AFR has successfully obtained permission to appeal to the Judicial Committee of the Privy Council (JCPC), in the case of Robert Archibald Gilchrist Sinclair v Ian Charles Domaille & Three Others (Sinclair). This is the first Guernsey originating case to be granted permission to appeal to the JCPC since the general public importance test was affirmed in the Guernsey Court of Appeal (GCA) during 2022.
The case of Sinclair -v- Domaille & Three Others
Sinclair concerns an alleged unfair share dilution approved by the Fourth Defendant’s Board in August 2021, under which 975,000 shares were issued to the First Defendant at £0.26 per share, reducing Mr Sinclair’s shareholding from 49.27% to 24.94% and increasing the First Defendant’s stake to 75.06%. Mr Sinclair’s case is that the dilution was unfairly prejudicial and the valuation applied materially undervalued his interests.
Sinclair began with a judgment of the Royal Court of Guernsey on 29 November 2024. Mr Sinclair was unsuccessful in his claim at first instance and appealed to the GCA, which handed down its decision on 10 April 2025. While the GCA disagreed with the Royal Court and found that Mr Sinclair had in fact suffered prejudice, it nevertheless concluded that the prejudice was not unfair. The GCA refused Mr Sinclair permission to appeal to the JCPC on 15 May 2025. However, upon an application for special leave to appeal directly to the JCPC, on 10 December 2025 Mr Sinclair was granted permission to appeal.
The appeal raises important questions of law and will address fundamental legal principles relating to director duties, the purpose for which new shares can be issued and the valuation methodology to be applied when doing so.
The final appeal hearing is due to take place during 2026 before Lord Briggs, Lord Hamblen and Lord Richards.
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