A Jersey company (Supreme) had brought a petition under the section against the company. An application was made for security for costs against Supreme. It could only be made if Supreme was resident outside the UK. Supreme argued that, despite being a Jersey company, it was resident in the United Kingdom, and that therefore the order could not be made against it.
Held: It was resident in Jersey and the court made the order. The board members were partners in a firm of Jersey advocates. It was run from the offices of that firm. Its only asset was a holding of shares in Little Olympian Each Ways Ltd. An individual who lived in England, Mr Lemos, said that he provided central management and control of Supreme, but he gave no details, and the judge was unimpressed. A letter from one of the Jersey advocates who were directors said that if Mr Lemos was ever to give instructions to them directly he (the Jersey advocate/director) would act in accordance with them provided that he was satisfied that they were consistent with Jersey company law and with the interests of the two persons who were understood to be interested in the share capital. The court referred to ‘the shadowy nature’ of Supreme, but held it to be resident in Jersey.
The ordinary residence of company for the purposes of RSC Ord. 23 is with the central management and control.
Judges:
Lindsay J
Citations:
Times 29-Jul-1994, Ind Summary 03-Oct-1994, [1995] 1 WLR 560, [1994] 2 BCLC 420
Statutes:
Jurisdiction:
England and Wales
Cited by:
Cited – Wood v Holden (Inspector of Taxes) ChD 8-Apr-2005
The parties had entered into complex share transactions for the sale of their trading business, and sought to avoid liability for capital gains tax.
Held: Gains on disposals between members of a non-resident group of companies were exempt. The . .
Cited – Iesini and Others v Westrip Holdings Ltd and Others ChD 16-Oct-2009
The claimants were shareholders in Westrip, accusing the Defendant directors of deliberately engaging in a course of conduct which has led to Westrip losing ownership and control of a very valuable mining licence and which, but for their . .
Lists of cited by and citing cases may be incomplete.
Litigation Practice, Company
Updated: 19 July 2022; Ref: scu.82005