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Case details

Sancus Financial Holdings Ltd and others (Appellants) v Holm and another (Respondents) (British Virgin Islands)

Case ID: JCPC 2020/0085

Jurisdiction: Court of Appeal of the Eastern Caribbean Supreme Court (British Virgin Islands)

Case summary

Issue

Did the courts below wrongly decide that the appellants and respondents had entered into a contract, and that the appellants had acted in breach of it?

Facts

The first appellant (“Sancus Financial”) is a BVI company and a shareholder of Bank of Asia (BVI) Ltd (“Bank of Asia”). Sancus Financial was previously owned by the third appellant (“Ms Fung”). The second appellant (“Mr Wen”) is Ms Fung’s wife. Ms Fung and Mr Wen are Hong Kong nationals.

The first respondent (“Mr Holm”) is an American national who wholly owns the second respondent (“FHI”), which is a BVI company. FHI was previously indirectly owned by Sancus Financial and Ms Fung.

In 2017, the respondents issued proceedings against the appellants in the BVI, alleging that the appellants entered into an agreement in 2015 to transfer 22% of the founding shares of the Bank of Asia to Mr Holm and that, in breach of the agreement, the appellants failed to transfer the shares. The value of the shares was said to be US$13 million in 2015 and US$18 million in 2017.

The Commercial Court found in the respondents’ favour. The Court of Appeal then dismissed the appellants’ appeal. The appellants now appeal to the Judicial Committee of the Privy Council.

Parties

Appellant(s)

Sancus Financial Holdings Ltd and others

Respondent(s)

Chad Holm and another

Appeal

Justices

Lord Briggs, Lord Kitchin, Lord Burrows, Lady Rose, Lord Lloyd–Jones

Hearing start date

29 June 2022

Hearing finish date

30 June 2022