Financial Technology Ventures II (Q) LP and Ors v ETFS Capital Limited and Tuckwell [2020] JRC 152 (03 August 2020)

Financial Technology Ventures II (Q) LP and Ors v ETFS Capital Limited and Tuckwell [2020] JRC 152 (03 August 2020)

The Relocation Amendments arguably constitute conduct of the affairs of the Company and can found a claim under Articles 141/143 and 155 of the Companies (Jersey) Law 1991; they are sufficiently clear and timely. The Solicitation Amendments are speculative, vague, lack pleaded prejudice, and would impose disproportionate discovery burden, thus liable to be struck out. Both appeals against the Judicial Greffier's decisions are dismissed.

Citation
[2020] JRC 152
Parties
Plaintiffs: Financial Technology Ventures II (Q) LP and Ors; First Defendant: ETFS Capital Limited; Second Defendant: Mr Tuckwell
Jurisdiction
Jersey
Judgment Date
03 August 2020
Procedural Posture
Appeal / Interlocutory Appeal From Judicial Greffier's Decision on Amendments to Pleadings
Outcome
Both appeals dismissed; Judicial Greffier's decisions upheld.
Legal Topics
Amendment of Pleadings, Unfair Prejudice, Just and Equitable Winding Up, Fiduciary Duties, Conflict of Interest, Costs Orders
Company Law Civil Procedure Amendment of Pleadings Unfair Prejudice Just and Equitable Winding Up Fiduciary Duties Conflict of Interest Costs Orders

Case Brief

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Parties

Financial Technology Ventures II (Q) LP and Ors

Plaintiffs

ETFS Capital Limited

First Defendant

Mr Tuckwell

Second Defendant

Procedural Posture

Appeal / Interlocutory Appeal From Judicial Greffier's Decision on Amendments to Pleadings

Legal Issues

  1. 1 Whether leave should be granted to amend the Order of Justice to include Relocation Amendments and Solicitation Amendments
  2. 2 Whether the amendments were brought late
  3. 3 Whether the amendments disclose a cause of action under Articles 141/143 or 155 of the Companies (Jersey) Law 1991

Ratio Decidendi

The Relocation Amendments arguably constitute conduct of the affairs of the Company and can found a claim under Articles 141/143 and 155 of the Companies (Jersey) Law 1991; they are sufficiently clear and timely. The Solicitation Amendments are speculative, vague, lack pleaded prejudice, and would impose disproportionate discovery burden, thus liable to be struck out. Both appeals against the Judicial Greffier's decisions are dismissed.

Court Disposition

Both appeals dismissed; Judicial Greffier's decisions upheld.

Orders

  • Relocation Amendments allowed; amended pleadings and discovery completed.
  • Solicitation Amendments refused; no discovery ordered on those amendments.