Glory Trading Holding Ltd (Appellant) v Global Skynet International Ltd and another (Respondents) (Anguilla)
Case ID: JCPC 2020/0058
Jurisdiction: Court of Appeal of the Eastern Caribbean Supreme Court (Anguilla)
Case summary
Issue
Whether Global Skynet is the ultimate beneficial owner of Skynet and whether a transfer of all of the issued shares in Skynet to Mr Andrei Kravchuk should be set aside.
Facts
This appeal concerns the ownership of an Anguillan Offshore Company, Skynet, and (indirectly) a parcel of land owned by Skynet in Israel (the “Land”). Glory Trading is a Belizean company listed as owning all the shares comprising Skynet’s capital stock. The Appellants’ case is that Skynet’s legal and beneficial owner is Glory Trading. The Respondents maintain that, as a consequence of a share purchase agreement dated 5 May 2000 (the “SPA”), the ultimate beneficial owner of Skynet is instead Global Skynet.
In 2000, Mr Bloch wished to purchase the Land in order to erect a ‘World Peace Monument’. However, the owner of the Land had contracted to sell it to Skynet. Mr Bloch therefore sought to negotiate with Mr Alphons NG Van Spaendonik (“Mr AvS”), whom he believed was Skynet’s ultimate beneficial owner. Mr Bloch sought to acquire Skynet’s outstanding share capital in order to use the Land to realise his project. These negotiations resulted in the SPA between Mr AvS, Skynet, Mr Bloch, and the company of which Mr Bloch was the beneficial owner, Holyland International Ltd (“Holyland”). Pursuant to the SPA, Holyland agreed to purchase Skynet’s entire share capital in the form of a bearer share certificate representing one fully paid share. The SPA’s effect and validity is a matter of dispute between the parties. Subsequently, Skynet’s directors, included Mr AvS, resigned. Mr Bloch’s business partner, Mr Hefti, was then appointed the sole director of Skynet. Soon after, Holyland changed its name to Global Skynet.
In 2006, Mr Bloch became co-director of Skynet with Mr Hefti. A dispute arose between them and Mr Hefti resigned. By the time Mr Hefti resigned, he had appointed Mr Kravchuk as a director of Skynet. Mr Hefti had also resolved that the bearer share and the one share which was issued to Global Skynet were cancelled and that Skynet’s entire share capital was issued and allotted to Mr Kravchuk. The Appellants’ case is that this was the only course by which Skynet could be saved from financial difficulties it was then undergoing. The Respondents’ case is that Mr Hefti acted improperly in transferring the shares in Skynet to Mr Kravchuk.
The Respondents commenced court proceedings in the High Court of Justice in Anguilla. The Respondents sought and obtained, inter alia, a declaration that Global Skynet is the ultimate beneficial owner of Skynet and an order that the transfer of Skynet’s shares to Mr Kravchuk be set aside. The Appellants’ appeal was dismissed by the Court of Appeal of the Eastern Caribbean Supreme Court on 3 October 2019. On 19 June 2020, the Court of Appeal of the Eastern Caribbean Supreme Court granted the Appellants final leave to appeal to the Judicial Committee.
Parties
Appellant(s)
Glory Trading Holding Ltd
Respondent(s)
Global Skynet International Ltd and another
Appeal
Justices
Lord Hodge, Lord Briggs, Lord Hamblen, Lord Leggatt, Lord Stephens
Hearing start date
19 July 2022
Hearing finish date
19 July 2022
| Watch hearing | ||
|---|---|---|
| 19 July 2022 | Morning session | |
Judgment details
Judgment date
30 September 2022
Neutral citation
[2022] UKPC 35