Doyle J
IN THE GRAND COURT OF THE CAYMAN ISLANDS
FINANCIAL SERVICES DIVISION
Neutral Citation Number: [2025] CIGC (FSD) 15
FSD CAUSE NO. 23 OF 2025 (DDJ)
IN THE MATTER OF SECTION 124 OF THE COMPANIES ACT (2025 REVISION)
AND IN THE MATTER OF UNUMX (IN VOLUNTARY LIQUIDATION)
Before:
Appearances:
Heard:
Ex tempore judgment
delivered:
Draft transcript
circulated:
Transcript approved:
The Hon. Justice David Doyle
Peter Hayden and Jaclyn Pascoe ofMourant Ozannes (Cayman) LLP for
the Joint Voluntary Liquidators
20 February 2025
20 February 2025
20 February 2025
25 February 2025
Supervision Order pursuant to section 124(1) of the Companies Act (2025) Revision - authorities in respect
of Schedule 3 Powers of Liquidator Part 1 powers exercisable with sanction - need to present evidence to
justify such powers - application of UCF Fund Limited 2011 (1) CILR 305 and subsequent authorities
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Digitally signed by Advance Performance Exponents
Inc
Date: 2025.02.25 12:33:53 -05:00
Reason: Apex Certified
Location: Apex
JUDGMENT
1.
I shall now deliver a short judgment in respect of this matter.
2.
I am grateful to Peter Hayden and Jaclyn Pascoe, who appear for John Paul Royle and John Paul
Hennelly of Grant Thornton Specialist Services (Cayman) Limited in their capacity as joint
voluntary liquidators (the "NLs") ofUnumX (in voluntary liquidation) (the "Company"), for their
assistance to the court.
3.
When I first reviewed this file I was concerned that paragraphs 4 (recognition in other jurisdictions),
6 (power to bring or defend proceedings) and 7 (power to compromise) of the draft order went too
far and were not justified in the evidence. I was also concerned with the inclusion in paragraph 9
of the words "including criminal proceedings" when the wording in section 97 ( 1) of the Companies
Act (2025 Revision) (the "Companies Act") was "other than criminal proceedings".
4.
On the Schedule 3 Part 1 of the Companies Act powers, it was as if the draftsperson of paragraphs
4, 6 and 7 was either not aware of or had deliberately ignored UCF Fund Limited 2011 (1) CILR
305 (the well known and much referred to judgment of Jones J) and my subsequent comments in
for example GTI Holdings Ltd 2022 (1) CILR 472 at paragraph 69, Aubit International (FSD
unreported judgment 16 October 2023) at paragraph 46 and Asia Innovations Group (FSD
unreported judgment 10 June 2024) at paragraph 14.
5.
It was unsatisfactory for the attorneys for the NLs to have included paragraphs 4, 6 and 7 in the
draft order presented to the court without any proper attempt to justify them by reference to the
evidence. It was plainly a "try on" which flew in the face of UCF Fund and subsequent authorities.
I think this was implicitly recognised in the last paragraph of page 2 of the letter dated 11 February
2025 from Mourant Ozannes (Cayman) LLP where it was stated:
" ... if the Court is not prepared to include these paragraphs without further explanation or
justification, we request that the order is finalised without these paragraphs and the
proposed JOLs will apply for them in the future if necessary."
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It appears that the attorneys and the proposed JOLs were unsure if such powers were even
necessary.
6.
The papers filed in this case did not include a skeleton argument (concise or otherwise) or any
authorities. There was simply a letter request to deal with the matters on the papers pursuant to
015 r5(1) of the Companies Winding Up Rules (2023 Consolidation).
7.
I was not content with dealing with the matter on the papers as I was concerned over the inclusion
of the offending paragraphs and words in the draft Order and wanted to highlight such concerns
directly to the attorneys in court and to stress, yet again, the need to observe UCF Fund.
8.
As it transpires once notice of the hearing had been given Liam Faulkner of Campbells LLP, who
was engaged to act for Mr Amit Patel, stated to be a major creditor of the company, had discussions
with the JVLs' attorneys and based on these discussions the draft Order was amended to remove
the offending paragraphs and I am informed that Campbells are content for an order in this form to
be made.
9.
I make an order substantially in terms of the draft emailed to the court yesterday, such draft to
include the amendments I specified during my exchanges with counsel and to be emailed to my PA
before 3pm today. I am grateful to counsel for their continuing assistance.
10.
I should add that if the profession think that Schedule 3 of the Companies Act is creating
unnecessary difficulties then the answer is notto ignore UCF Fund but to seek to have amendments
made to the legislation by the legislature. In the meantime I shall, in accordance with my judicial
oath, continue to loyally apply the statutory provisions and UCF Fund.
THE HON. JUSTICE DAVID DOYLE
JUDGE OF THE GRAND COURT
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