Matthew Hardwick KC Twin Appeal Successes in USD 180m Minority Shareholder Palm Oil Dispute
In twin successes for Matthew Hardwick KC (instructed by Conyers) in this complex, high value and attritional minority shareholder dispute arising out a major palm oil business based in Sumatra and East Kalimantan, on 27 March 2026 the Eastern Caribbean Court of Appeal (ECCA) handed down separate judgments upholding each of the first instance judgments of Wallbank J. on liability (Soemarli Lie v (1) Ng Min Hong and (2) Success Overseas Finance Limited BVIHC (Com) 2020/147 (23 November 2021) and on quantum (BVIHC (Com) 2020/147 (25 October 2023)).
It has been a long and arduous road. This Claim started eight years ago. Following a 4-week liability trial in the BVI Commercial Court in October 2020 Mr Lie was successful on all issues: the Judge rejected a blitz of allegations of dishonesty, theft and negligence made by Mr Ng and found, to the contrary, that in egregious acts of unfair prejudice Mr Ng had (1) blocked the payment of tens of millions of dollars of dividends from the Indonesian subsidiaries to the BVI holding company; and (2) stripped Mr Lie’s BVI shares of all value by a series of unlawful transactions including a false claim to be repatriating assets pursuant to an Indonesian tax amnesty programme.
The Judge ordered Mr Ng to purchase Mr Lie’s shares and (after seeing off a barrage of further applications and appeals) the valuation trial followed in October 2023. The Judge (1) drew adverse inferences from Mr Ng’s disclosure failures; (2) ordered the purchase of Mr Lie’s shares for a 2017 valuation of USD154m (prior to the acts of unfair prejudice); and (3) awarded compensatory “quasi-interest” of USD24m.
Mr Ng appealed both judgments. The ECCA’s judgment on the liability appeal runs to 140 pages. It rejects Mr Ng’s appeal on every ground and every particular in what it describes as a “remarkable case” – observing that “this is one of those cases where even the cold words of the transcripts raise doubt as to Mr Ng’s veracity as there is so much inconsistency, recanting and plain obstructiveness”.
Whilst the judgment contains much of interest to BVI and English practitioners in this area (quasi-partnerships; information complaints; non-payment of dividends; rights issues; adverse inferences), it is particularly interesting for the ECCA’s firm rejection of Mr Ng’s argument that because the non-payment of dividends was at the level of the key Indonesian subsidiary such conduct was not “the affairs of” the BVI holding company. The ECCA (see [265]-[269] [282]-[292]) approved the English law authorities (Gross v Rackind [2005] 1 WLR 3505; Re Coroin Ltd [2012] EWHC 2343 (Ch) and related cases) which emphasise the importance of focusing on the “business realities of a situation” and eschewing a “narrow, legalistic view” – and concluded that there was compelling evidence for the Judge’s findings that Mr Ng was in control of both subsidiary and holding company and orchestrated the non-payment of dividends. The ECCA judgment on the liability appeal can be read here.
The ECCA made short work of Mr Ng’s valuation appeal, rejecting in full his criticisms of the judge’s approach to the evidence and the various challenges to quantum and quasi-interest. The ECCA’s judgment on the valuation appeal can be read here.
