By NEIL HARTNELL

Tribune Business Editor

nhartnell@tribunemedia.net

A partnership to renovate and re-open Adelaide's renowned Avery's Restaurant & Bar has been dissolved by the Supreme Court after it descended into an acrimonious $635,000 legal battle.

Acting justice Cheryl Bazard KC ordered that the business relationship which Tracy Ferguson, the University of The Bahamas (UoB) in-house general counsel, and her husband Joseph Paul Johnson, now said to be seeking the PLP nomination for the upcoming Golden Isles by-election, formed with Lenovo Construction Company's principals cease with effect from her August 27, 2025, ruling.

Finding that Rondon Williams, Lenovo's chief, was "entitled to an equal [50 percent] share in the partnership known as Avery's", the judge ordered that an accounting take place - and an "expert" valuation be performed - to determine the worth of construction improvements to the restaurant property.

From there, each side's contribution to the partnership, and whatever sums they are owed, can be calculated for the six-year period from July 2019 to August 27, 2025. All sums found due and owing to Mr Williams must be paid by December 31, 2025.

Mr Williams, fellow Lenovo shareholder, Ria Smith, and the construction company itself launched legal action against Mr Johnson, the "purported owner" of Avery's, and his wife on August 10, 2021, seeking damages for alleged "breach of contract, loss of income, loss of profit" plus interest and other costs.

But acting justice Bazard said the invoices, billings and other documents provided by Mr Williams to support his claim were little more than a jumbled mess featuring "duplications, quotes" and items not related to work performed on Avery's - including one receipt showing products bought for Baha Mar. This made it impossible to substantiate his demand for $635,000.

However, she also criticised Mrs Ferguson for drafting a partnership agreement that was "woefully inadequate" because it failed to include basic details such as the two sides' roles and duties, including the time, labour and financial contributions each party would make, and how disputes and "conflicts" between them would be resolved.

And acting justice Bazard also slammed "blatant non-compliance" by Mrs Ferguson and Mr Johnson with two case management Orders issued by other judges. She said they failed to file witness statements despite being ordered to do so on March 2, 2023, and November 22, 2024, by Justice Neil Brathwaite and Justice Carla Card-Stubbs, respectively. As a result, the couple gave no evidence before the trial.

The judge, noting that the respective partners "built a friendship and later a business relationship" after they met when working at Baha Mar, where Mrs Ferguson was the mega resort's former in-house general counsel, also identified several seeming inconsistencies and discrepancies with the couple's defence.

Mrs Ferguson and Mr Johnson argued that there had been talks in July 2019 with the Lenovo principals over the couple's plans to re-open Avery's. The restaurant and bar, popular with Bahamians, expatriates and visitors alike, was founded by Mrs Ferguson's father, police commissioner Avery Ferguson, and the couple asserted they had already begun renovation work.

They added that negotiations took place with Mr Williams and Ms Smith about establishing an operational partnership, but the draft partnership agreement was never signed by the Lenovo principals so no binding agreement or contract ever existed. However, the construction firm nevertheless "moved in" and began renovations at Avery's without producing a scope of works or agreed budget.

Mr Johnson and his wife said the cost of works was never discussed between the two sides "until a demand letter" was presented two years later. They also denied claims by Mr Williams and Ms Smith that the latter duo were "to be added to Avery's bank account" and accused them of making "false, malicious" accusations designed to injure them.

Avery's social media and Internet advertising asserts that it re-opened in 2019 as a four-star restaurant offering Bahamian dishes, along with an upstairs sports bar, private room and deck. A patio for live entertainment and music surrounds the ground floor, and its advertising says the relaunch was designed to accommodate tourist activities such as cycling and kayaking.

"What is inherently conflicting in the allegation of discussions only being had in July 2019 is that the draft partnership agreement is dated August 2018," acting justice Bazard noted. "Further, as per paragraph 16 of the defence, 'Avery's re-opened in or during September 2019 to the general public'.

"If that is to be believed, then the time between the discussions and completion of the renovation work was a mere two months at best." The unsigned partnership agreement set out three options for how the relationship would be structured, with all three giving the parties a 50 percent share of Avery's profits or losses.

The first involved Mr Williams paying a "buy-in fee" of $155,000, close to 50 percent of Avery's then-$303,000 value, with all renovation and opening costs to be split 50/50 between himself and Mr Johnson. The second involved Mr Williams paying all renovation costs with no "buy-in" fee, while the latter involved a $75,000 "buy-in", the Lenovo chief paying for all renovations, and opening costs split 50/50.

At trial, Mr Williams asserted that he did not sign the draft partnership agreement because he "disagreed with the clauses regarding the ownership percentage and succession" with the "no buy-in fee" option failing to give him a 50 percent interest in the business.

"The claimant testified that he did not walk away from the partnership but returned the keys and communicated with the defendants before filing the writ," acting justice Bazard wrote. "He said he handled the construction but business issues were challenging, leading him to believe that leaving was in his best interest.

"The claimant testified that before construction commenced it was agreed that he would gut the building, replace all windows and doors and that the old plumbing lines would be replaced." The judge said that while Mr Williams was "a credible witness" his testimony about his and Lenovo's contribution "was largely unsupported by evidence".

Acting justice Bazard, though, accepted that he had held discussions with Mr Johnson and Mrs Ferguson, and found his role would be focused on providing construction services for Avery's redevelopment and operation based on the draft partnership agreement's wording.

The judge, analysing the evidence, found that Mr Williams' exclusion from Avery's bank account at CIBC, "although inconsistent with the intended joint control, does not negate the existence of the partnership". He argued that Mr Johnson and Mrs Ferguson benefited from his and Lenovo's work and, as a result, claimed it was mutually agreed he would have 50 percent ownership of Avery's in return.

The couple, though, accepted that there was "an oral partnership agreement" and accused Mr Williams - Ria Smith and Lenovo having been dropped as claimants - of "abandoning the partnership without notice, failing to meet his obligation to contribute to business expenses, and is therefore not entitled to further profits.".

Acting justice Bazard, accepting that there was an oral partnership agreement, determined that the two parties planned to share the profits while Mr Williams had "provided capital" and his construction skills. She found that the partnership had not been dissolved in accordance with Bahamian law and the Supreme Court would have to set a date for this.

"The draft partnership agreement was also woefully inadequate in its drafting by the first defendant who is a counsel and attorney-at-law in the Commonwealth of The Bahamas," the judge said of Mrs Ferguson. The document failed to determine how profits and losses were to be allocated between the two parties, plus their respective management and decision-making duties.

But acting justice Bazard added that, based on the lack of reliable invoices and documents provided by Mr Williams, it was "difficult, nay impossible" to determine the value of his contributions. Mr Johnson and Mrs Ferguson argued that, as "the principal drivers of the operation of the business as well as its development" they were best-placed to ensure it continues and preserve value.

They asserted that it would be more appropriate for them to purchase Mr Williams' 50 percent interest at "fair market value".