When Fiduciary Misappropriation Meets Causation Again

AL JABER was a director of MBI, a British Virgin Islands company now in liquidation. Section 175(1) of the BVI Insolvency Act 2003 had provided that, upon commencement of the winding up, Al Jaber would “cease to have any powers, functions or duties”, although he was to “remain in office”. MBI held valuable shares in JJW, a group company controlled by Al Jaber. To shield JJW’s pro rata net worth from MBI’s liquidators, Al Jaber secretly perpetrated the following scheme. First, he caused MBI to transfer away shares worth €67 million by signing the relevant instruments “for and on behalf of” MBI. Secondly, he caused JJW to transfer away its entire net assets, thereby rendering its shares worthless. Their proprietary claim having been rendered nugatory, the liquidators sued Al Jaber for monetary relief, alleging breach of fiduciary duty. The trial judge allowed their claim and awarded €67 million. The Court of Appeal, remarkably, allowed Al Jaber’s appeal and quashed the award, on the basis that the liquidators had not established any loss, now that the shares were factually worthless: [2024] EWCA Civ 423, [2024] B.C.C. 934. The Supreme Court rightly allowed the liquidators’ appeal and restored the judge’s award: Mitchell v Al Jaber [2025] UKSC 43, [2026] A.C. 758.