Stephen Anthony Aldridge v Mordaunt Estates Ltd (Mauritius)

Facts

Mordaunt Estates Ltd (MEL), now in liquidation and represented by its liquidator, sued Mr Aldridge, one of its directors, in Mauritius to recover £615,000 transferred from its bank account into his personal account in four tranches between 19 May 2008 and 30 January 2009. MEL alleged that the payments were a loan made in breach of section 159(5) of the Companies Act 2001 of Mauritius, which made the loan voidable at the company's option under section 159(7) of the Companies Act 2001. It relied on two documents signed by Mr Aldridge acknowledging that £615,000 was owed to MEL, and on evidence from the company's auditor and its company secretary. Mr Aldridge, who represented himself at trial, alleged that one of the documents was a forgery. He also relied on a unanimous shareholders' resolution of 15 February 2010, which he said retrospectively authorised the payments so that section 159(9) of the Companies Act 2001 applied. He had not pleaded that resolution, having put in only a general denial. The trial judge rejected the forgery allegation, refused to allow him to rely on the resolution, ordered repayment of £615,000 and awarded 2 million rupees (approximately £31,500) as damages with interest. The Court of Civil Appeal dismissed his appeal. He appealed to the Board, and MEL raised a preliminary objection to the permission under which he continued the proceedings against an insolvent company.