Parker J
IN THE GRAND COURT OF THE CAYMAN ISLANDS
FINANCIAL SERVICES DIVISION
CAUSE NOS: FSD 195, 196 AND 197 OF 2019 (RPJ)
IN THE MATTER OF SECTION 124 OF THE COMPANIES LAW (2020 REVISION)
AND
IN THE MATTERS OF PARAGON HOLDING SCS 2 LTD. (IN OFFICIAL LIQUIDATION), PARAGON
HOLDING SCS 1 LTD. (IN OFFICIAL LIQUIDATION) AND PARAGON OFFSHORE
IN CHAMBERS
Appearance:
Mr Malachi Sweetman, Maples and Calder
Before:
The Hon. Justice Parker
Heard:
7 September 2020
Oral Ruling
Delivered:
7 September 2020
Ex Tempore
Ruling Delivered:
28 September 2020
Headnote
Summons for Dissolution – Section 124 of the Companies Law (2020 Revision) – dispensing
with publishing notice of hearing – dissolution of companies – discharge of JOLs – refund of
filing fees
200928 In the Matter of Paragon Group Companies – FSD 195, 196 AND 197 OF 2019 (RPJ) Ruling on refund of Filing Fees
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Ruling on Refund of Filing Fees
Introduction
1.
By Summons filed on the 28 July 2020, Messrs Mike Penner and Grant Hiley, the Joint Official
Liquidators (the "JOLs") of Paragon Holding SCS 1 Ltd., Paragon Holding SCS 2 Ltd and
Paragon Offshore Finance Company (each a "Company" and together the "Companies")
applied to this Honourable Court for the following orders:
1.1.
That each Company be dissolved with immediate effect;
1.2.
That the requirement under Order 22 Rule 1(3) of the Companies Winding Up
Rules 2018 (the "CWR") for the JOLs to publish a notice of the dissolution
hearing be dispensed with in accordance with Order 1 Rule 4(1B) of the CWR;
1.3.
That the JOLs be discharged as official liquidators of the Companies and
released from the performance of any further duties as JOLs of the Companies;
and
1.4.
That the filing fees for the supervision applications for two of the three
Companies be refunded to the JOLs in accordance with Rule 6(5) of the Court
Fees Rules 2009 (as amended) ("Rule 6(5)").
2.
This is my ex tempore Ruling in relation to the JOLs' application for the refund of filing fees
and arises in the context of orders that I previously granted on 14 October 2019 (the "Orders").
Pursuant to the Orders, the applications for each Company were consolidated "so that only
one set of fees shall be payable in respect of the three applications, in accordance with rule
6(5) of the Court Fees Rules 2009 (as amended)."
Submissions
3.
Maples and Calder, on behalf of the JOLs and in light of the Orders, applied to the Court
seeking a refund for two of the three filing fees for these matters. By way of email dated 19
February 2020, the Clerk of the Court responded by that "the consolidation and purpose of
Rule 6(5) [of the Court Fees Rules 2009] only applies with respect to further applications and
filings." As the question of whether Rule 6(5) applies to filing application fees has now arisen
on a number of different occasions, and as urged by the JOLs' counsel, I believe it would be
beneficial to correct the position under Rule 6(5) in this respect.
4.
Rule 6(5) provides that
"Where multiple applications are made under the Companies Law simultaneously in respect
of two or more related companies, a Commercial Judge may direct that the applications be
200928 In the Matter of Paragon Group Companies – FSD 195, 196 AND 197 OF 2019 (RPJ) Ruling on refund of Filing Fees
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treated as consolidated for the purposes of these Rules so that only one set of fees shall be
payable."
Decision
5.
In my judgment, it is obvious that Rule 6(5) caters for a situation where there are multiple
applications made simultaneously in respect of two or more related companies and that the
Court can direct that they be treated as consolidated so that only one set of fees should be
payable. As laid out above, I previously ordered in this matter that the applications of each
Company should be treated as consolidated so that only one set of fees should be payable in
respect of the three companies. The Orders were granted appropriately with the powers
defined in Rule 6(5). The issue presented before me is one based upon previous applications
and filings. It seems to me that Rule 6(5) is not limited to further applications and filings. That
would be illogical because the Orders have already said that only one set of fees should be
payable in respect of the three applications. This is consistent in the circumstances where
there are multiple applications and should be treated as consolidated so only one set of fees
is payable.
6.
Mr Sweetman, counsel for the JOLs, referred me to an informal written ruling made by Justice
Segal in Premium Point Master Mortgage Credit Fund Ltd (In Official Liquidation) – FSD 241
of 2017, the context of which is similar to this matter. Justice Segal, in his informal ruling,
stated:
"It seems to me that where there will in effect only be three sets of proceedings
(because each sub-group will be dealt with together) it is appropriate to charge only
three fees. Furthermore, I see no reason why the Court cannot order that the excess
fees be refunded."
7.
It seems to me that Justice Segal's informal ruling in Premium Point provides further support
for the JOLs' interpretation of Rule 6(5) as a refund was obtained once the Court considered
that consolidation was appropriate. It would seem just to me that the filing fees for the
supervision applications for two of the three companies ought to be refunded in accordance
with Rule 6(5). I therefore order that the filing fees for the supervision applications for two of
the three companies be refunded in accordance with Rule 6(5) of the Court Fee Rules 2009.
THE HON. RAJ PARKER
JUDGE OF THE GRAND COURT