FamilyMart China Holding Co Ltd (Respondent) v Ting Chuan (Cayman Islands) Holding Corporation (Appellant) (Cayman Islands)
Case ID: JCPC 2020/0055
Jurisdiction: Court of Appeal of the Cayman Islands
Is any part of a petition to wind up a company on just and equitable grounds susceptible to arbitration?
China CVS (Cayman Islands) Holding Corp (the "Company") is a Cayman Islands company which operates a convenience store business in the People’s Republic of China under the “FamilyMart” brand. Ting Chuan owns 59.65% of the shares in the Company and FMCH owns the remaining 40.35%.
The relationship between Ting Chuan and FMCH is governed by a shareholders agreement. This agreement is governed by the law of the Cayman Islands but contains an agreement that any disputes in connection or arising out of the agreement shall be submitted to arbitration in Beijing.
On 12 October 2018 FMCH presented a petition in the Grand Court of the Cayman Islands to wind up the Company on the just and equitable ground. This was based on alleged misconduct by Ting Chuan in connection with the management of the Company. Ting Chuan applied to strike out or stay the petition on the basis that the underlying disputes between the shareholders should be resolved by arbitration in Beijing.
The Grand Court of the Cayman Islands struck out certain elements of FMCH’s petition and granted a stay of the remainder until the underlying matters had been arbitrated. The Court of Appeal overturned this decision on the basis that no part of the winding up petition was susceptible to arbitration. Ting Chuan now appeals to the Judicial Committee of the Privy Council in respect of the dismissal of its application for a stay of the petition.
Ting Chuan (Cayman Islands) Holding Corporation
FamilyMart China Holding Co Ltd
Lord Reed, Lord Hodge, Lord Lloyd-Jones, Lord Briggs, Lord Kitchin
Hearing start date
15 November 2022
Hearing finish date
16 November 2022
This case was heard at the Cayman Island Halls of Justice, Georgetown, Cayman Islands as part of the Judicial Committee of the Privy Council’s visit to the Cayman Islands in November 2022. The recording from the hearing is available on the Cayman Islands Government YouTube channel (external link).