*Nilon Ltd and another v Royal Westminster Investments S.A. and others

Company – Shares. The claimants brought proceedings in the British Virgin Islands (BVI) against the second defendant for breach of a contract to procure the issue of shares in the first defendant company to them and against the company for rectification of its share register to show the claimants as shareholders. The BVI court refused the claimants permission to serve the second defendant out of the jurisdiction on the basis that there was no real issue between the claimants on their rectification claim since they were not shareholders in the company. The Court of Appeal allowed the claimants' appeal. The Privy Council, in allowing the defendants' appeal, held that proceedings for rectification could only be brought where a claimant had a right to registration by virtue of a valid transfer of legal title, and not merely a prospective claim against the company dependant on the conversion of an equitable right to a legal title by an order for specific performance of a contract.

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