Case details

Staray Capital Limited and another (Appellants) v Cha, Yang (also known as Stanley) (Respondent) (British Virgin Islands)

Case ID: JCPC 2015/0031

Jurisdiction: The Court of Appeal of the Eastern Caribbean Supreme Court (British Virgin Islands)

Case summary

Issues
  1. Whether the Court of Appeal erred in concurring with the judge below that statements made to Mr Chen by Mr Cha did not amount to material representations within the provisions of regulation 3.8(a) of Staray’s Articles of Association?
  2. Whether the Court of Appeal erred in concurring with the judge at first instance as to the costs order made in favour of Mr Cha?
Facts

On 20 March 2010, Mr Chen and Mr Cha met to discuss a project to mine coking coal ("the Project"). On 22nd March 2010, the company "Staray" was incorporated. Mr Chen and Mr Cha were appointed as directors and the shares in Staray were allotted to each of Mr Chen (as to 80%) and Mr Cha (as to 20%). The Project and Staray’s involvement in it progressed through the following months. From around July 2011, the relationship between Mr Cha and Mr Chen broke down. Mr Cha was removed as a director of Staray by a shareholders’ resolution of 8th September 2011. On 26th October 2011, Staray’s Articles of Association were amended by a shareholder resolution, in terms which permitted the compulsory redemption of a shareholder’s share at fair market value for cause, namely (in so far as is relevant): where a shareholder has made a material misrepresentation in the course of acquiring their shares. Having passed the shareholders’ resolution, Staray’s/Mr Chen’s legal advisers sent Mr Cha notice of compulsory redemption by letter dated 26 October 2011. An injunction was granted in favour of Mr Cha by the High Court in November 2011 on the basis of and in support of claims for relief by Mr Cha in these proceedings. At trial, the judge concluded that Staray was not entitled to redeem the shares as Mr Cha had not made any material misrepresentations. However, there was nothing actionable in the amendment made to the Articles of Association and so Mr Cha was not entitled to relief. This was upheld by the Court of Appeal.

Parties

Appellantas/h5>
  1. Staray Capital Limited
  2. Marlon Ray Chen
Respondent

Cha, Yang (also known as Stanley)

Appeal

Justices

Lord Mance, Lord Sumption, Lord Carnwath, Lord Hodge, Lord Briggs

Hearing start date

09 Nov 2017

Hearing finish date

09 Nov 2017

Watch hearing
09 Nov 2017 Morning session Afternoon session