The Law Reports (Appeal Cases)
[2021] AC 122
Privy Council
Ciban Management Corpn v Citco (BVI) Ltd and another
[On appeal from the Court of Appeal of the Eastern Caribbean Supreme Court]
[2020] UKPC 21
2020 June 10, 11; July 30
Lord Hodge DPSC, Lady Black, Lady Arden, Lord Leggatt, Lord Burrows JJSC
Company— Director— Duty of care— Defendants engaged as registered agent and as sole director of British Virgin Islands shelf company— Company’s sole beneficial owner running company whilst maintaining anonymity by using business associate to issue instructions to defendants— Defendants acting on owner’s instructions issued by associate over two-year period— Defendants selling company’s assets on further instructions of associate given without owner’s knowledge or assent— Company claiming damages from defendants for negligence in failing to ensure associate had owner’s authority to procure sale— Whether defendants under duty to inquire where owner having set up and used system based on associate issuing “execution only” instructions to defendants— Whether owner having given ostensible authority to associate making latter’s instructions binding on owner as act of company itself