Home » Cases » NILON LIMITED – V – ROYAL WESTMINSTER INVESTMENTS SA [2015] UKPC 2

NILON LIMITED – V – ROYAL WESTMINSTER INVESTMENTS SA [2015] UKPC 2

PCB acted for the defendant in proceedings brought against him and a BVI company in which he was the sole shareholder, alleging breach of contract in failing to issue shares in the BVI company to the claimants and seeking rectification of the share register. PCB successfully challenged the jurisdiction of the BVI Court at first instance. When this was overturned on appeal, PCB persuaded the Privy Council to grant permission to appeal and succeeded on that appeal. The Privy Council declined to follow the English Court of Appeal authority on which the Claimants relied in holding that the procedure for rectification of a company’s share register did not enable the court to determine prior questions of contractual obligations in respect of the issue of those shares. Accordingly, there was no rectification claim against the company to which its shareholder could be joined as a necessary or proper party. Further, the Privy Council held that the fact that the dispute was about shares in a BVI company did not make the BVI the appropriate forum to hear the dispute.