Byers and others (Appellants) v Ningning (Respondent) (British Virgin Islands)

Case summary

Case ID

JCPC/2019/0082

Jurisdiction

British Virgin Islands

Parties

Appellant(s)

Mark Byers

Mark McDonald

Pioneer Freight Futures Company Ltd (in Liquidation)

Respondent(s)

Chen Ningning (also known as Diana Chen)

Issue

The central issue on this appeal is whether the Respondent acted in breach of any fiduciary duty when US$13 million was transferred from Pioneer Freight Futures Company Limited (the "Company") to a third party shortly before the Company entered into provisional liquidation.In particular, the Privy Council is asked to consider whether the Court of Appealed erred in:failing to interfere with the trial judge’s factual findings that: (a) Miss Chen was neither a director nor shadow director of the Company at the time of the payment; (b) Miss Chen did not cause or procure the payment; and (c) Miss Chen was not in breach of any fiduciary duty to the Company; and holding that no order for relief should be made against Miss Chen under section 249 of the Insolvency Act 2003.

Facts

The First and Second Appellants, Mr Bryers and Mr McDonald, are the joint liquidators of the Company. The Respondent, Miss Chen, is the former director and sole beneficial owner of the Company. Shortly before the Company entered into provisional liquidation, approximately US$13 million was transferred from its bank account to one of its creditors, Zenato Investments Limited ("Zenato"). Zenato was operated by one of Miss Chen’s acquaintances in the People’s Republic of China, Song Dingding. The Appellants claim that Miss Chen acted in breach of her fiduciary duties to the Company by causing or procuring this payment.

Date of issue

25 July 2019

Judgment details

Judgment date

22 February 2021

Neutral citation

[2021] UKPC 4

Judgment links

Appeal

Justices

Lord Kerr

Lord Briggs

Lady Arden

Lord Kitchin

Lord Leggatt

Hearing dates

Start date

4 June 2020

End date

4 June 2020

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