Oct 2013
BRITISH VIRGIN ISLANDS
HIGH COURT (COMMERCIAL DIVISION)
SECTION 1841 OF THE BVI BUSINESS COMPANIES ACT – UNFAIR PREJUDICE PROCEEDINGS – WHETHER CONDUCT OF MAJORITY AMOUNTED TO A BREACH OF A PREEXISTING UNDERSTANDING – JUST AND EQUITABLE WINDING UP UNDER THE INSOLVENCY ACT
Shareholders of a BVI company, Union Zone Management Limited, brought a claim under Section 1841 of the BVI Business Companies Act against the other members who between then controlled 56.7% of the shares in the Company for unfair prejudice. The Claimant sought various reliefs under Section 1841 on the grounds that the affairs of the Company were being conducted in a manner unfairly prejudicial to them in their capacity as members. The conduct complained of was the apparent exclusion of the Claimants from the management of the Group notwithstanding what they say was the existence of an understanding that each would share in the management of the Company and its subsidiaries. The Court found as a matter of fact there was no common understanding for mutual participation in the business affairs of the Company and therefore no basis for the claim for unfair prejudice.