This was an appeal from the Eastern Caribbean Supreme Court of Appeal (sitting in the Territory of the Virgin Islands) and concerned a claim brought for breach of a contract to procure the issue of shares in the first Defendant, Nilon Limited, a BVI company (“Nilon”) and rectification of Nilon’s share register under Section 43 of the BVI Business Companies Act (the “Act”). The Second Defendant, (“MV”), was the sole registered shareholder in Nilon and resident in England. The Claimants alleged that: (i) MV had orally agreed to enter into a joint venture involving the importation and sale of rice in Nigeria; (ii) they, the Claimant, had funded Nilon; and (iii) they had received dividend payments pursuant to the arrangement between the parties. As a result, they claimed to be the legal and/or beneficial owners in Nilon. MV denied that the Claimants were legally or beneficially entitled to shares in Nilon or indeed that it was intended that they would be. While he accepted that there had been a joint venture agreement, he claimed that the monies paid by the Claimants to Nilon were loans and not paid in exchange for a shareholding interest in Nilon. MV also denied that the sums paid by Nilon to the Claimants were dividends.
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Nilon Limited and another -v- Royal Westminster Investments S.C and Others  UKPC Appeal No. 0043 of 2012 (January 2015)