Court dismisses Zebec’s 92 million claim against ODP, but rules against Heyliger

GREAT BAY--Court of First Instance of St. Maarten has dismissed Zebec Development S.A.’s damages claim against Ocean Drive Properties N.V. (ODP) and its principals, while confirming a separate award against co-defendant Theo Heyliger. The case concerns Dutch Village Project at Port St. Maarten. Zebec claimed USD 92 million in damages, alleging that ODP unlawfully prevented the project at the cruise terminal from being awarded to Zebec.

The court held that Zebec did not substantiate that Ocean Drive Properties or its owners, identified as Ramchandani and Mirpuri, performed acts that caused termination of Zebec’s Dutch Village contract at the port. At the same time, the court entered judgment for Zebec against Heyliger for USD 92,100,000, (ninety two million) with statutory interest from October 1, 2021, and costs.

It should be noted that Heyliger did not have legal representation present in the case on Tuesday. It was explained that he had previously dismissed his original attorney and new could not properly to follow-through in time. Heyliger is now considering his next options with his new legal representation, which includes the possibility of appeal.

The ruling follows interlocutory judgments issued on October 23, 2023, and May 27, 2025. In those earlier stages, the court found it provisionally proven that Heyliger induced or incited a port decision-maker and abused his dominant position, which led St. Maarten Quarter Development Company N.V. (SMQDC) to withhold permission for Zebec’s project. Heyliger was invited to rebut that finding. The court later concluded he had not done so. The final judgment adopts those findings, explains that the evidentiary burden was not met by Heyliger, and converts provisional liability into a money judgment that is provisionally enforceable.

As to Ocean Drive Properties and its owners, the court framed the legal test in terms of proof and causation. Benefit from a third party’s breach of contract is not enough on its own to create tort liability, the court said. To succeed, Zebec had to show that Ramchandani and Mirpuri promised bribes to the port insider, and that Ocean Drive Properties actually paid them, at a time when Zebec’s agreement had not yet been dissolved. The chronology was decisive: Zebec dissolved its agreement with SMQDC (St. Maarten Quarter Development Company) on July 28, 2014. Ocean Drive Properties concluded its agreement with SMQDC in August 2015. Even if Ocean Drive Properties later benefited from SMQDC’s breach, Zebec still had to prove concrete acts by Ramchandani, Mirpuri, or Ocean Drive Properties that caused the loss of the Zebec contract before July 2014, and payment or performance tied to that loss.

Zebec pointed to two strands of evidence. First, the Harbour Arcade lease spread, a five thousand dollar monthly difference between a head lease and a sublease in a building owned by a company of Ramchandani and Mirpuri. The court regarded the explanation offered for that spread as implausible and noted evidence that a company connected to the insider benefited from the difference. Second, investigators found a 2016 lease for Bastion Zuid between PF Skyline and a Diamond International subsidiary that included a four hundred eighty thousand dollar key money clause, followed by a 2017 lease between Ocean Drive Properties and the same tenant without that clause. Zebec argued these records showed a bribery pattern and the use of third parties. The court accepted that the documents raised concerns, however it found that the record did not establish who paid key money, when any payment was made, or that Ocean Drive Properties or its owners made or directed a payment at a time that could have caused dissolution of Zebec’s agreement. Suspicion, the court wrote in substance, is not a substitute for proof of an act that caused the termination.

Zebec also urged group liability, arguing that conduct by individuals before Ocean Drive Properties was incorporated should be attributed to the company. The court declined to impose group liability on the facts presented. It underscored that any unlawful act must be grounded in specific conduct by the sued party that infringed Zebec’s protected interest and caused its damage. The court added that Ocean Drive Properties’ knowledge of Zebec’s dispute with SMQDC at the time of the 2015 settlement did not bridge the causation gap, because both events occurred after Zebec had already dissolved its contract.

An expert appointed by the court concluded that retail floor area in the two later Bastions exceeded thresholds referenced in earlier planning discussions for Dutch Village. The court stated that such exceedances may be relevant to the port entities, but they did not establish a wrongful act by Ocean Drive Properties or its owners against Zebec, and therefore did not affect liability in this action. The court also recorded that a deed filed by Zebec on August 19, 2025 went beyond the narrow purpose set by the court, and it declined to treat that filing as a disguised new claim.

The claim against SMQDC had already been dismissed in line with the first interlocutory judgment, which held that a 2015 settlement ended the dispute between Zebec and SMQDC. Costs follow the event. Zebec must pay costs to Ocean Drive Properties and to Ramchandani and Mirpuri jointly, set at Cg 27,000, and to SMQDC, set at Cg 24,000, with specified post-judgment additions and interest if unpaid after November 11, 2025. The award against Heyliger includes costs of Cg 31,740.50. The cost orders identified in the judgment are provisionally enforceable.

In practical terms, Zebec retains a large enforceable award against Theo Heyliger, while its claims against Ocean Drive Properties, Ramchandani, Mirpuri, and SMQDC are dismissed with costs. The court centered its analysis on chronology, burden of proof, and causation, and concluded that Zebec did not tie the alleged payments or inducements to the termination of its contract in mid-2014, whereas the unrefuted interlocutory findings established Heyliger’s liability for inducing the port decision that blocked Zebec’s project.

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