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Judgment · jid 4776 · pdb #3694

Tempo Group Ltd and others v Fortuna Development Corporation and others - Judgment

FSD 0125/2012 (AHJ) · 2015-03-31

Alleged “Fortuna Agreement” for equal board representation; Whether a quasi‑partnership existed between principal shareholders; Validity of 2004 EGM removing Dr. Chen; Beneficial and legal ownership of Maxima Samoa (Philip Niu vs Pearl Niu); Validity of bearer share issuance; Authority to vote Maxima’s shares; Application of Samoan law and Duomatic principle; Whether EGM resolutions were a nullity.

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Full metadata
Cause Number FSD 0125/2012 (AHJ)
Court CIGC (FSD)
Judge Henderson J
Parties Tempo Group Ltd and others v Fortuna Development Corporation and others - Judgment
Judgment Date 2015-03-31
Subject Alleged “Fortuna Agreement” for equal board representation; Whether a quasi‑partnership existed between principal shareholders; Validity of 2004 EGM removing Dr. Chen; Beneficial and legal ownership of Maxima Samoa (Philip Niu vs Pearl Niu); Validity of bearer share issuance; Authority to vote Maxima’s shares; Application of Samoan law and Duomatic principle; Whether EGM resolutions were a nullity.
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File MD5 a5d06885a206364c1a24ec335fbd12d5
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PDB record ID 3694
PDB URL https://judicial.ky/n0c-storage/judgments-repository2/15-03-31-Tempo-v-Fortuna-Development-Corporation.pdf
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In the Grand Court of the Cayman Islands — Financial Services Division
Cause No. FSD 0125/2012 (AHJ)
Between
Tempo Group Ltd and others
- v -
Fortuna Development Corporation and others - Judgment
Before
Henderson J
Judgment delivered 2015-03-31

IN THE GRAND COURT OF THE CAYMAN ISLANDS FSD CAUSE NO. 125 of 2012 BETWEEN TEMPO GROUP LIMITED and others i 0 \"?\ . , " <-hy4. ' . r ' I And 1 - _ .,. . plaintiffs FORTUNA DEVELOPMENT CORPORATION and others defendants Mr. M. Green, QC instructed by Mr. M. lmrie & Ms. L. Kuehl of Maples & Calder for the Plaintiffs Mr. R. Hacker, QC & Mr. R. Fisher instructed by Mr. P. McMaster, QC & Ms. A. Gilbert of Appleby for the Defendants Henderson, J. Trial: September 1 - 5, 8 - 12, 15 - 19, 22 - 23, 30; October 1 - 3; November 26 - 28; December 1 - 2,2014 Judgment: March 31,2015 150331 Tempo v Fortuna Judgment Page 1 of 139 Conclusion

The contract claim is dismissed.

1 have decided that the EGM was invalid in its entirety and all resolutions passed at it are void. The purported ratification of the ordinary resolutions is invalid. The result is that Dr. Chen has been since the EGM and is still a director of Fortuna, and that the articles have not been amended in the manner proposed at the EGM. Dr. Chen has a present right to receive all the information to which he would have been entitled since the EGM by virtue of his directorship. He may not be removed from the board except by strict compliance with Fortuna's articles and the law of the Cayman Islands.

The parties are at liberty to speak to costs if they are unable to agree. Henderson, J. 150331 Tempo v Fortuna Judgment Page 139 of 139

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