IN THE HIGH COURT OF FIJI
AT LAUTOKA
CIVIL JURISDICTION

HBC 276 of 2023

BETWEEN:

SEMESA PIO BOLOBOLO of Vitogo Village, Lautoka, Chairman of Fiji Pine 	Trust.
APPLICANT

A N D:

FIJI PINE TRUST a statutory entity established by the Fiji Government under the Fiji Pine Decree 1990 and governed by the Fiji Pine Trust Rules 2008 whose registered address is located at Drasa, Lautoka.
FIRST RESPONDENT

A N D:

TANIELA NAKIBO of Tau Village, Diver Nadroga, Diver.
SECOND RESPONDENT

A N D:

JOELI WAQA of Lautoka, Senior Manager Operations, Fiji Pine Group of Companies.
THIRD RESPONDENT

A N D:

TIMOCI NABOU of Natabua Housing, Lautoka, Manager Extension Services under Fiji
Pine Trust.
FOURTH RESPONDENT

A N D:

FIJI PINE GROUP OF COMPANIES a duly registered Company having its registered
office at Drasa, Lautoka.
FIFTH (NOMINAL) RESPONDENT

Appearances:	Ms. Baleilevuka U. for the Applicant
Mr. R. Charan on instructions of Haniff Tuitoga for the 1st - 4th Defendants
Mr. V. Sharma for the 5th (Nominal) Defendant

Date of Hearing:   08 April 2024
Date of Ruling:	  19 November 2025

R U L I N G
INTRODUCTION

1.	Mr. Semesa Pio Bolobolo (“Bolobolo”) held the position of Chairman of the Fiji Pine Trust (“FPT”) for some time. On 19 July 2021, he was removed from that position by resolution of a meeting of the Board of Trustees.  By this action, Bolobolo asserts that he remains entitled to the office. He seeks both injunctive and declaratory orders firstly, to affirm the invalidity of the actions which led to his termination and, secondly, to restore him to his former position.

The Legal Framework

2.	The Fiji Pine Act 1990 replaced the earlier Fiji Pine Commission Act 1976. The 1990 Act establishes two corporate entities to administer and oversee pine-related operations. These are the Fiji Pine Limited (“FPL”) and the Fiji Pine Trust (“FPT”).

3.	FPL was established under section 4. It is registered under the Companies Act 2015 and runs as a normal company.  FPT was constituted under section 7 as a body corporate with perpetual succession, vested with the capacity to sue and be sued in its corporate name, to enter into binding contracts, and to acquire, hold, and dispose of real and personal property.

4.	The beneficiaries of the FPT are defined in section 2 as meaning:

"... the Landowners and Extension Forest Owners and the Government as owner of State lands”

5.	Section 10 provides that the first trustees of the FPT were to be appointed by the Minister and shall remain in office until they are removed, substituted or replaced in accordance with the Trust Rules. 

6.	The beneficiaries may elect their own trustees to the FPT board within twelve months of the commencement of the 1990 Act. Thereafter, they are to be removed in accordance with the Trust Rules.

The Trust Rules 

7.	Section 9 provides that the first trustees shall make the Trust Rules with the consent of the Minister. Thereafter, any amendment shall be made in accordance with the Rules.

8.	By a resolution dated 24 September 1998, the Board did pass a set of Trust Rules.  These were formally consented to by the Minister for Primary Industries on 13 May 2008.

9.	Notably, Rule 4 sub-rules (a) to (e) outline the key goals of the FPT. These include supporting the interests and welfare of beneficiaries, holding trust resources on trust for the beneficiaries, and managing these responsibly. Overall, the Trust’s main role is to act in the beneficiaries’ best interests and guide its decisions accordingly

Bolobolo’s Termination 

10.	Bolobolo was appointed Chair of FPT sometime in 2020. On 19 July 2021, he was terminated from his position at an FPT board meeting which was also attended by the Permanent Secretary of Forests 

11.	At the said meeting, Mr. Taniela Nakibo (2nd Respondent) was appointed interim chair and Mr. Taniela Waqa (3rd Respondent) was appointed Board Secretary (“19 July appointments”).

12.	The termination letter dated 19 July 2021 which was signed by Waqa, outlines the following alleged breaches of trust and misuse of position:

(a)	that Bolobolo was also holding the position of CEO. The Fiji Pine Trust Rules 2008 (“Trust Rules”) does not allow a trustee to also hold a senior management of the trust.
	
(b)	that Bolobolo appointed himself to the Board of the Fiji Pine Limited in breach of the Trust Rules.
	
(c)	that Bolobolo appointed himself to the board of other landowner-based institutions.
	
(d)	that Bolobolo abused the Trust’s vehicle for personal use.
	
(e)	that Bolobolo allowed his grandson who was under the influence of alcohol to drive a trust vehicle. Apparently, an accident happened which resulted in the said vehicle being completely written off.
	
(f)	that Bolobolo engaged in nepotism in appointing immediate family members to fill non-existent vacancies and without due process.
	
(g)	that there were also some allegations of breaches of an Agreement with Fiji Pine Limited (“FPL”) which led to FPL terminating the Agreement AND also allegations of lack of transparency and accountability within the Trust.	

Bolobolo Calls Meeting to Reinstate Himself to the Chair 

13.	On 03 August 2021, Bolobolo convened a Board meeting. The following transpired at the said meeting:

(a)	Bolobolo was re-appointed chair of the FPT.
	
(b)	Mr. Viliame Seuseu was appointed board secretary.	

How the Chair of FPT is Appointed & Removed? 

14.	Rule 18 (a)(v) is relevant. Its key provisions are:

(a)	the chairperson is chosen from among the existing trustees
	
(b)	once appointed, the chairperson serves for the remainder of their term as a trustee.
	
(c)	the chairperson can be removed earlier if:

(i)	a resolution is passed by the Board of Trustees.
(ii)	the vote is conducted by secret ballot.
(iii)	at least 50% of all trustees support the resolution.
	
15.	Notably, Rule 18 (a)(v) does not expressly state that a Chairperson ought to be given an opportunity to respond to allegations before removal. There is also no express provision requiring the Board to conduct a hearing before removal. However, the principle in Ridge v Baldwin [1964] AC 40, would require that one must be afforded an opportunity to answer allegations against him before he is terminated with cause. 

November 2021 – Beneficiaries Elect Various Board Reps 

16.	In November 2021, various meetings were held with the beneficiaries of the Nabou Pine Station, the Lololo Pine Station and the Ra Pine Station. These were conducted by the then Minister for Forests.  According to Bolobolo, the following appointments (“November 2021 appointments”) to the FPT board were made at the meetings:

(a)	Mr. Apenisa Kurisaqila to represent the beneficiaries of the Nadi Pine Station.
	
(b)	Mr. Marika Senibulu to represent the beneficiaries of the Nabou Pine Station.
	
(c)	Mr. Bolobolo to represent the beneficiaries of the Lololo Pine Station.
	
(d)	Mr. Mosese Ritova to represent the beneficiaries of the Ra Pine Station.	

17.	Following the above, Bolobolo proceeded to terminate the earlier 19 July appointments. However, he says that the 19-July appointees have continued to act in office and access funds from the FPT Account.

INSTITUTING LEGAL PROCEEDINGS

18.	On 14 December 2023, approximately two years and five months after the November appointments, Messrs Fortis Lawyers & Consultants filed the present Originating Summons on behalf of Bolobolo.

19.	The Originating Summons is filed pursuant to sections 24 and 44 (1) of the 2013 Constitution and also under Order 28 Rule 5 (3) and Rule 9 of the High Court Rules 1988 and also the Judges Rules. It seeks the following relief:

(i)	a declaration that Mr. Bolobolo’s appointment on 03 August 2021 be declared valid and legal and that he be reinstated as Chairman for Fiji Pine Trust until the determination of this matter.
	
(ii)	an Order that the appointment made on 19 July 2021 be declared null and void.
	
(iii)	an Order for the 2nd, 3rd and 4th Respondents be prohibited/prevented/interfering in the roles/functions of Fiji Pine Trust until the final determination of this matter.
	
(iv)	an Order that the 3rd Respondent be removed as Board Secretary for Fiji Pine Trust Board and also that the 2nd Respondent namely TANIELA NAKIBO be removed as interim Chairman of Fiji Pine Trust as both the 2nddd and 3rd Respondent’s appointment is illegal and not within the ambit of the Fiji Pine Trust Rules 2008.
	
(v)	an Order for the 1st, 2nd, 3rd and 4th Respondents/and or his servants and/or agents or any other persons be prohibited from withdrawing and or signing of cheques from the Fiji Pine Trust Account in any of its account in any bank in Fiji until the final determination of this case.
	
(vi)	an Order that this Originating Summons to be coverted into a Writ action should there be a need to hear the oral evidence of the parties and/or alternatively this matter be heard by oral evidence or partly oral evidence and partly affidavit evidence if there is or maybe a dispute of fact.
	
(vii)	an Order that the costs for this matter be paid by the Respondents.
	
(viii)	such further or other reliefs as this Court deems just and fit.	

20.	The Originating Summons is supported by an affidavit of Mr. Bolobolo sworn on 30 November 2023. 

Previous Applications 

21.	Notably, Mr. Bolobolo had initiated two previous applications in 2023 seeking the same relief. The first, HBC 181 of 2023, was struck out on 8 November 2023 following repeated non-appearances by both Mr. Bolobolo and his legal representatives at consecutive call-over hearings, despite the issuance of a Notice of Adjourned Hearing. The second application, namely HBC 208 of 2023, was terminated pursuant to a Notice of Discontinuance filed by Mr. Bolobolo’s solicitors in December 2023, which was duly served on Mr. Haniff Tuitoga on 17 January 2024. This matter was, on 27 November 2023, fixed for hearing on 08 April 2024.

Interlocutory Application 

22.	Fortis Lawyers also filed an ex-parte Notice of Motion on 14 December 2023 seeking various relief.  However, I dealt with it inter-partes and dismissed the said Motion on 29 January 2024 because:

(i)	it was seeking final orders and 
(ii)	on account of the fact that the Originating Summons had not been served at the time of the hearing of the Motion.
	
23.	On 06 March 2024, the Vijay Naidu & Associates filed a Notice of Appointment of Solicitors for the fifth nominal defendant (Fiji Pine Group of Companies) and an affidavit of Ratu Rakuita Vakalalabure sworn on 27 February 2024. 

24.	Importantly, Vakalalabure deposes at paragraph 2 of his affidavit that the reference to “Fiji Pine Group of Companies” is erroneous because under the Fiji Pine Act 1990, the incorporated entity is “Fiji Pine Limited”. 

PRELIMINARY POINTS & MAIN ISSUE  

25.	While Haniff Tuitoga has not filed any Affidavit for and on behalf of the second, third and fourth respondents, they have filed substantive submissions raising the following preliminary points.

(i)	the Originating Summons is filed pursuant to sections 24 and 44(1) of the Constitution, the Judges Rules, Order 28 Rules 5 (3) and 9 of the High Court Rules 1988.
	
(ii)	section 24 of the Constitution deals with the right to privacy.
	
(iii)	section 44 (1) deals with the Rights of Children to be registered at or soon after birth.
	
(iv)	the Judges Rules are a set of guidelines about police questioning and the acceptability of the resulting statements and confessions as evidence in Court.	

26.	The main issue is whether Bolobolo’s termination as chair on 19 July 2021 was unlawful and not in accordance with the Trust Rules.

DISCUSSION 

27.	Rule 5 (2)(a) of the Trust Rules provides that a Trustee shall hold office for a term of three years and shall be eligible for reappointment but shall not hold office for more than two consecutive terms – although he may be reappointed three years after the end of the last term. 

28.	Rule 5 (4) (a) to (h) set out the grounds on which a trustee may be terminated. Section 5 (4)(h) provides that the term of a trustee shall terminate [on his or her acceptance of an election or appointment as trustee in a forest-based trust or as a director in the “company” or in a forest-based company.

29.	The termination letter identifies two grounds for termination. 

30.	The first pertains to a conflict of interest arising from Mr. Bolobolo’s concurrent appointment as Chair of FPT, Chief Executive Officer of FPT, and as a member of the Board of FPL and also his landowner institution.  The second concerns allegations of misconduct, including impropriety and abuse. 

31.	If Bolobolo was removed solely because of the conflict of interest issue, then it would appear that the decision was based on concerns about maintaining good governance. This would have nothing to do with any alleged personal misconduct.

32.	However, if he was removed on account of the alleged misconduct stated above, then it was unfair because he was not given an opportunity to answer the allegations.

33.	Bolobolo’s case is structured as follows:

(a)	the meeting of 19 July 2021 which resulted in his termination was not lawfully convened because it was not called by him as Chair.
	
(b)	the termination letter was signed by Waqa, the “self-proclaimed” FPT Secretary. 
	
(c)	Waqa’s appointment to the post of Secretary did not follow due process. Therefore, he did not possess authority to sign the letter of termination. 
	
(d)	the 19 July FPT Board Meeting wherein the decision was made to terminate Bolobolo and effect the 19 July appointments was wrongly convened contrary to section 18 (a)(i) of the Trust Rules.
	
(e)	no investigation or FPT Board inquiry was ever carried out with regard to the allegations against Bolobolo – let alone – was Bolobolo given an opportunity to refute the allegations.	

34.	Messrs Fortis Lawyers cite Turaga v ATS (Fiji) Ltd [2011] FJET and Dutt v ATS (Fiji) Ltd [2017] FJET 20 to support the argument that an employment dismissal or termination would be unfair or unjustified if carried out without proper investigation.

35.	At this juncture, I note that on 29 January 2024, Ms. Baleilevuka told the Court that Bolobolo has taken more than two years to file these proceedings because he had received legal advice from Mr. Naivalu to withhold the application because of the previous Government.

36.	If I were to accept that submission, I would have to tacitly endorse the claim that any attempt to seek justice at the time would have been futile due to presumed political interference in the judiciary. 

37.	I also reject Haniff Tuitoga’s submission that this is an employment case which ought to have been filed before the Employment Division of the High Court.  In my view, a trustee is an office-holder and is not an “employee”. He is nominated to the position by the beneficiaries which he represents and is not engaged by an employer. His rights and duties emanate from the Fiji Pine Act and the Trust Rules rather than from an employment contract.

38.	I do note however Haniff Tuitoga’s submission that while Bolobolo was removed as Chair, he continues to serve as FPT Board member.  This is not refuted by Bolobolo. Having noted that, I am of the view that Bolobolo’s application is a little misguided and cannot be sustained for the following reasons:

(i)	the position of chair is elected by the fellow trustees under the Fiji Pine Act and the Trust Rules.
 	
(ii)	Bolobolo’s removal from chairmanship in the circumstances of this case was a matter of internal governance.
	
(iii)	his removal did not terminate his role as trustee. Rather, it only changed the leadership position.
	
(iv)	in the circumstances of this case, the delay of two years and five months to file these proceedings is unreasonable.
	
(v)	his removal was a significant governance event. Accordingly, to disturb it now and order reinstatement after two –years and five months - will only be disruptive in terms of the smooth running of the Fiji Pine Trust.
	
(vi)	the balancing act which I apply in the circumstances of this case is between the following competing considerations. 
	
	(a)	on the one hand, is Mr. Bolobolo’s right to challenge his removal. While I do not deny his right as such, it is a right which he had slept on and has delayed far too long in asserting.
 
(b)	on the other hand, is the corporate interests of the Fiji Pine Trust, which require stability, certainty, and the orderly conduct of its governance. 
	
(vii)	in weighing these factors, I am of the view that Mr. Bolobolo’s delay must yield to the Trust’s need for stability and finality	

CONCLUSION

39.	In the final, I dismiss the Originating Summons. Parties are to bear their own costs. 

………………………………
Anare Tuilevuka
JUDGE

19 November 2025