SR Projects Ltd (Appellant) v Rampersad, the Liquidator of the Hindu Credit Union Co-Operative Society on behalf of the Hindu Credit Union Co-Operative Society Ltd (Respondents) (Trinidad & Tobago)
Case ID: JCPC 2020/0036
Jurisdiction: Court of Appeal of the Republic of Trinidad and Tobago
This appeal centres on whether a co-operative society had the capacity and authority to enter into a loan transaction and to grant certain security to a lender in respect of its indebtedness.
The Board is asked to consider:
- the interpretation of the term "maximum liability" for the purposes of the Co-Operative Societies Regulations (the "Regulations");
- whether the capacity of the Society was fettered;
- certain procedural issues in the courts below, namely whether SR Projects pleaded that there was more than one maximum liability and, if not, whether it should be permitted to advance that assertion;
- whether the Society had exceeded its maximum liability at the time it entered into the loan and provided security; and
- as a result whether the loan and security were ultra vires, void and unenforceable.
The Society was a co-operative society registered under the Trinidad and Tobago Co-Operative Societies Act (the "Act") and governed by the terms of the Act and the Regulations. Regulation 14 establishes the procedure by which a co-operative society shall set the maximum liability that it may incur to its members (as well as non-members) in respect of deposits received and/or its indebtedness.
The Society raised its maximum liability in December 2002 and December 2003. It also purported to do so in April – June 2004 prior to its entry into a loan, as borrower, with SR Projects. SR Projects agreed to lend USD 1.5 million which was secured by way of a legal mortgage and its issuance of a promissory note. The Society drew on the loan facility in full and, between October 2004 and October 2006, made monthly interest payments and one capital repayment.
From January 2007, it was agreed that the Society’s monthly interest would be capitalised. The Society also provided an additional promissory note and refinanced the facility. No additional security was taken. In October 2008, the Society entered into insolvency and the Liquidator was appointed as an officeholder. The Liquidator issued proceedings seeking declarations as to the meaning of the term "maximum liability" and, further, that (a) the Society had exceeded its maximum liability, (b) its mortgage and promissory notes were voidable and unenforceable and (c) all liabilities of the Society to SR Projects were voidable and unenforceable. The Liquidator sought an order voiding the mortgage and promissory notes. SR Projects issued a counterclaim for payment of outstanding principal and contractual interest (as a well as statutory interest) and a declaration that its security was valid and binding.
SR Projects Ltd
Ramdath Dave Rampersad
Lord Lloyd-Jones, Lady Arden, Lord Kitchin, Lord Leggatt, Lord Stephens
Hearing start date
25 October 2021
Hearing finish date
25 October 2021