which owns Bermuda-based Belvedere Insurance and two other operating entities.

Chief Justice Sir James Astwood said that the case brought by Caliban shareholder Ms Vanessa Johnson was an abuse of process.

Ms Johnson was one of seven members of senior management who bought out Belvedere in 1989.

But after 14 years with the firm, she left her positions as vice president and treasurer last November under acrimonious circumstances.

She brought her action after Caliban refused to buy her five percent stake (5,000 shares) in the company, as she believed it was obligated to do.

Ms Johnson also claimed company chairman and CEO Mr. Colin O'Connor had reneged on an agreement to give her a further 1,00 shares, which she also wanted the company to buy.

While agreeing a winding up of the company would lower the value of her shareholding, Ms Johnson asked the court to: Have Mr. O' Connor transfer the 1,000 shares she claimed she was owed; Order Caliban to buy these shares and her other five percent stake; and Have Caliban disclose to her its financial statements as at September 30, 1992.

In his judgement, Sir James said: "With regard to her allegations that O'Connor had reneged on their option agreement, it would appear to me this is a matter which does not concern the company per se.

"It involves an officer of the company in his private dealings with the petitioner and, in my view, the company should not be brought in unnecessarily in a dispute between them.'' Sir James said no written agreement had been produced to support Ms Johnson's assertion that Mr. O'Connor had told her that all her shares would be bought by the company upon her leaving.

Her case appeared to rest with the fact that the company had once bought the shares of another departing employee, Ms Patricia Hawke.

Sir James said the company appeared to be justified in its claim that the true motive behind Ms Johnson's winding up petition was "to exert undue pressure on the company to have Belvedere to settle or compromise the petitioner's claim against Belvedere''.

Sir James added: "She has a problem, no doubt, with O'Connor, but it does not seem to me that the company is conducting its affairs in such a manner oppressive to the petitioner or to any other members of the company.

"She is using the petition to try to compel the company to purchase her shares.

"It is my opinion that she has no enforceable contract with the company whereby the company should be compelled to purchase her shares.'' As for her request to obtain the company's financial statement, Sir James accepted the company's position that it would supply them to Ms Johnson once they are finalised.

He added: "There is no just and equitable ground shown which would justify a winding up of the company.'' Ms Johnson, represented by lawyer Mr. Andrew Martin, said she is taking further legal advice on whether to appeal the decision.

She said that she intends to continue with a separate common law claim against Belvedere for wrongful dismissal.

Caliban Holidngs was represented by Mr. Alan Dunch.