Case details

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

Case summary

Issue(s)

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.

Parties

Appellant(s)

Ciban Management Corporation

Respondent(s)
  1. Citco (BVI) Ltd
  2. Tortola Corporation Company Ltd

Appeal

Justices

Lord Hodge, Lady Black, Lady Arden, Lord Leggatt, Lord Burrows

Hearing start date

10 Jun 2020

Hearing finish date

11 Jun 2020

 
Watch hearing
10 Jun 2020 Morning session Afternoon session
11 Jun 2020 Morning session

Judgment details

Judgment date

30 Jul 2020

Neutral citation

[2020] UKSC 21