The WLR Daily case summaries
[2020] WLR (D) 504
Privy Council
Ciban Management Corpn v Citco (BVI) Ltd and another
[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— Defendant businesses providing corporate services as registered agent and as sole director engaged to run British Virgin Islands shelf company— Shares in company issued as bearer shares held by lawyer in United States— Company’s sole beneficial owner running company whilst maintaining anonymity by using business associate to issue instructions to defendants— Company not trading and used solely to hold owner’s assets— Defendants acting on owner’s instructions issued by associate over two-year period— Defendants acting on further instruction to sell owner’s assets given by associate without owner’s knowledge or assent— Company claiming damages from defendants for negligence in failing to ensure that associate having 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