Estate Management & Business Development Company Limited (Respondent) v Namalco Construction Services Limited (Appellant) (Trinidad and Tobago)

Case summary

Case ID

JCPC/2026/0055

Jurisdiction

Trinidad and Tobago

Parties

Appellant(s)

Namalco Construction Services Limited

Respondent(s)

Estate Management & Business Development Company Limited

Issue

In relation to four land development contracts, did the Court of Appeal err in: (i) finding a conspiracy by unlawful means; (ii) reducing the price payable; and/or (iii) overturning the judge’s revaluation?

Facts

This appeal concerns whether the elements of an unlawful means conspiracy were made out, and the consequences of such a finding for the enforceability of a number of land development contracts. The appeal also concerns whether the Court of Appeal fell into error when considering the approach taken by the trial judge towards the price payable under two contracts. Namalco (the appellant) entered into four land development contracts with EMBD (the respondent) to perform infrastructural works across four different sites in Trinidad: • On 29 May 2009, Namalco contracted with EMBD to develop 50 hectares of land at Picton (“Picton Project”). • On 1 April 2010, EMBD accepted Namalco’s tender for the development of 77 hectares of land at Roopsing Road (“RR Project”), the original Roopsingh Road Contract (“Original RR Contract”). This was suspended for approximately two years. When the suspension was lifted, on 9 May 2012 Namalco and EMBD entered into a supplementary agreement (“RR Supplementary Agreement”). • On 7 February 2012, Namalco was awarded the contract for the development of 134 hectares of land at Petite Morne (“PM Phase 2 Contract”). Also on 9 May 2012, the scope of this increased to 167 hectares (“PM Project”). As a result of the increase, simultaneously on 9 May 2012, Namalco and EMBD entered into a Supplementary Agreement for the development of 167 hectares of land at Petite Morne (“PM Supplementary Agreement”). • On 15 April 2015, Namalco and EMBD entered into a contract for the development of 13 hectares of land at Cedar Hill (“CH Project”). On 6 May 2916, Namalco claimed an entitlement to payment of the sums certified in Interim Payment Certificates (“IPCs”) that remained unpaid by EMBD issued under each contract (including the supplementary agreements). Namalco also claimed interest. Whilst EMBD paid some IPCs, it failed to settle the sums due and owing to Namalco on all of the IPCs issued. EMBD raised defences of abatement and unlawful means conspiracy. According to EMBD, its CEO Mr Seebalanck Singh entered into the Supplementary Agreements without actual and/or apparent authority and/or in breach of his fiduciary duties owed to EMDB. EMBD therefore counterclaimed against Namalco for a declaration that the Supplementary Agreements were void and unenforceable for illegality, as were all IPCs issued thereunder, and/or repayment of all sums overpaid to Namalco and/or an entitlement to set off such sums against any sums found due and owing to Namalco. Namalco denied EMBD’s entitlement to its counterclaim. The judge held that the Supplementary Agreements were null, void and unenforceable. He further directed that the sums due and owing under the PM Project be assessed, upheld the decision of the Dispute Adjudication Board in relation to the Picton Project, revalued the sums due and owing to Namalco for the CH Project and RR Project, and ordered EMBD to pay Namalco the revalued sums. He dismissed EMBD’s counterclaim for repayment. Both Namalco and EMBD appealed to the Court of Appeal. The Court of Appeal dismissed Namalco’s appeal, and largely upheld EMBD’s appeal. Namalco now appeals to the Judicial Committee of the Privy Council.

Date of issue

1 July 2026

Case origin

Appeal As of Right

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