Sancus Financial Holdings Ltd and others (Appellants) v Holm and another (Respondents) (British Virgin Islands)
Case ID: JCPC 2020/0085
Jurisdiction: Court of Appeal of the Eastern Caribbean Supreme Court (British Virgin Islands)
Case summary
Issue
Did the courts below wrongly decide that the appellants and the first respondents had entered into an oral contract, and that the appellants had acted in breach of it?
Facts
The first appellant (“Sancus Financial”) is a BVI company and a shareholder of Bank of Asia (BVI) Ltd (“Bank of Asia”). Sancus Financial was previously owned by the third appellant (“Ms Fung”). The second appellant (“Mr Wen”) is Ms Fung’s wife. Ms Fung and Mr Wen are Hong Kong nationals.
The first respondent (“Mr Holm”) is an American national who wholly owns the second respondent (“FHI”), which is a BVI company. FHI was previously indirectly owned by Sancus Financial and Ms Fung and was at one point intended to be an indirect shareholder of Bank of Asia.
In 2017, the respondents issued proceedings against the appellants in the BVI, alleging that the appellants entered into an oral contract in 2015 by which they would procure that Mr Holm would obtain an indirect interest equal to 22% of the Bank of Asia project irrespective of the precise corporate structure used (but subject to any dilution from any future third party investment) and that, in breach of the agreement, the appellants had failed to do so. The appellants denied that such a contract had been formed.
The Commercial Court found in the respondents’ favour and awarded damages to Mr Holm (with the amount to be assessed). The Court of Appeal then dismissed the appellants’ appeal. The appellants now appeal to the Judicial Committee of the Privy Council.
Parties
Appellant(s)
Sancus Financial Holdings Ltd and others
Respondent(s)
Chad Holm and another
Appeal
Justices
Lord Briggs, Lord Kitchin, Lord Burrows, Lady Rose, Lord Lloyd–Jones
Hearing start date
29 June 2022
Hearing finish date
29 June 2022
| Watch hearing | ||
|---|---|---|
| 29 June 2022 | Morning session | |
Judgment details
Judgment date
10 November 2022
Neutral citation
[2022] UKPC 41