Caldicott Worldwide Limited (Appellant) v Liu Lan Yin (As Representative of the Estate of the Late Siong Beng Seng) and 2 others (Respondents) (Virgin Islands)

Case summary

Case ID

JCPC/2026/0035

Jurisdiction

British Virgin Islands

Parties

Appellant(s)

Caldicott Worldwide Ltd

Respondent(s)

(1) Liu Lan Yin (as representative of the estate of the late Siong Beng Seng), (2) Ching Hui Huat, (3) Springfield Investments & Nominees Pte Ltd

Issue

The Company has an arbitration clause requiring all differences between the Company and its members be referred to arbitration. To what extent does this clause bind shareholder-shareholder unfair prejudice claims under section 184l of the Business Companies Act?

Facts

The appellant, Caldicott Worldwide Ltd (“Caldicott”) is the largest minority shareholder in Hector Finance Group Limited (“the Company”), a company incorporated in the British Virgin Islands. The respondents (“the Shareholder Defendants”) collectively control the Company. Caldicott brought a claim of unfair prejudice against the Company and the Shareholder Defendants under s184l of the BVI Business Companies Act 2004 (“the BCA”). The claim alleged that the Shareholder Defendants had caused the Company to withhold dividends declared in August, October and December 2019 in a manner which was unfairly prejudicial to Caldicott’s interests as a minority shareholder. At Clause 156, the Company’s Articles of Association contain an arbitration clause (“the Arbitration Clause”) which requires all differences between the Company and its members relating to the affairs of the Company to be referred to arbitration. Based on the Arbitration Clause, Caldicott’s proceedings against the Company were stayed in favour of arbitration in April 2020. The proceedings against the Shareholder Defendants were allowed to continue, however, because there was no arbitration agreement between them and Caldicott. The Shareholder Defendants applied to broaden the stay to include the claims against them as well. The trial judge dismissed the application, and the Shareholder Defendants’ appeal was dismissed by the Court of Appeal in the “First Appeal Judgment”, dated 1 June 2021. This judgment did not address the scope of the arbitration clause. No appeal was brought against this decision. A second appeal was brought by the Shareholder Defendants, following the trial judge’s decision to allow the claim to proceed against them. A second appeal was again brought by the Shareholder Defendants, leading to the “Second Appeal Judgment”, dated 22nd March 2023. Several grounds of appeal were raised as to the proper scope of the arbitration agreement. The Court of Appeal held that the dividend issue related to the Company’s financial governance, and therefore the dispute constituted a “difference” under the arbitration clause, even if framed as shareholder unfair prejudice. No appeal was brought against this decision. Following the Second Appeal Judgment, the judge vacated the preliminary issue trial that had been scheduled between Caldicott and the Shareholder Defendants and stayed this until further order. Caldicott appealed this decision, leading to the “Third Appeal Judgment”. The Court of Appeal dismissed Caldicott’s appeal, holding that the Second Appeal Judgment had stayed all claims relating to the dividend issue. Caldicott applied for special leave to appeal the Third Appeal Judgment to His Majesty in Council. Final leave was granted by the Eastern Caribbean Supreme Court, Court of Appeal on 6th March 2026. Caldicott now appeals to His Majesty in Council.

Date of issue

7 May 2026

Case origin

Appeal As of Right

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