Principles of declaratory relief and the judgment stay jurisdiction
25 Jul 2024
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The decision in Credit Suisse London Nominees Limited v Principal Investing Fund I Limited and Chia Hsing Wang v LV II Investment Management Limited addressed an application seeking declarations that: 1) the company, Blue Water Ltd, of which the Plaintiff, Chia Hsing Wang (Mr Wang), is the ultimate beneficial owner, has a separate legal personality to him and; 2) Mr Wang is not liable for the obligations of Blue Water Ltd under the London Court of International Arbitration (LCIA) awards against it in favour of the Defendant, LV II Investment Management Limited (LV2IM).
In addition, the Court considered the application of LV2IM and two other Respondents in the petition proceedings, Floreat Principal Investment Management Ltd and Floreat Investment Management Ltd, seeking a stay of the proceedings until the LCIA awards had been settled, or an extension of the period for LV2IM to make payment on account of costs in the proceedings until the LCIA awards had been paid.
Kawaley J granted the declarations sought by Mr Wang and dismissed the application for a stay. He considered that:
- The Court had jurisdiction to grant the declarations given the minimal concern about interference with foreign proceedings in circumstances where the foreign proceedings were not substantive and merely interlocutory attachment proceedings.
- Piercing the veil of incorporation was generally applicable where a company was created as a means of avoiding an existing liability as opposed to establishing a company to avoid personal liability which may be incurred in future, relying upon UK Supreme Court and Privy Council authority.
- In assessing the appropriate forum for a claim against a Cayman company, there is a heavy burden to demonstrate that where a defendant is sued in the jurisdiction as of right, another forum is clearly or distinctly more appropriate.
- It was appropriate to grant the declaratory relief sought, taking into account its practical utility and the interests of justice was in favour of granting the declarations.
- The focus under the Grand Court Rules O.45 r.11, pursuant to where a stay may be ordered due to a change of circumstances after the judgment, and the inherent jurisdiction to order a stay, should be on whether the judgment creditor is seriously misusing the right to enforce the judgment in the ordinary way. It was also accepted that the Court has exceptional jurisdiction to have regard to the parties behind the cross claims asserted by a company in the stay context. Lastly, the Court has inherent jurisdiction to grant a stay of execution based on circumstances that pre-date the judgment, notwithstanding the provisions of O.45 r.11, to prevent some serious form of injustice or abuse of the processes of the Court.
The decision once again demonstrates the pragmatic approach of the Grand Court when considering the interplay between foreign proceedings and proceedings before the Grand Court.
