Quilvest Finance Limited and others (Appellants) v Fairfield Sentry Limited (Respondent)

Quilvest Finance Limited and others (Appellants) v Fairfield Sentry Limited (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. The NAV per share and redemption price determined and communicated at the time of redemption are final and conclusive. Redemption payments made on this basis are not recoverable by the Fund in liquidation, 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 allowed in part and dismissed in part
Legal Topics
Redemption of Shares, Mutual Funds, Unjust Enrichment, Interpretation of Articles of Association, Certification Clauses
Company Law Insolvency Law Restitution Redemption of Shares Mutual Funds Unjust Enrichment Interpretation of Articles of Association Certification Clauses

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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 issued to members recording the 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 on the basis of mistake
  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. The NAV per share and redemption price determined and communicated at the time of redemption are final and conclusive. Redemption payments made on this basis are not recoverable by the Fund in liquidation, as members gave good consideration by surrendering their shares.

Court Disposition

Appeals allowed in part and dismissed in part

Orders

  • Appeals against the decision on Preliminary Issues 1, 2, and 3 allowed, save as to information posted on the Citco website
  • Appeal against the decision on Issue 4 dismissed