Joseph Wong Hee and another (Appellants) v The Mauritius Development Investment Trust Company Ltd (Respondent) (Mauritius)

Case summary

Case ID

JCPC/2026/0048

Jurisdiction

Mauritius

Parties

Appellant(s)

Joseph WONG HEE Billy WONG HEE

Respondent(s)

THE MAURITIUS DEVELOPMENT INVESTMENT TRUST COMPANY LTD (registered as The Mauritius Dev. Invest. Trust Co Ltd)

Issue

Were the appellants, as guarantors of loans made to a company, jointly and severally liable to a creditor of the company where the company had been released from all claims for repayment under a Deed of Company Arrangement?

Facts

In August 2012, Super Construction Company Ltd (“the Company”) had entered into two loan agreements with the respondent. The appellants were directors of the Company. They signed the loan agreements in their capacity as directors and agreed to act as personal guarantors of the loans. In April 2016, the Company went into voluntary administration and on 17 May 2016 a Deed of Company Arrangement (“DOCA”) was entered into to facilitate a restructuring aimed at enabling the Company to continue operating as a going concern. The DOCA provided that the Company would only pay 30% of the amount owed to its unsecured creditors (which included the respondent). In July 2019, the respondent brought an action against the appellants in their capacity as guarantors, claiming the remaining unpaid amount of the loan. The appellants denied being indebted to the respondent on the ground that the payment effected to it under the DOCA was a full and final settlement of the respondent’s claim. Importantly, the appellants relied on a clause in the DOCA (“Clause 4.1.2”) which stated insofar as relevant: “any guarantor of the Claim as at the Date of Appointment shall be released from any and all liability in relation to that Claim.” However, the trial judge found, applying section 269(2) of the Insolvency Act, that a guarantor’s obligation is not discharged by the release of the principal debtor’s (ie the Company’s) obligation, and that Clause 4.1.2 of the DOCA was contrary to s.269(2) and therefore had no effect. The appellants subsequently appealed to the Supreme Court of Mauritius (Civil Court of Appeal), but that appeal was dismissed in January 2026. The appellants now appeal to the Judicial Committee of the Privy Council.

Date of issue

15 June 2026

Case origin

Appeal As of Right

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