UBS AG New York and Others (Appellants) v Fairfield Sentry Limited (in Liquidation) (Respondent)

UBS AG New York and Others (Appellants) v Fairfield Sentry Limited (in Liquidation) (Respondent)

Transaction documents such as monthly emails, contract notes, and monthly statements issued by the Fund's administrator are 'certificates' under Article 11(1)(c) and are binding on the Fund and members. The NAV and redemption price determined and communicated at the time of redemption are final, and redemption payments made on that basis are not recoverable by the Fund, even if based on mistaken information about asset values.

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
  2. 2 Whether redemption payments made on the basis of mistaken NAV are recoverable by the Fund in liquidation
  3. 3 Whether redeeming members gave good consideration for redemption payments

Ratio Decidendi

Transaction documents such as monthly emails, contract notes, and monthly statements issued by the Fund's administrator are 'certificates' under Article 11(1)(c) and are binding on the Fund and members. The NAV and redemption price determined and communicated at the time of redemption are final, and redemption payments made on that basis are not recoverable by the Fund, even if based on mistaken information about asset values.

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.