A founder of Bermuda-based finite risk re/insurer Imagine is taking former colleagues and financial backers to court for what he claims was ?wrongful termination? of his employment last year.

Thomas Gleeson ? who retains a five percent stake in Imagine, and was an Imagine director and co-CEO of the company before his shock firing ? is seeking a total of $45 million for ?flagrant breaches? of the terms and conditions of his employment.

He has brought his case against Canadian financial corporations Brascan Corporation and Trilon International Corporation (Brascan owns Trilon which provided initial funding for Imagine, and holds a 90 percent stake in Imagine), as well as Imagine Reinsurance Holding Limited, Imagine Insurance Company Limited, Brascan principals George Myhal and Bruce Robertson and Imagine?s CEO Brad Huntington and CFO Michael Daly.

But it is a case where the jury is far from decided on the matter. At this point it is not even clear where the case will be heard ? Canada or Bermuda ? with Mr. Gleeson arguing for the former since he claims the Canada-based financial backers drove the company?s operations and ultimately were behind his ouster. The defendants argue however that the case should be heard on the Island, where the company is headquartered.

One thing is clear: the man that the dispute centres around ? Mr. Gleeson ? is not backing down without a fight.

The story goes back to 2000 when Bermudians Mr. Gleeson and Mr. Huntington ? having worked together at Centre Re ? went out on their own to set up the finite risk re/insurer with the promising name of Imagine.

Imagine was initially capitalised at $200 million with backing from the Canadian Trilon.

But fast forward four years and you find Thomas Gleeson is out in the cold and pitted against Mr. Huntington ? now Imagine?s CEO and president ? and the Canadian backers.

Details of the dispute ? with the first writ being taken out by Mr. Gleeson in in Bermuda Supreme Court last year ? broke on Wednesday in Canada paper the National Post, in the popular column ?Off The Record? from longtime columnist Barry Critchley.

Yesterday Mr. Gleeson said he was seeking to have the matter ?seen out in Canada? as that is where defendant Brascan Financial Corporation operates from. In his 22-page statement of claim, which was filed in the Ontario Superior Court of Justice earlier this year, Mr. Gleeson argues further that the case should be decided in a Canadian court because ?defendant Brascan Financial Corporation was and is the directing mind and management of the Imagine Group of Companies and is therefore liable for the wrongful termination of Thomas Gleeson?s employment?.

The terse stand-off now in the hands of the court follows Mr. Gleeson being told in an e-mail in the evening hours of March 26, 2003, ahead of a March 27 board meeting, that he was on his way out, according to the statement of claim.

The e-mail sent to Mr. Gleeson reportedly had attached two draft letters addressed March 27 ? one to himself and one to Golden I Holdings, the company that holds the ten percent stake in Imagine that is split 50-50 between Mr. Gleeson and Mr. Huntington.

The letters said that the board intended to ?terminate Gleeson?s employment effective immediately for cause? with the alleged cause being expressed as ?failure to meet Imagine?s business plan objectives?.

The letter to Golden I said that Trilon intended to exercise an option it held under a shareholders agreement because Imagine had failed to ?issue the number of preferred shares that would result in $240 million increase in capitalisation? by its 18-month anniversary. In so doing, Trilon was attempting to pave the way for it to force Mr. Gleeson to sell his beneficial interest in Imagine at book value rather than fair market value.

Meanwhile, in his statement to the court, Mr. Gleeson contends that he never was notified of his termination by the board and only every received the draft letters, which were ?at the initiative and direction of Mr. Myhal, Mr. Robertson and Brascan?.

On March 27, Imagine made Mr. Gleeson?s termination ? including his being stripped of his directorship ? public in a Press release. A widely-dispersed e-mail was also reportedly sent out by Mr. Huntington saying that Mr. Gleeson as a co-founder of the company had ?played an important role in the execution of the early business model as respects the asset side of the balance sheet?.

The development cut Mr. Gleeson off despite a ?term? clause in his employment agreement that his initial term with Imagine was for three years and thereafter was to be rolled forward for additional terms of two years, but subject to 12 months written notice from either party.

As a senior executive with the company, Mr. Gleeson was on a salary of more than $300,000, was due a bonus of up to 50 percent of that, as well as additional benefits including reimbursement of start-up costs and Bermuda employment taxes.

Broken down, Mr. Gleeson is seeking $10 million through the courts for ?wrongful termination?, $20 million for the ?wrongful conversion? of the common shares that make up his five percent stake in the company, another $10 million for ?damages against the individual defendants for conspiracy and intentional interference? and a final $5 million for ?aggravated, exemplary and punitive damages?.

On the question of where the case should be heard, Mr. Critchley said in his Post column that defendant Brascan, who has reportedly not yet filed a defence, feel the case should be heard in Bermuda where Imagine was set up. It denies Mr. Gleeson?s claim that Brascan was directing operations from Canada, saying that neither Mr. Myhal nor Mr. Robertson ?played any part in the day-to-day operations? of Imagine.

Although Mr. Gleeson took his initial legal action in Bermuda, he said yesterday those proceedings have been ?stayed? pending the outcome of his request to have the matter heard in an Ontario court.

But don?t expect any decision on that soon, with the jurisdictional question not even being heard by the court until January.

Mr. Critchley wrote: ?Of course, appeals are likely from that decision. As a result, the guts of the issue may not get addressed until the middle of next year?.

It is Mr. Critchley?s view however that there could be a lot at stake for Brascan Corp.: ?A Canadian-based company presumably doesn?t want a dismissed employee making all sorts of noises in countries that are tax-advantaged. And Imagine is both complicated and tax advantaged: Gleeson owns his stake in Imagine through Golden I Holdings, a company based in B.V.I.; Imagine Reinsurance is headquartered in Bermuda; Imagine Insurance Corp. is incorporated in Barbados?.

He added that analysts might also be keen to get the ?inside look? at the ?inner workings? of Brascan, that would be the inevitable outcome of a court trial.

Imagine?s Mr. Huntington was not in Bermuda for comment yesterday. A message left at his office was to be passed to him in the UK. Later the company told it had ?no response?.