The Court of Appeals on Monday allowed an appeal and set aside the judgment won against Caliban Holdings Ltd. by former employee Vanessa Thomas.

Mrs. Thomas commented yesterday that she was disappointed but that it didn't change her strategy in this matter and there remained avenues open to her.

She said, "Nothing has actually been conclusively decided anyway. All this has done is now said that we have to go to trial. They are pursuing me for the shares. It will be up to them whether they actually take the matter to trial.

That's the only way they are going to get the shares. It is up to them to pursue, not me.'' Mrs. Thomas has also initiated a separate action against Belvedere chairman Colin O'Connor, claiming that he reneged on her option to buy 1,000 additional shares in the company -- an option agreement she tried unsuccessfully to exercise. That matter is scheduled for the Supreme Court in late spring.

Mrs. Thomas is the beneficial owner of 5,000 Class A Caliban shares, which she acquired in a management buy-out when she was employed as vice president and treasurer at Caliban subsidiary, Belvedere Insurance Co. Ltd., now in run-off.

She was a party to a written November 1990 shareholders' agreement which provided for the repurchase by the company of the shares of an employee, if that employee was no longer employed by the firm.

Her employment terminated November 1992 under circumstances which are still the subject of litigation. Nearly two years later in September 1994, Caliban gave her formal notice that they wished to repurchase the shares in accordance with the agreement.

She failed to comply and the company took legal action the following February.

Last November, Ms Thomas, represented by Mark Diel of Smith, Barnard & Diel, won an application to strike out Caliban's claim. And Puisne Judge Justice Meerabux also refused Caliban leave for appeal.

But the company's lawyer, Alan Dunch of Mello, Hollis, Jones & Martin, took the case directly to the Court of Appeals, which led to Monday's ruling in the company's favour.

Mr. Dunch was yesterday off the Island and unavailable for comment. Mr.

O'Connor also could not be reached.

Mr. Dunch had said previously that the company maintained that Mrs. Thomas was no longer a shareholder, once called upon to return the shares. Mrs. Thomas lamented that the company tried to force her to sell the shares for less than $15,000, although she paid $50,000 when she obtained them.

After the Meerabux ruling in November, Ms Thomas sued the company for hundreds of thousands of dollars in dividends she said she didn't receive as a shareholder. But Mr. Dunch argued that she ceased being a shareholder more than two years before.

She asked the court to order that she be paid dividends, amounting to at least $362,400, for her 5,000 shares.

She said she discovered near the end of last year that two dividends, totaling $72.48 per share were paid out for the year.

Justice Meerabux ruled that at the point at which her employment was terminated, she ceased to be a party to the agreement. And hence the allegations set out in the statement of claim did not give rise to a cause of action.

Writing for the three Appeals Court Judges, Justice Cons concluded: "With every respect to the Judge, we find ourselves unable to agree.'' The three Justices, including President Astwood and Justice Kempster, allowed the appeal and set aside the order made by Justice Meerabux.

BUSINESS BUC