Cayman Dispatch Services Ltd v Airport Professional Services Ltd

JurisdictionCayman Islands
CourtGrand Court (Cayman Islands)
JudgeHenderson
Judgment Date25 May 2005
Docket NumberCAUSE NO: 163 OF 2004
Date25 May 2005
Between:
Cayman Dispatch Services Ltd.
Plaintiff
and
Airport Professional Services Ltd.
Defendant
Before:

Hon. Justice Henderson

CAUSE NO: 163 OF 2004

IN THE GRAND COURT OF THE CAYMAN ISLANDS

Appearances:

Ms. Melanie Crinis of Campbells for the Plaintiff

Mr. Ramon Alberga, Q.C. instructed by Margeta Facey-Clarke of Facey-Clarke & Associates for the Defendant

RULING
1

On November 23 rd, 2001, the parties entered into an agreement providing that the plaintiff Cayman Dispatch Services Ltd. (“CDS”) would “invest” $25,000 in the defendant Airport Professional Services Ltd (“APS”). The consideration for this investment was described in the agreement as 35% of the net profits of APS for services provided to Cayman Airways and all other carriers handled by Cayman Airways. The agreement also provided that it “shall remain in effect for the life of APS's contract with Cayman Airways…”

2

No share subscription form was signed, no resolution of the directors was passed allocating shares, and CDS was never entered in the register of members.

3

By originating summons filed December 15, 2003, CDS asked for a declaration that the contract “continues in force so long as the defendant has a contract with Cayman Airways Ltd….” On March 15, 2004, CDS applied to me for a declaration to that effect. It argued that the intention of the parties was, in effect, that APS would issue shares to CDS.

4

I rejected that argument and granted to APS an order declaring that the agreement terminated on November 19, 2004; this gave effect to the termination clause in the agreement. Given the presence of that clause, given the fact that neither party sought to have CDS entered on the register of members (or issued a share certificate), and given that there was no agreement as to the number of shares CDS would receive for its “investment”, I concluded that the parties had never intended that APS would issue shares to CDS. I gave oral reasons for judgment; no court reporter was present.

5

CDS then commenced a second action, cause 163 of 2004, by Writ of Summons on March 25 th, 2004. It pleaded that the money was advanced as a loan and asked for repayment of the loan with interest.

6

On April 7, 2004, APS filed its defence and counterclaim in the new action. It admitted that the money was advanced by way of a loan and pleaded that all of the repayment obligation has been satisfied, including the payment of interest.

7

On May 4 th, 2004 CDS filed a reply alleging that the loan has not been repaid and that interest (calculated as 35% of the net profits of APS) continues to accrue. In support, CDS made reference to certain findings it says I made during my oral...

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