In the matter of Ailee Development Corporation And In the matter of the Companies Ordinance 1972 and In the matter of an application to release the liquidator and wind up the company ((Civil Appeal SCA 04/2025) [2025] (Arising in MA 72 OF 2020 out of XP 27/2008) SCSC 663)) [2025] SCCA 18 (18 August 2025)

In the matter of Ailee Development Corporation And In the matter of the Companies Ordinance 1972 and In the matter of an application to release the liquidator and wind up the company ((Civil Appeal SCA 04/2025) [2025] (Arising in MA 72 OF 2020 out of XP 27/2008) SCSC 663)) [2025] SCCA 18 (18 August 2025)

The Appellant, as liquidator, paid himself liquidator and legal fees without prior court sanction and applied an incorrect exchange rate to his own advantage, resulting in overpayments. His non-Seychellois status did not justify payment in foreign currency or use of a favourable exchange rate. There was no evidence of a valid waiver to offset the overpayment. The trial judge was correct to order the refund of the overpaid sums, and the appeal was devoid of merit.

Citation
[2025] SCCA 18
Parties
Appellant/liquidator: Gerald Lincoln; Respondent: EODC Operations Ltd
Court
Court of Appeal
Jurisdiction
Seychelles
Judgment Date
18 August 2025
Case Number
(Civil Appeal SCA 04/2025) [2025] (Arising in MA 72 OF 2020 out of XP 27/2008) SCSC 663)
Procedural Posture
Civil Appeal / Appeal From Interlocutory Ruling on Overpayment of Liquidator and Legal Fees in Winding Up Proceedings
Outcome
Appeal dismissed with costs to the Respondent; Supreme Court orders affirmed as to liquidator fees, partly quashed as to legal fees.
Legal Topics
Liquidator Remuneration, Court Sanction of Fees, Exchange Rate Application, Fiduciary Duties, Waiver and Set Off, Doctrine of Ex Turpi Causa
Source Language
English
Insolvency Company Law Liquidator Remuneration Court Sanction of Fees Exchange Rate Application Fiduciary Duties Waiver and Set Off Doctrine of Ex Turpi Causa

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Parties

Gerald Lincoln

Appellant/liquidator

EODC Operations Ltd

Respondent

Procedural Posture

Civil Appeal / Appeal From Interlocutory Ruling on Overpayment of Liquidator and Legal Fees in Winding Up Proceedings

Legal Issues

  1. 1 Whether the Appellant was entitled to retain liquidator and legal fees paid without prior court sanction and using an incorrect exchange rate
  2. 2 Whether the Appellant's non-Seychellois status justified payment in foreign currency and use of a favourable exchange rate
  3. 3 Whether an alleged waiver of fees on interest accrued could offset overpayments

Ratio Decidendi

The Appellant, as liquidator, paid himself liquidator and legal fees without prior court sanction and applied an incorrect exchange rate to his own advantage, resulting in overpayments. His non-Seychellois status did not justify payment in foreign currency or use of a favourable exchange rate. There was no evidence of a valid waiver to offset the overpayment. The trial judge was correct to order the refund of the overpaid sums, and the appeal was devoid of merit.

Court Disposition

Appeal dismissed with costs to the Respondent; Supreme Court orders affirmed as to liquidator fees, partly quashed as to legal fees.

Orders

  • Appellant to refund SCR 5,979,500 in liquidator fees to the Registry of the Supreme Court.
  • Order to refund SCR 180,000 in legal fees is quashed.