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Cha v Staray Capital Limited BVIHC (COM) 128 of 2011

The claimant was the minority shareholder in the first defendant company.  It was claimed that the company constituted a quasi-partnership as between the claimant and the majority shareholder. The majority shareholder wished to redeem the shares of the claimant and accordingly amended the articles of association whereby the shares of a shareholder could be redeemed by the company for cause.  The court found on the facts that there was no quasi-partnership and that the amendment of the articles by the majority shareholder was completed bona fide in the interests of the company.  The court found that the conduct of the majority shareholder was not oppressive, unfairly detrimental or unfairly prejudicial to the claimant and as a consequence the claimant was not entitled to relief under s.184I of the BVI Business Companies Act, 2004.  However, the court concluded that the company was not entitled to redeem the minority shareholder’s shares since the conduct of the claimant of which complaint was made by the majority shareholder and the company did not fall within the terms of the amended articles of association that permitted redemption.

Member of Chambers: Stephen Atherton QC for the Defendant