22/05/20
In Re ARDON MAROON ASIA MASTER FUND (CICA Appeal no 19 of 2018) the Cayman Islands Court of Appeal has held that an investor’s redeeming from a feeder fund did not result in redemption by the feeder fund from the master fund. This mattered since it affected the priorities of redemptions when the funds were wound up shortly afterwards.
The Court confirmed that Articles of Association should be construed without reference to extrinsic material, save for that which any reader of the articles would reasonably be expected to know, applying the principle in Bratton Seymour v Oxborough [1992] BCLC 93, as summarised in Cosmetic Warriors v Gerrie [2017] 2 BCLC 456 (another of Simon Salzedo QC’s cases).
As well as issues of construction of the Articles, there were issues about whether the directors had made a determination that redemption at feeder level would amount to redemption at master level and whether the requirement for a master level redemption notice had been waived.
All issues and sub-issues were determined in favour of the non-redeeming feeder fund, Eagle, and against the redeeming feeder fund, Dragon.
The judgment is here.
Eagle was represented by Simon Salzedo QC instructed by Harneys
