Case details

Emerald Bay Worldwide Limited (Appellant) v Barclays Wealth Directors (Guernsey) Ltd and another (Respondents) (Guernsey)

Case ID: JCPC 2014/0029

Jurisdiction: The Court of Appeal of Guernsey

Case summary

  1. Whether s.132(1) of the BVI Business Companies Act 2004 permits a company's constitution to grant its directors complete indemnification for their liability to the company itself for breach of their duty of care and skill;
  2. Whether the indemnity provided in the company's constitution purports to provide an indemnity in respect of claims by the company itself against directors for loss caused by breach of their duty of care and skill;
  3. Whether the Court of Appeal was correct to overturn the trial judge's finding that the defendants' breaches of duty had caused the loss suffered by the appellant; and
  4. Whether the Court of Appeal wrongly refused permission to appeal as of right.

Emerald Bay Worldwide Limited ("Emerald") was incorporated in the British Virgin Islands. By a resolution of its directors, Emerald entered into a purchase agreement to acquire a new aircraft. It paid out some US$ 7.1 million. The agreement was terminated on grounds of late delivery. Emerald recovered US$ 1 million of the purchase price and claimed the remaining US$ 6.1 million against the directors on the basis that they had breached their duties of care and skill in committing Emerald to the purchase agreement. The Deputy Bailiff found the directors in breach of their duties of care and skill which had caused loss to Emerald of US$ 6.1 million. However, the directors were entitled to be indemnified by Emerald against their own liability to it due to an indemnity clause in the Articles of Association. The claim was therefore dismissed. The Court of Appeal agreed that the directors were entitled to complete indemnification. Emerald now appeals to the Privy Council.



Emerald Bay Worldwide Limited

  1. Barclays Wealth Directors (Guernsey) Ltd
  2. Barclays Wealth Corporate Officers (Guernsey) Limited



Lord Mance, Lord Clarke, Lord Wilson, Lord Sumption, Lord Carnwath

Hearing start date

29 Oct 2015

Hearing finish date

29 Oct 2015