Zhongyong v Jin


19th January 2015

Court of Appeal, Eastern Caribbean


Chinese pharmaceuticals company held in a complex BVI based corporate  structure by 8 Chinese nationals (who together constituted a minority) and the Defendant majority shareholder (who had inherited his shares on his father’s demise). Claim by the minority for an order for the purchase of D’s shares on the basis that there was a quasi-partnership and they had been excluded by D. C’s also sought a winding up order on the just and equitable ground. The judge, rejecting the contention that there was a quasi-partnership, held that there had been exclusion of the minority but that they had failed to establish that the exclusion was unfair in the sense that it transgressed some agreement or understanding that formed the basis of the parties’ association in the company. There were no grounds for a winding up on the just and equitable basis because the exclusion was not unconscionable, there being no equitable restraint on the exercise by the Defendant of his legal rights and powers in this regard.


View High Court judgment here


View Court of Appeal judgment here


Bannister J; Pereira CJ, Blenman JA and Morrison JA


The trial judge affirmed the principle that it is not sufficient to demonstrate prejudicial conduct. That conduct must also be unfair in the sense that it runs contrary to the basis on which the corporators entered into the venture or (to justify a winding up on the just and equitable ground) the conduct must be unconscionable.


The Claimant’s appeal to the Eastern Caribbean Court of Appeal was dismissed.


The Claimants application for leave to appeal to the Privy Council was refused.


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