Fairfield Sentry Limited (in Liquidation) (Appellant) v Alfredo Migani and others (Respondent)

Fairfield Sentry Limited (in Liquidation) (Appellant) v Alfredo Migani and others (Respondent)

Transaction documents such as monthly emails, contract notes, and monthly statements issued by the Fund's administrator are binding certificates under Article 11(1)(c) of the Articles of Association, making the NAV per share and redemption price final and conclusive. Redemption payments made in accordance with these documents are not recoverable by the Fund, as members gave good consideration by surrendering their shares.

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 / Appeal From the Court of Appeal of the British Virgin Islands to the Privy Council
Outcome
Appeals on Preliminary Issues 1, 2, and 3 allowed (save as to information posted on the Citco website); 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 / Appeal From the Court of Appeal of the British Virgin Islands to the Privy Council

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 of Association
  2. 2 Whether redemption payments made to members prior to the discovery of fraud are recoverable by the Fund in liquidation
  3. 3 Whether members who redeemed shares gave good consideration for the redemption payments

Ratio Decidendi

Transaction documents such as monthly emails, contract notes, and monthly statements issued by the Fund's administrator are binding certificates under Article 11(1)(c) of the Articles of Association, making the NAV per share and redemption price final and conclusive. Redemption payments made in accordance with these documents are not recoverable by the Fund, as members gave good consideration by surrendering their shares.

Court Disposition

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

Orders

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