1. the appellant, Clico, had an associated Trinidadian entity that was the registered owner of land in Antigua;
2. the Baptist Mission and the other respondents had obtained various default judgments against Clico; and
3. in the Antiguan High Court, the respondents had sought – and been granted – a sale order over the land so as to enforce their rights under the default judgments.

The lower Court had granted an order for sale on the basis that the corporate veil should be lifted, such that the land should be treated as belonging to Clico despite being held in the name of the Trinidadian entity.

On appeal, the COA considered various English and BVI authorities including the seminal English case of Prest v Petrodel  (which was not drawn to the lower Court’s attention), and held that there was a limited common law principle that – where a person is under an existing legal obligation, liability or legal restriction, but then deliberately evades or intentionally frustrates those obligations by interposing a company under their control – the Court may then pierce the corporate veil so as to deprive that person of the unfair advantage.

On the facts, the COA overturned the decision of the lower Court. While there was evidence that the land had been managed by Clico (together with its own assets), it could not be said that Clico beneficially owned the land. Even if the appellant did beneficially own the land, that alone still would not justify disregarding the fact that it was legally owned by the Trinidadian entity.

Although “fraud unravels all”, would-be litigants should always take care to understand the relevant corporate structure and identify the correct corporate defendants before commencing proceedings.

While strictly a decision relating to the law of Antigua and Barbuda, being a COA decision, its influence will be felt across the offshore world.