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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NO: 

PRETZEL LIMITED

Plaintiff,

v. 

PECUNIA BUSINESS DEVELOPMENT LIMITED

Defendant.

 / 

COMPLAINT

Plaintiff, PRETZEL LIMITED (“Pretzel”) hereby sues PECUNIA BUSINESS 

DEVELOPMENT (“Defendant”) and states as follows:

1. Pretzel is a corporation based in the country of Malta with a principal place 

of business in Valletta, Malta.

2. The Defendant is a corporation based in the British Virgin Islands with its 

principal place of business in Tortola, British Virgin Islands. 

3. Non-party James Redding Ramsay (“Ramsay”) is a citizen of Malta.

4. Ramsay is the sole director of the Defendant.

5. Non-party Willingham International Limited (“Wellingham”) is a corporation 

based in the British Virgin Islands with its principal place of business in Tortola, British 

Virgin Islands.

6. Ramsay is the sole director of Wellingham.

7. Non-party Victor Hanna (“Hanna”) is a citizen of the United States. 

8. Non-party Halimeda Holdings, Inc. (“Halimeda”) is a company incorporated 

under the laws of the Commonwealth of the Bahamas. 

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9. At all material times, Hanna was a shareholder of Halimeda.

10. From November 11, 2014, through August 31, 2021, Wellingham was a 

director of Halimeda.

11. At all material times, Halimeda was the sole director of Pretzel.

12. This action involves funds that are being held in the trust account for the 

Palm Beach, Florida-based law firm of Alley, Maass, Rogers & Lyndsay, PA, pursuant to 

an escrow agreement dated November 4, 2021 (“Escrow Agreement”). A copy of the 

Escrow Agreement is attached as Exhibit 1.

13. Subject matter jurisdiction is proper in this Court under 28 U.S.C. § 1332

because it involves claims of citizens of a foreign state, and the amount in controversy 

exceeds $75,000.00.

14. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b)(2) because 

the funds are being held, pursuant to the Escrow Agreement, in the trust account of a law 

firm within the Southern District of Florida, and the Escrow Agreement provides for venue 

in the Southern District of Florida.

15. This is an action involving funds where the matter in controversy exceeds 

$75,000.00.

16. Halimeda entered into an agreement to purchase a luxury motor yacht 

named Element (“Element”). 

17. Halimeda assigned its rights to purchase Element to Pretzel.

18. In or about late 2013 or early 2014, Pretzel purchased the Element.

19. Element sailed under the flag of the Cayman Islands.

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20. On or about April 2, 2014, the Defendant registered a mortgage against 

Element in the Cayman Islands with Pretzel as the mortgagor and Defendant as the 

mortgagee (“Purported Mortgage”).

21. At the time of the Purported Mortgage, Ramsay was the sole director of the 

Defendant.

22. When Element was purchased by Pretzel, Ramsay was the trustee over 

certain assets in which Hanna was a beneficiary. 

23. Ramsay only became trustee over Element in Nov 2014. 

24. At the time of the mortgage, the shares in Halimeda were not held by 

Ramsay, nor was Wellingham the director of Halimeda as the trustee Hanna’s assets,

and as the sole director of the Defendant, Ramsay orchestrated the execution of the 

Purported Mortgage and its registration against Element.

25. Ramsay, the trustee for Hanna and his related entities, did not inform 

Hanna, the beneficiary of the assets that Ramsay was administering and ultimate owner

of the Element, of the Purported Mortgage.

26. As a trustee with fiduciary duties owed to Hanna and his related entities, 

Ramsay should have obtained permission from Hanna to obtain the Purported Mortgage.

27. Hanna did not give Ramsay any authority to register the Purported 

Mortgage against Element.

28. No funds were loaned by the Defendant to Pretzel for the Purported 

Mortgage.

29. There was no reason for Ramsay, the trustee for Hanna and his related 

entities, to register the Purported Mortgage, and Defendant has to date never provided 

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Hanna with information about how proceeds obtained under the Purported Mortgage were 

used.

30. As a trustee with fiduciary duties owed to Hanna and his related entities, 

Ramsay should have disclosed the Purported Mortgage to Hanna.

31. As a trustee with fiduciary duties owed to Hanna and his related entities, 

Ramsay should have provided Hanna with a full accounting and documents related to the 

Purported Mortgage.

32. In 2021, Pretzel listed Element for sale.

33. On or about October 8, 2021, Pretzel’s lawyers discovered the Purported 

Mortgage in conjunction with a sale of Element.

34. Hanna was not aware of the purported mortgage until October of 2021.

35. During Pretzel’s ownership of the Element, all the expenses and costs for 

the vessel were ultimately directed to Hanna.

36. Pretzel requested that the Defendant produce documents regarding the 

purported mortgage, including the original copy of the Purported Mortgage.

37. Pretzel requested that the Defendant produce an accounting of the sums 

allegedly due under the Purported Mortgage.

38. Despite Pretzel’s request, the Defendant refused to provide an accounting 

of the sums allegedly due under the Purported Mortgage.

39. The Defendant also refused to release the mortgage, which was necessary 

for Pretzel to sell the Element.

40. In an effort to effectuate the sale of Element, Pretzel, the Defendant, and 

Alley, Maass, Rogers & Lyndsay, P.A. entered into the Escrow Agreement.

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41. Pursuant to the Escrow Agreement, the Defendant released the charge over 

the Element so that it could be sold.

42. Schedule 1 to the Escrow Agreement states that the Purported Mortgage 

“has been lost and cannot now be found.”

43. Schedule 1 to the Escrow Agreement further states that Pecunia “received 

all monies being secured” by the Purported Mortgage, “which is now discharged.”

44. The net sales proceeds of €2,100,000.00 (currently $2,100,000.00), were 

placed in Alley, Maass, Rogers & Lyndsay, P.A.’s trust account.

45. Alley, Maass, Rogers & Lyndsay, P.A. is to continue to hold the funds 

pending receipt of final judgment that is not subject to appeal, or upon joint written 

instructions from Pretzel and the Defendant as to where the funds should be remitted.

46. On or about June 29, 2022, Pretzel brought an action against the 

Defendant, in the Eastern Caribbean Supreme Court in the High Court of Justice Territory 

of the Virgin Islands, seeking a declaration that the Defendant has no right or interest in 

the sums held pursuant to the Escrow Agreement (“BVI Proceedings”). 

47. In the BVI Proceedings, the Defendant filed a Defense stating the action 

belonged in the Southern District of Florida pursuant to the Escrow Agreement. 

48. On or about November 9, 2022, the BVI Proceedings were closed when 

Pretzel filed a discontinuance.

49. The Escrow Agreement provides that any dispute arising from the Escrow 

Agreement shall be brought in the Southern District of Florida.

50. Pretzel brings this action to determine its rights to the funds held pursuant 

to the Escrow Agreement.

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51. The Defendant claims an interest in the funds in Alley, Maass, Rogers & 

Lyndsay, P.A.’s trust account as a result of the Purported Mortgage.

52. The Defendant and Ramsay, the trustee for Hanna and his related entities,

had no authority to place the Purported Mortgage on the Element.

53. Moreover, the Defendant and Ramsay, the trustee for Hanna and his related 

entities, had no reason in line with the interests of the beneficiary to place the Purported 

Mortgage over Element, and the proceeds of the Purported Mortgage were not disclosed 

to Pretzel or Hanna prior to litigation.

54. Moreover, the Defendant and Ramsay, the trustee for Hanna and his related 

entities, took steps against the interests of the Hanna beneficiary and the whereabouts of 

those sums obtained from those steps are still unknown.

55. Upon information and belief, the Defendant did not provide any funds or 

other compensation to Pretzel in relation to the Purported Mortgage.

56. Upon information and belief, at the time of the sale of Element, Ramsay 

signed a declaration indicating that no funds are owed to Pecunia under the Purported 

Mortgage and the Purported Mortgage was lost.

57. Upon information and belief, the Purported Mortgage is a sham.

58. As a result of the conflicting positions on the Purported Mortgage, there is 

a bona fide, actual, present and practical need for this Court to issue a declaration 

regarding the parties rights to the funds held pursuant to the Escrow Agreement.

59. This action involves a present controversy between the parties over the 

funds in the Escrow Agreement. 

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60. Pretzel has retained the undersigned attorneys and has agreed to pay 

reasonable attorney’s fees and costs in determining its rights under the Escrow 

Agreement.

61. All conditions precedent to maintaining this action have been performed, 

excused, and/or have been waived.

COUNT I – DECLARATORY JUDGMENT

62. Plaintiff realleges the allegations set forth in paragraphs 1 through 61 above 

and incorporates them as if fully stated herein.

63. Pretzel states that the Defendant has no rights over the funds being held 

pursuant to the Escrow Agreement.

64. The Defendant claims an interest in the funds being held pursuant to the 

Escrow Agreement as a result of the Purported Mortgage.

65. There is a bona fide, actual, present practical need for this Court to enter a 

declaration as to the validity of the Purported Mortgage and the parties rights to the funds 

being held pursuant to the Escrow Agreement.

66. Pretzel seeks a declaration of its rights to the funds being held pursuant to 

the Escrow Agreement, and the relief sought is not merely for legal advice.

WHEREFORE, Plaintiff, PRETZEL LIMITED, requests this Court enter declaratory 

relief finding:

1) That PRETZEL LIMITED is not bound by the Purported Mortgage;

2) That PECUNIA BUSINESS DEVELOPMENT has no rights to the funds 

being held pursuant to the Escrow Agreement;

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3) That Alley, Maass, Rogers & Lyndsay, P.A. shall disburse to PRETZEL 

LIMITED all funds being held pursuant to the Escrow Agreement; and

4) That PRETZEL LIMITED is entitled to its attorney’s fees, court costs, and 

other expenses incurred in determining its rights under the Escrow 

Agreement.

Dated November 16, 2022 

 Respectfully submitted,

By:/s/ J. Chris Bristow 

J. Chris Bristow, Esq.

Florida Bar No. 068304

 Gregory W. Coleman

Florida Bar No: 846831

CRITTON, LUTTIER & COLEMAN, LLP

Co-Counsel for Plaintiff, Pretzel Limited

303 Banyan Blvd., Suite 400

West Palm Beach, FL 33401 

Telephone: 561-842-2820

 Facsimile:561-844-6929 

jcbristow@lawclc.com

gcoleman@lawclc.com

smcdonald@lawclc.com

cwoodward@lawclc.com

 

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