Credit Suisse London Nominees Limited and another (Appellants) v Fairfield Sentry Limited (in Liquidation)

Credit Suisse London Nominees Limited and another (Appellants) v Fairfield Sentry Limited (in Liquidation)

Transaction documents such as monthly emails, contract notes, and statements issued by Citco under the authority of the Directors are binding certificates under Article 11(1)(c) of the Fund's Articles. The NAV and redemption price stated therein are definitive and conclusive for redemptions. Therefore, redemption payments made on this basis are irrecoverable in restitution, as the Fund was contractually bound to pay them, and the surrender of shares constitutes good consideration.

Citation
[2014] UKPC 9
Parties
Appellant/respondent: Fairfield Sentry Limited (in Liquidation); Respondents: Migani and others; Appellants: Lombard, Odier & Cie and others; Appellants: Credit Suisse London Nominees Limited and another; Appellants: Quilvest Finance Limited and others; Appellants: UBS AG New York and others
Jurisdiction
United Kingdom
Judgment Date
16 April 2014
Procedural Posture
Civil Appeal / Judgment on Preliminary Issues From the Court of Appeal of the British Virgin Islands
Outcome
Appeals on Preliminary Issues 1, 2, and 3 allowed (save as to website information); appeal on Issue 4 dismissed.
Legal Topics
Redemption of Shares, Mutual Funds, Unjust Enrichment, Interpretation of Articles of Association, Certification Clauses
Company Law Insolvency Restitution Redemption of Shares Mutual Funds Unjust Enrichment Interpretation of Articles of Association Certification Clauses

Case Brief

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Parties

Fairfield Sentry Limited (in Liquidation)

Appellant/respondent

Migani and others

Respondents

Lombard, Odier & Cie and others

Appellants

Credit Suisse London Nominees Limited and another

Appellants

Quilvest Finance Limited and others

Appellants

UBS AG New York and others

Appellants

Procedural Posture

Civil Appeal / Judgment on Preliminary Issues From the Court of Appeal of the British Virgin Islands

Legal Issues

  1. 1 Whether transaction documents recording NAV per share or redemption price are binding certificates under Article 11 of the Fund's Articles
  2. 2 Whether redemption payments made on the basis of mistaken NAV are recoverable in restitution
  3. 3 Whether surrender of shares constitutes good consideration for redemption payments

Ratio Decidendi

Transaction documents such as monthly emails, contract notes, and statements issued by Citco under the authority of the Directors are binding certificates under Article 11(1)(c) of the Fund's Articles. The NAV and redemption price stated therein are definitive and conclusive for redemptions. Therefore, redemption payments made on this basis are irrecoverable in restitution, as the Fund was contractually bound to pay them, and the surrender of shares constitutes good consideration.

Court Disposition

Appeals on Preliminary Issues 1, 2, and 3 allowed (save as to website information); appeal on Issue 4 dismissed.

Orders

  • Parties to agree an appropriate form of declaration on all four issues.