Ciban Management Corporation (Appellant) v Citco (BVI) Ltd and another (Respondents) (British Virgin Islands)
Case ID: JCPC 2019/0093
Jurisdiction: The Court of Appeal of the British Virgin Islands
Whether Citco BVI and TCCL breached any duties owed to Ciban in issuing a power of attorney for the sale of property.
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.
Ciban Management Corporation
- Citco (BVI) Ltd
- Tortola Corporation Company Ltd
Lord Hodge, Lady Black, Lady Arden, Lord Leggatt, Lord Burrows
Hearing start date
10 Jun 2020
Hearing finish date
11 Jun 2020
|10 Jun 2020||Morning session||Afternoon session|