Unfair Prejudice: To buy-out or not to buy-out, that is the question (for the Judge's discretion)
04 February 2021
The types of remedies that should be granted in a shareholder dispute was the main issue for determination in Ming Siu Hung & Ors v JF Ming Inc and another, which arose in the context of an unfair prejudice claim in the British Virgin Islands.
At first instance, the BVI High Court was satisfied that there had been unfairly prejudicial conduct by the majority shareholder and granted a buy-out order. The Court of Appeal reversed the High Court's buy-out order but upheld the findings of unfairly prejudicial conduct.
The Privy Council reversed the findings of the Court of Appeal and, holding that a buy-out order was appropriate in the circumstances, it criticised unnecessary appellate interference with the discretion of first instance judges. When a finding of unfair prejudice is made, judges have very broad discretion to determine what relief is suitable and this discretion should not be interfered with.