Ardon Maroon Asia Master Fund (in Official Liquidation)

• Jurisdiction: Cayman Islands
• Judge: Goldring, P.,Martin,Morrison, JJ.A.
• Judgment Date: 20 May 2020
• Court: Court of Appeal (Cayman Islands)

IN THE MATTER OF ARDON MAROON ASIA MASTER FUND (in official liquidation)

SHAKESPEARE and CONWAY (joint official liquidators of ARDON MAROON ASIA DRAGON FEEDER FUND)

and

BATCHELOR and GRIFFIN (joint official liquidators of ARDON MAROON ASIA MASTER FUND) and MAROON ASIA CAPITAL LIMITED

(Goldring, P., Martin and Morrison, JJ.A.)

C.A. (Cayman Islands)

Companies — articles of association — principles of construction

When interpreting a written contract, the court is concerned to identify the intention of the parties by reference to what a reasonable person having all the background knowledge which would have been available to the parties would have understood them to mean (Arnold v. Britton, [2015] A.C. 1619, considered; Ennismore Fund Management Ltd. v. Fenris Consulting Ltd., 2016 (1) CILR 282, considered). Articles of association are commercial and business documents and must be interpreted in a commercial and business-like way (Chong v. Alexander, [2016] EWHC 735 (Ch), considered). There are strict limits on the ability to imply terms on the basis of extrinsic evidence (HSBC Bank Middle East v. Clarke, [2006] UKPC 31, considered). In Cosmetic Warriors Ltd. v. Gerrie ([2015] EWHC 3718 (Ch), followed), Richard Spearman, Q.C. said (at para. 27):

“the cases establish that (a) there is no absolute prohibition on considering extrinsic material for the purpose of interpreting the articles of association of a company; (b) however, the admissible background for the purposes of construction is limited to what any reader of the...