Case details

Julien and others (Appellants) v Evolving Tecknologies Limited and another (Respondents) (Trinidad and Tobago)

Case ID: JCPC 2015/0065

Jurisdiction: The Court of Appeal of Trinidad and Tobago

Case summary

Issue

How do ss.14 (1) and (2) of the Limitation of Certain Actions Act work when a company alleges against all its former directors that they deliberately committed a breach of duty against it, but at the time the breach of duty was nonetheless known to or likely soon to be discovered by the sole shareholder?

Facts

The appellants are former directors of the first respondent company. One of the company’s objects is to explore investment opportunities in the non-energy sector and develop a new knowledge-based economy in Trinidad and Tobago. The sole shareholder is the Minister for Finance functioning as "Corporation Sole". The first respondent filed a claim against the appellants for negligence and/or breach of a duty of care pursuant to s.99 of the Companies Act to ensure that any investment or expenditure was prudent. The appellants applied to strike out the claim on the ground that it was an abuse of process and statute barred, having been brought after the expiry of four years from the date on which the cause of action accrued. The trial judge held that the right of action could arise only when the majority of directors were changed, and until then it was unlikely that the company could have discovered the appellants’ alleged breaches. He dismissed the appellant’s application to strike out the claim. The Court of Appeal upheld the dismissal.

Parties

Appellants
  1. Kenneth Julien
  2. Ulric McNicol
  3. Brian Copeland
  4. Rene Monteil
  5. Eugene Tiah
  6. Sonia Noel
Respondents
  1. Evolving Tecknologies Limited
  2. Enterprise Development Company Limited

Appeal

Justices

Lord Kerr, Lord Reed, Lord Hughes, Lord Lloyd-Jones, Lord Briggs

Hearing start date

17 Jan 2018

Hearing finish date

17 Jan 2018

Watch hearing
17 Jan 2018 Morning session