Ciban Management Corporation (Appellant) v Citco (BVI) Ltd and another (Respondents) (British Virgin Islands)

Case summary

Case ID

JCPC/2019/0093

Jurisdiction

British Virgin Islands

Parties

Appellant(s)

Ciban Management Corporation

Respondent(s)

Citco (BVI) Ltd Tortola Corporation Company Ltd

Issue

Whether Citco BVI and TCCL breached any duties owed to Ciban in issuing a power of attorney for the sale of property.

Facts

Ciban is the survivor company of a merger between Ciban and Spectacular Holdings Inc ("Spectacular"). Citco BVI was Ciban’s registered agent and TCCL was Ciban’s sole director. Alberto Byington was Spectacular’s ultimate beneficial owner who had been assisted in the formation of the company by Henrique de Moura Costa. Mr Costa remained involved in Spectacular and would take instructions from Mr Byington. Mr Byington’s financial situation deteriorated and he ended up owing Mr Costa salary arrears and payments on a loan. Mr Costa, without telling Mr Byington, sent Citco BVI a power of attorney for the sale of Spectacular’s property. TCCL passed a director’s resolution issuing the power, the power of attorney was used and the property sold.Six years later, Spectacular brought proceedings against Citco BVI for breach of its duty of reasonable skill and care and against TCCL for breaches of its duty of care and its statutory duties. Citco BVI and TCCL denied these allegations, claiming that their relationship with Mr Byington was governed by an implied contract to act on his instructions and that Mr Costa had ostensible agency authority of Mr Byington to give instructions.At first instance, Bannister J dismissed Spectacular’s claims on the basis they were unsustainable. Spectacular (now Ciban) unsuccessfully appealed to the Court of Appeal. Ciban now appeals to the JCPC.

Date of issue

6 September 2019

Judgment details

Judgment date

30 July 2020

Neutral citation

[2020] UKSC 21

Judgment links

Appeal

Justices

Lord Hodge

Lady Black

Lady Arden

Lord Leggatt

Lord Burrows

Hearing dates

Full hearing

Start date

10 June 2020

End date

11 June 2020

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