Julien and others (Appellants) v Evolving Tecknologies and Enterprise Development Company Limited (Respondent) (Trinidad and Tobago)

Julien and others (Appellants) v Evolving Tecknologies and Enterprise Development Company Limited (Respondent) (Trinidad and Tobago)

Shareholder knowledge, including that of a sole shareholder, is not generally attributable to the company for limitation purposes, especially where directors are alleged wrongdoers and retain control; even if attribution were possible, the breach was not discoverable by the Minister of Finance for some time, thus the claim is not statute barred.

Citation
[2018] UKPC 2
Parties
Appellants: Julien and others; Respondent: Evolving Tecknologies and Enterprise Development Company Limited
Jurisdiction
United Kingdom
Judgment Date
19 February 2018
Procedural Posture
Appeal / Judgment
Outcome
Appeal dismissed
Legal Topics
Attribution of Knowledge, Deliberate Concealment, Limitation Period, Director's Duties
Company Law Limitation of Actions Attribution of Knowledge Deliberate Concealment Limitation Period Director's Duties

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Parties

Julien and others

Appellants

Evolving Tecknologies and Enterprise Development Company Limited

Respondent

Procedural Posture

Appeal / Judgment

Legal Issues

  1. 1 Whether knowledge or discoverability of breach by sole shareholder is attributable to company for limitation purposes
  2. 2 Whether breach was unlikely to be discovered for some time under section 14(2) of Limitation Act

Ratio Decidendi

Shareholder knowledge, including that of a sole shareholder, is not generally attributable to the company for limitation purposes, especially where directors are alleged wrongdoers and retain control; even if attribution were possible, the breach was not discoverable by the Minister of Finance for some time, thus the claim is not statute barred.

Court Disposition

Appeal dismissed