PIC Insurance Company Ltd (Appellant) v Zona Barthley and another (Personal Representatives of the Estate of Dr Rolston Barthley, Deceased) (Respondents) (Antigua and Barbuda)
Case ID: JCPC 2021/0068
Jurisdiction: Court of Appeal of the Eastern Caribbean Supreme Court (Antigua and Barbuda)
(1) – (2) Was the Court of Appeal correct to accept as proper the findings of fact made by the judge? Can the concurrent findings be reversed?
(3) – (5) Was the Court of Appeal correct in its findings under the Companies Act 1995?
PIC Insurance Company Ltd ("PIC") is a general insurance company, created by Dr Rolston Barthley and incorporated on 28 March 2001. PIC was principally run by Dr Barthley until his death on 25 September 2005. After Dr Barthley's death, the issue of share allocation in PIC became an issue among certain PIC shareholders and directors.
In January 2015, PIC's Board resolved that the matter of the share dispute be referred to arbitration, and decided to engage legal representation with the fees to be paid by PIC. The Board refused the Respondents' request that PIC also pay the legal fees for their representation. The Respondents then withdrew their support for the arbitration.
The Board then appointed an assessor, to assess the shareholdings of each purported shareholder, again refusing the payment of the Respondents' legal fees.
On 24 March 2016 the Respondents filed an oppression claim against PIC. The High Court ruled in favour of the Respondents, holding that the Respondents were the majority shareholders in PIC. The Court of Appeal affirmed the High Court ruling. PIC now appeals to the JCPC.
PIC Insurance Company Ltd
(1) Zona Barthley, (2) Zorol Barthley (Personal Representatives of the Estate of Dr Rolston Barthley, Deceased)
Lord Briggs, Lord Burrows, Lord Stephens