12 shareholders of Cornerstone, according to documents filed in court by the Cornerstone officials.
Lewin said the “change in my wife’s mental functions was unmistakable at this time and would have been obvious to persons who interacted with her both on a professional and personal level”.
He said that some time around the end of December 2020 and January 2021, Simpson contacted him and told him that “it was best” that Humphries-Lewin resign from Barita’s board. She did so on January 26, 2021.
He did not state whether he had explicitly disclosed the diagnosis to any of the Cornerstone officials during the negotiations.
And although Lewin said he indicated that he would have a lawyer review some of the documentation, it is not indicated whether that was actually done. But he insisted that his wife did not have any independent legal and financial advice throughout the talks.
He confirmed learning of the proposed transactions from Sonia Owens, who recommended the deals.
Owens said she worked closely with Humphries-Lewin for over 30 years and was one of her investment advisers, a designation Karl strongly denied, saying she merely followed instructions given by Humphries-Lewin.
“She was neither competent [n]or capable of advising my wife on investments,” he asserted, though acknowledging that Owens could call Humphries-Lewin a mentor, given their relationship over the years.
Lewin said Humphries-Lewin handled her own finances and investments and he disputed claims he was one of her advisers.
‘DISTRACTED AND NOT FULLY ENGAGED’
According to court documents, Owens had said she did not know of any dementia diagnosis; a view Karl has sought to contradict in alleging that he had previously informed her of the medical situation.
But, he said, notwithstanding that, “it would have been difficult for Ms Owens, who had known and interacted with my wife for many years, to have failed to observe that my wife was suffering from mental challenges … . In fact, Ms Owens visited my home while my wife was suffering from dementia and would occasionally enquire about my wife’s mental health”.
Owens, Chambers and Simpson have admitted visiting the Lewins on numerous occasions to discuss the deals and get documentation signed.
Lewin disputed assertions that the negotiations were thorough, claiming that during one of the visits by Chambers, the documentation was technical and detailed and Humphries-Lewin was “distracted and not fully engaged”.
He has also raised questions about his wife’s signature on some of the documents, including undated letters of authorisation which were to be used to order the sale of the Barita shares.
CHANGE IN SIGNATURE
He said he witnessed his wife sign the documents as “Rita Humphries”, but subsequently saw copies of the letters with a hyphen and the word “Lewin” added to the signature.
“I have never seen my wife sign any documents ‘Rita Humphries-Lewin’ for the 34 years that I have known her and I have seen her sign hundreds if not thousands of documents during that period,” he said.
In her affidavit supporting the application by her bosses, Owens alleged that Humphries-Lewin’s sale of Barita had caused a “rift” in her family. Lewin denied that claim, arguing that Owens’ comments on that issue were “self-serving” and cannot be refuted because of his wife’s medical condition.
He admitted that he got a brief overview of the proposed Cornerstone shares acquisition from Owens, but denied the discussions Owens said took place with his wife because at the time when she first reached out, Humphries-Lewin was not available to speak.
Owens contended that the allegations against the Cornerstone leaders were “false and unfounded”, but Lewin pushed back, saying that her opinion “may have been influenced by the position which she currently holds at Barita”.
Regarding a visit to their home on April 30, 2021, by Owens and Chambers, Lewin denied Chambers’ assertion that there was a “very interactive session” involving his wife and that they had all gone through the details of the Cornerstone transaction.
“My wife at the time was experiencing the mental challenges of the diagnosed dementia including a reduced attention span,” he said, adding that he was the one who asked questions during the visit.
He further said that he had queried the expected sale price of the Barita shares and the purpose of the transaction, which he said appeared long-term when his wife was in her eighties.
He said he was not the joint owner of the Barita shares that were to be sold and was “unable to prevent” his wife from executing the documents. He said he also asked questions about some of the documentation and retained some for Humphries-Lewin’s attorney to review.
Lewin said he does not recall many of the statements attributed to Humphries-Lewin during the talks, such as an instance when she reportedly said she was happy to participate in the transaction.
He said that on signing the legal documents, his wife “insisted that it was her money to use as she wished and proceeded to sign without clearly understanding what she was signing”.
“I was unable to convince my wife to delay signing the documentation for the Cornerstone transaction until she had obtained legal advice and fully understood their contents,” he said.
‘MY WIFE DID NOT BENEFIT’
Ultimately, Lewin is now arguing that the Cornerstone transaction was not financially beneficial to his wife for various reasons, including his claim that Barita sold more shares than the amount purportedly authorised, resulting in over US$4 million being unaccounted for, and that the Cornerstone shares were sold to his wife at approximately 161 per cent more than their book value, causing his wife to pay US$15 million for shares worth US$9.3 million.
He also said Humphries-Lewin sold shares in Barita, a publicly listed company with a book of business and purchased shares in Cornerstone, “a private unlisted company which had no particular book of business or market for its shares”.
“My wife did not therefore benefit from the Cornerstone transaction,” he said.
In July, the Supreme Court granted an order naming Karl, 86, and two of Humphries-Lewin’s nephews as her legal guardians and members of a committee to manage her affairs. He said the committee opposes Cornerstone’s application and wants the transactions set aside.
It supersedes whatever power of attorney Mordecai Edwards, who is an attorney-at-law, said she obtained in August 2022.
Mordecai Edwards, who is also chairman of BPM Financial Limited, a competitor to Barita, claims that Cornerstone took advantage of the elderly woman because around the same time when it sold the shares to her aunt at US$10.80, it was selling shares also at US$1.40.
But Cornerstone has rejected those claims, arguing that the lower price was made to existing shareholders in a separate and unrelated transaction.
In August, Jamaica’s financial crimes agency, the Financial Investigations Division, said there may be “some merit” to Mordecai Edwards’ claim, but its investigation was “nowhere near the stage of saying that the allegations are valid and whether anyone will be charged criminally”.
The Financial Services Commission, which regulates investment houses such as Barita, said it is aware of Mordecai Edwards’ complaint and that its “internal processes to treat with this matter have been engaged”.
The first hearing of the Cornerstone claim is set for October 2.
EDITOR’S NOTE: Cornerstone, its senior executives Paul Simpson and Jason Chambers, along with Barita, have filed a lawsuit against The Gleaner alleging defamation associated with the coverage of the matters filed in court.