JCPC/2025/0020

Andrew Flowers (Appellant) v Enterprise Insurance Company Plc (In Liquidation) (Respondent) (Gibraltar)

Case summary


Case ID

JCPC/2025/0020

Jurisdiction

Gibraltar

Parties

Appellant(s)

Andrew Flowers

Respondent(s)

Enterprise Insurance Company PLC (In Liquidation)

Issue

Did the Court of Appeal err in ruling that neither clause 11.4 nor the common law relating to public policy meant that the Icebreaker policies were void or unenforceable or otherwise provided EIC with a defence to the claims by policyholders?

Facts

These are linked appeals. Enterprise Insurance Company PLC (“EIC”), an insurance company registered in Gibraltar, is the Respondent in the first appeal and the Appellant in the second. In 2016, EIC went into liquidation on the grounds that it was insolvent. Mr Andrew Flowers is the Appellant in the first appeal and the Respondent in the second. Until 2014, he was the Chief Executive Officer of EIC. Mr Flowers was also a director of two other companies in the Enterprise group, Enterprise Holdings Limited (“EHL”), the holding company of EIC, and EIG Services Limited (“EIG”), another subsidiary of EHL also registered in Gibraltar. Both EHL and EIG are also in liquidation. The liquidator asserted that EIC’s deficiency was around £200 million. Through its liquidator, EIC commenced proceedings in Gibraltar against 14 defendants, most of whom were directors of EIC in the relevant period. Claims against 13 defendants were settled, but the proceedings against Mr Flowers proceeded to trial. EIC alleged that Mr Flowers had committed multiple breaches of both his fiduciary duties and his non-fiduciary duty of care towards EIC. Following trial, the Supreme Court of Gibraltar found substantially in favour of EIC and held Mr Flowers liable for multiple breaches of his duties to EIC. The court found (among other things) that Mr Flowers acted negligently because, when issuing hundreds of insurance policies in relation to a tax avoidance scheme referred to as “Icebreaker”, he failed to take proper professional advice as to the nature and extent of the risks associated with the scheme and the obligations imposed on EIC as a result. On appeal, the Court of Appeal of Gibraltar dismissed all but one of Mr Flowers’ grounds of appeal. The grounds dismissed by the Court of Appeal include Mr Flowers’ appeal on the Icebreaker issue. The Court of Appeal also held that certain payments made by EHL to EIC should be credited against the liability of Mr Flowers to pay equitable compensation and damages. Both parties now appeal to His Majesty’s Privy Council. Mr Flowers appeals in relation to the Icebreaker issue. EIC appeals in relation to whether the payments it received from EHL should be credited against Mr Flowers’ liability.

Date of issue

26 March 2025

Case origin

Appeal As of Right

Linked cases


Previous proceedings

Change log

Last updated 2 April 2025

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