The Privy Council handed down two judgments on 30 September 2025 in commercial cases from the BVI and Cayman Islands.
In Fang Ankong & Anor v Green Elite Ltd [2025] UKPC 47, the Board agreed with the BVI courts below that the Green Elite’s assets had been transferred to the appellants and others in breach of the directors’ fiduciary duties. It also agreed that the Duomatic principle did not apply on the facts found by the trial judge, because there had been no agreement between the shareholders concerning the particular transfers. The Board confirmed that for the principle to apply, the assenting shareholders need not enter into an agreement that is a legal contract, but they must have intended to be bound as if they had passed a formal resolution.
From the Cayman Islands, Maso Capital Investments Ltd & Anor v Trina Solar Ltd [2025] UKPC 48 was a merger appraisal case. The Board disagreed with the Court of Appeal’s work and restored the trial judge’s decision on valuation. It found that the trial judge’s decision to weigh the merger price at 45% was one that he was entitled to arrive at the facts that he found, and that the appellate court had gone too far in substituting its own analysis when reviewing the evaluative assessment below.
Two judgments are due this week. On 6 October, we get Bain & Anor v Rolle, a Bahamas case where the Supreme Court handed down its judgment more than four years after hearing evidence, including cross-examination of three witnesses. The Board is expected to address whether that delay breached the appellants’ rights to a fair trial within a reasonable time or impacted the judge’s ability to deal with the issue.
And on 8 October, we get The Corporation of Hamilton v Attorney General of Bermuda & Anor, considering whether section 1 of the Bermuda Constitution is independently and directly enforceable.
Three appeals are scheduled for oral argument this coming week:
- IGCF SPV 21 Limited v Al Jomaih Power Limited & Anor from the Cayman Islands is up first on 6 October, a case about an anti-suit injunction granted by the Grand Court and upheld by the Court of Appeal.
- There’s more Cayman Islands content the following day, as Hawkins v Abarbanel Limited will raise whether a company that was conducting an unlicensed lending business in the Islands can recover on its loan. Both courts below said that it could. Besides the substantive issue, the Board may also address whether the Court of Appeal was right to refuse leave to appeal to the Privy Council on the basis that the proposed appeal was devoid of merit when the appellant had an appeal as of right.
- On 9 October, the Board will hear Gordon Winter Company Ltd v NH International (Caribbean) Ltd from Trinidad & Tobago, on whether pleading a case solely on the basis of quantum meruit precludes a damages award for breach of contract. Only three justices have been assigned for this panel.