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Matsuura v A&S Company Limited

In this recent decision of the Commercial Division of the BVI High Court on quasi-partnership companies Justice Kaye held that a deceased businessman’s prior withdrawal had deprived him of his quasi-partnership right to be involved in the management of the company, leaving him effectively nothing more than a bare minority shareholder; consequently, that right did not continue for the benefit of the widow/administratrix.

It was held that there was nothing prejudicial about the quasi-partnership shares’ having been reduced in status to an ordinary minority shareholding in a private company, and that because the widow had failed to exercise a statutory right to dissent from the sale of the company’s assets, she could not now seek to have the company wound up. This case raises many questions concerning—

  • what rights may arise in the quasi-partnership company context,
  • of those rights, what may survive for the benefit of a quasi-partner shareholder’s estate,
  • whether or not a failure to take advantage of a statutory right necessarily makes it inequitable to rely on entirely independent rights arising in equity, and
  • the extent and utility of the analogy between partnerships and quasi-partnership companies, particularly in relation to the effect of the election of a member to withdraw, the death of a member, and the conclusion of the purpose of the members’ compact.

This case is unlikely to be the last word on the heritability of joint-venturers’ rights. 

Matsuura v A&S Company Limited

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