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Kenneth Krys and John Greenwood and New World Value Fund et al Claim No. BVIHCMAP 2013/0017

May 2014 LiquidationWinding UpInsolvency

BRITISH VIRGIN ISLANDS

COURT OF APPEAL

PARTNERSHIP IN LIQUIDATION – ARTICLES OF PARTNERSHIP – CONSTRUCTION – ALLOCATION OF ASSETS – ENTITLEMENTS OF PARTNERS TO ASSETS OF PARTNERSHIP IN LIQUIDATION – CONSTRUCTION OF CLAUSES IN ARTICLES OF PARTNERSHIP AFFECTING PARTNERS’ ENTITLEMENTS – MEANING TO BE GIVEN TO WORD ‘SALE’ IN PHRASE ‘FOLLOWING THE SALE OF ALL INVESTMENTS OF THE PARTNERSHIP’ – WHETHER ‘SALE’ SHOULD BE GIVEN PLAIN ORDINARY MEANING OR ALTERNATIVELY EXTENDED MEANING SO THAT IT IS READ INSTEAD AS ‘SALE OR DISTRIBUTION IN SPECIE’ – WHETHER SALE OF ALL INVESTMENTS OF PARTNERSHIP HAD TO TAKE PLACE DURING TERM OF PARTNERSHIP – WHETHER LEARNED JUDGE ERRED IN HOLDING THAT THE WORD ‘SALE’ OUGHT TO BE GIVEN AN EXTENDED MEANING

This case concerned the construction of articles of partnership. The decision is not authority for any proposition of partnership law but instead has significance in outlining principles of construction in questions of commercial contract interpretation generally. The argument turned on the meaning of the word “sale” and whether it was broad enough to apply to a distribution in specie.

 

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Kenneth Krys and John Greenwood and New World Value Fund et al Claim No. BVIHCMAP 2013/0017

 

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