Richards J
```html 1 IN THE GRAND COURT OF THE CAYMAN ISLANDS 2 CIVIL DIVISION 3 CAUSE NO：G 0222 OF 2018 5 BETWEEN： 6 DAVID MU NOZ 7 PLAINTIFF 8 AND： 9 DELTEC INTERNATIONAL GROUP 10 FIRST DEFENDANT 11 AND： 12 INTERNATIONAL FINANCIAL SERVICES GROUP 13 SECOND DEFENDANT 14 AND： 15 HOLD AND OPT INVESTMENTS LIMITED 16 THIRD DEFENDANT 17 AND： 18 MERCURIO LIMITED 19 FOURTH DEFENDANT 21 IN CHAMBERS 23 Appearances： 24 Ms. Natasha Partos of Campbells for the 25 Plaintiff 26 Before： 27 The Hon. Justice Cheryll Richards Q.C. 28 Heard： 29 8th January 2019 30 ule 31 tion-Grana ju 32 11-Leautsi 33 s-GCRve t 34 Civil Divis 35 l Court R O.risdiction 36 de the Reasons for Decision. G0222/2018. David Munoz v Deltec International Group et al. Coram Richards J. Date: 8.1.19 Page 1 of 8 ```
```html 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 REASONS FOR DECISION 1. This is an ex parte application made by the Plaintiff pursuant to GCR O.11 for leave to 2. serve the Third and Fourth Defendants outside the jurisdiction. The application is made 3. by summons filed on the 22nd November 2018. 4. 5. 6. 7. On the 16th November 2018, the Plaintiff filed a writ of summons against the four 8. Defendants. The First and Second Defendants, Deltec International Group and 9. International Financial Services Group are exempt companies registered in the Cayman 10. Islands. The Third and Fourth Defendants, Hold and Opt Investments Limited and 11. Mercurio Limited are companies which are registered in the Bahamas. 12. 13. The Plaintiff's claim arises from the termination of his employment by the First 14. Defendant on the 31st July 2018, breach of an oral employment agreement made 18th 15. July 2018 by the Second Defendant and the alleged wrongful issue of a loan default 16. notice by the Third and Fourth Defendants on the said 31st July 2018. 17. 18. The ex parte application is supported by the Second Affidavit of the Plaintiff dated 4th 19. January 20191. The Plaintiff details therein the basis for his belief that he has a real issue 20. to be tried before the Grand Court. 21. 22. 23. 1 Plaintiff undertakes to file same. Reasons for Decision. G0222/2018. David Munoz v Deltec International Group et al. Coram Richards J. Date: 8.1.19 Page 2 of 8 ```
The document is a legal document, specifically a judgment or decision, and it appears to be a transcript of a court case. Below is the transcription of the document, maintaining the original structure and content: ---
The Plaintiff states that there is a close connection among all four Defendants, as the beneficial owner of the Third Defendant, Mr. Jean Chalopin is the Chairman and 45% shareholder of the First Defendant and is also the largest shareholder of the Second Defendant. The beneficial owner of the Fourth Defendant, Mr. Gustavo Vollner is also the second-largest shareholder of the First Defendant and a large shareholder of the Second Defendant. Mr. Chalopin was the principal of the First, Second and Third Defendants, the agent of the Fourth Defendant and the person with whom the Plaintiff communicated in respect of the relevant agreements.
The Plaintiff commenced employment with the First Defendant as its CEO on the 4th September 2012. The entity is in the business of private banking with an office in the Bahamas. His employment agreement stated that the governing law was the law of the Cayman Islands. The agreement was extended by an addendum dated 1st April 2016 which extended the term of employment until it was terminated by either party.
The Plaintiff asserts that as part of his employment arrangements, he was offered, and later received, a loan from the Third and Fourth Defendants of US$1million ($500,000.00 from each entity), in order to purchase shares in the First Defendant. This, the Plaintiff states in his statement of claim filed 19th December 2018, was as an inducement for him to accept employment with the First Defendant and was also to compensate him for foregoing restricted shares with his previous employer. --- **Reasons for Decision. G0222/2018. David Munoz v Deltec International Group et al. Coram Richards J. Date: 8.1.19** Page 3 of 8 ---
```html 1 8. A loan agreement was entered into on the 15th May 2014 and comprised a Security 2 Agreement and a Secured Loan Agreement. Both agreements which are attached to the 3 Second Affidavit of the Plaintiff state that the governing law is the law of the Cayman 4 Islands. 5 9. The Secured Loan Agreement required the payment of interest on the loan on a quarterly 6 basis. The Plaintiff states that this was varied by oral agreement with Mr. Chalopin to 7 the effect that the interest accruing under the Loan Agreement would only become 8 payable at the end of the term of the loan. Between the date of the loan and the 31st July 9 2018, in accordance with that oral agreement, the Plaintiff did not make any payments 10 of interest on the loan and neither the Third nor Fourth Defendant requested same of 11 him. 12 13 10. In July 2018 the Plaintiff had discussions with Mr. Chalopin as to the sale of his shares 14 in the First Defendant and the termination of his employment but they could not agree 15 on the value of his shares. 16 17 11. The Plaintiff's employment was terminated without notice on the 31st July 2018 and on 18 the same day he received a default notice from the Third and Fourth Defendants. The 19 default notice indicated that the Defendants intended to re-register the shares held by the 20 Plaintiff in the First Defendant into the names of the Third and Fourth Defendants. 21 22 The Plaintiff alleges that this notice is invalid because he was not in breach of the Loan 23 Agreement and the oral agreement given thereunder. 24 Agree the oral agreement given thereunder. 25 Reasons for Decision. G0222/2018. David Munoz v Deltec International Group et al. Coram Richards J. Date: 8.1.19 Page 4 of 8 ```
```html 1 13. The injunctive relief sought is to prevent the re-registration of the shares held by the 2 Plaintiff in the First Defendant. The alternative claim of the Plaintiff is for damages in 3 breach of the Loan Agreement if the shares have already been re-registered into the 4 names of the Third and Fourth Defendants. 5 6 14. As against the Second Defendant, the details of the Plaintiff's claim are that on the 18th 7 July 2018, he entered into an oral agreement with Mr. Chalopin that the Second 8 Defendant would provide employment in London and would pay for his relocation from 9 the Bahamas to London. The Plaintiff states that he thereafter travelled to London, 10 incurring costs in so doing, and that the Second Defendant failed to honour the 11 agreement. 12 13 15. The Plaintiff claims damages and declaratory relief against the First Defendant, 14 damages against the Second Defendant and declaratory and injunctive relief and 15 damages against the Third and Fourth Defendants. 16 17 16. The First and Second Defendants were served with the writ on the 16th November 2018 18 and an acknowledgement of service with an intention to defend has been filed by 19 attorneys Maples and Calder on their behalf. 20 21 17. The Plaintiff grounds this application for leave to effect service out of the jurisdiction 22 on G(1) (c) ， (b) (CR 0.11 ， (d) ， (e) ， 23 24 24 Reasons for Decision. G0222/2018. David Munoz v Deltec International Group et al. Coram Richards J. Date: 8.1.19 Page 5 of 8 ```
```html 18. Firstly the Plaintiff submits that service of process out of the jurisdiction is permissible 2 because pursuant to GCR O.1 r.1(1) (c) the claim is brought against a person who has 3 been or will be duly served within or out of the jurisdiction and a person out of the 4 jurisdiction is a necessary or proper party thereto. 5 6. I accept this submission, noting that the claims against the First, Third and Fourth 7 Defendants are inextricably linked, arising, as they do, from the employment of the 8 Plaintiff by the First Defendant, and the terms of that employment. There would be 9 common questions of fact and law for consideration at trial.2 I note in addition that the 10 First Defendant has already been served within the jurisdiction. 11 12. Secondly, the Plaintiff submits that pursuant to GCR O.1 r.1(1) (b) an injunction is 13 sought to order the Defendants to refrain from re-registering the shares of the Plaintiff 14 in the First Defendant, which entity is a Cayman Islands company. The injunctive relief 15 sought would, if granted, require to be effected in the Cayman Islands. 16 17. Thirdly, the Plaintiff submits that pursuant to GCR O.1 r.1(1) (e), the claim is brought 18 in respect of a breach committed within the jurisdiction of a contract made within or 19 without the jurisdiction. It is urged in this regard that the breach relates to the shares of 20 a Cayman company. I note that the shares of an exempted company are deemed to be 21 situated in the Cayman Islands3. 2 Hutchinson Ltd. v. Cititrust [1998] CILR 43; Condoco v. Broadhurst DaCosta [2004-05] CILR 236 3 160088 Canada Incorporated, 151095 Canada Incorporated and 152931 Canada Incorporated v. Socoa International Limited (1998) CILR 257 Reasons for Decision. G0222/2018. David Munoz v Deltec International Group et al. Coram Richards J. Date: 8.1.19 Page 6 of 8 ```
```html 1 22. I accept the submissions of the Plaintiffs Counsel on these aspects. 2 23. The Second Affidavit of the Plaintiff satisfies the requirements of GCR O.11 r.4. I am 4 satisfied on all the material provided, that at this stage there appears to be a real issue 5 which the Plaintiff may reasonably ask the Court to adjudicate upon. 6 7 24. On the issue of forum, there appears to be substantial connecting factors to the Cayman 8 Islands4 including that each written agreement, the subjects of the claims, evidences the 9 intention of the parties that Cayman Islands law be the governing law, and that the First 10 and Second Defendants are domiciled in the Cayman Islands. 11 12 25. GCR O.11 r.4 (1) (e) provides that the Affidavit in support of the application should state 13 if service is not to be effected personally, the method or methods of service which are in 14 accordance with the laws of the country in which service is to be effected. The Second 15 Affidavit of the Plaintiff states the addresses of the Third and Fourth Defendants and his 16 belief that in accordance with the laws of the Bahamas, service may be effected by 17 delivering a copy of the Writ of Summons and Statement of Claim to the registered 18 offices of the Third and Fourth Defendants. 19 20 26. An alternative method of substituted service by e-mail5 was requested in the summons, 21 but there was no information in the Affidavit in support as to whether service by e-mail 22 on principal officers of a company is an acceptable method of service under Bahamian laws. 4 Insurco International v. Gowan Co. 1994-5 CILR 210 5 Pursuant to GCR O. 65 r. 4 Reasons for Decision. G0222/2018. David Munoz v Deltec International Group et al. Coram Richards J. Date: 8.1.19 Page 7 of 8 ```
```html 1 27. On the issue of time for acknowledgement of service, Counsel for the Plaintiff submitted 2 that there has been communication with Counsel for the Third and Fourth Defendants in 3 the Bahamas who is therefore already aware of the forthcoming Writ and that thus a 14- 4 day period was not unreasonable. 5 6 28. In light of the foregoing I granted the application of the Plaintiff and indicated that I 7 would record a brief note of my reasons for the file. 8 9 10 11 Dated this the 8th day of January 2019 12 13 Honourable Justice Cheryll Richards Q.C. 14 Judge of the Grand Court 15 ``` ```latex \begin{table} \begin{tabular}{|c|c|c|} \hline 1 & 27. & On the issue of time for acknowledgement of service, Counsel for the Plaintiff submitted \\ \hline 2 & & that there has been communication with Counsel for the Third and Fourth Defendants in \\ \hline 3 & & the Bahamas who is therefore already aware of the forthcoming Writ and that thus a 14- \\ \hline 4 & & day period was not unreasonable. \\ \hline 5 & & \\ \hline 6 & 28. & In light of the foregoing I granted the application of the Plaintiff and indicated that I \\ \hline 7 & & would record a brief note of my reasons for the file. \\ \hline 8 & & \\ \hline 9 & & \\ \hline 10 & & \\ \hline 11 & Dated this the 8th day of January 2019 & \\ \hline 12 & & \\ \hline 13 & Honourable Justice Cheryll Richards Q.C. & \\ \hline 14 & Judge of the Grand Court & \\ \hline 15 & & \\ \hline \end{tabular} \end{table} ``` ```latex \begin{table} \begin{tabular}{|c|} \hline \multicolumn{1}{|c|}{\begin{tabular}{c}Reasons for Decision. G0222/2018. David Munoz v Deltec International Group et al. Coram Richards J. \\ Date: 8.1.19\end{tabular}} \\ \hline \multicolumn{1}{|c|}{Page 8 of 8} \\ \hline \end{tabular} \end{table}