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When seeking to enforce a foreign judgment in the Cayman Islands, it is essential to understand the legal framework governing such enforcement. In this article HSM Partner Kerrie Cox highlights the key principles and procedures concerning the recognition and enforcement of foreign judgments.

Statutory Enforcement

Under the Foreign Judgments Reciprocal Enforcement Act (1996 Revision), the Cayman Islands offers a mechanism for the registration of foreign judgments. However, the Act only applies to judgments originating from Australia and its External Territories. As such, the Act is of limited practical applicability.

Common Law Enforcement

In the absence of statutory provisions for the enforcement of foreign judgments, the Cayman Islands follows the common law approach. Upon application, the Grand Court may enforce a foreign judgment subject to a series of formal, mandatory requirements:

  • Competent Jurisdiction: The foreign judgment must be issued by a court that has competent jurisdiction. This means the court must have had the authority to hear the case and make a binding decision.
  • Liquidated Sum: The judgment must impose a liability to pay a fixed (liquidated) sum of money. It is important to note that the foreign judgment must be in personam, meaning it involves a claim brought against a person to do or refrain from doing a specific act.
  • Non-money judgments: may be enforced where the principles of comity apply.
  • Final and Conclusive Judgment: The judgment must be final and conclusive, even though it may be subject to appeal in the foreign courts.
  • Exclusion of Taxes, Fines, or Penalties: Judgments involving taxes, fines, or penalties are not enforceable under the Cayman Islands’ common law framework. This exclusion ensures that judgments with punitive or regulatory objectives cannot be used to encroach upon the Cayman Islands’ legal system.
  • Natural Justice and Public Policy: The foreign judgment must not conflict with the principles of natural justice or public policy in the Cayman Islands. For instance, the judgment should not violate the rights of the defendant in a way that is inconsistent with Cayman Islands law.
  • Cayman Trusts: Pursuant to the relevant provisions of the Trusts Act (2021 Revision), the Grand Court will not recognise or enforce a foreign judgment that does not apply Cayman Islands law when determining issues such as: (a) capacity; (b) validity, administration; or (c) the existence and extent of powers under a Cayman trust.

Limitation
Proceedings for the enforcement of a foreign judgment under statutory or common law principles must be brought within six (6) years from the date of the judgment (or any appeal thereof).

Procedure

Statutory Enforcement

The procedure for enforcing a foreign judgment under the Foreign Judgments Reciprocal Enforcement Act requires an ex parte Originating Summons to be issued in the Financial Services Division of the Grand Court in the Cayman Islands supported by an Affidavit which: (a) exhibits the judgment (and any required translation thereof certified by a notary public); (b) states the name, trade or business and the usual or last known place of business of the judgment creditor and debtor; and (c) states that the judgment creditor is entitled to enforce the judgment.

The court may direct that the Summons be served on the judgment debtor. If the court is satisfied that the judgment meets the statutory criteria, it may register the judgment. The judgment creditor is required to serve the Notice of Registration on the judgment debtor, who will have a limited time to apply to set aside the registration. If the judgment debtor does not challenge the registration, the registered judgment is treated as if it were a judgment of the court.

Common Law Enforcement

Alternatively, the procedure for enforcement at common law involves commencing proceedings by filing a Writ of Summons based on the foreign judgment. The Writ must be served on the judgment debtor. Leave of the court will be required if the defendant is located out of the jurisdiction. The judgment debtor must acknowledge service and file a defence. Depending on whether a defence is filed, a judgment creditor may apply for judgment in default or summary judgment.

Remedies

Once a judgment is recognised, it may be enforced through a number of different enforcement remedies available in the Cayman Islands.

Conclusion

While the Cayman Islands has in place a statutory framework which provides a streamlined approach for enforcement judgments from Australia, enforcement of judgments from other jurisdictions relies on common law principles. Specifically, issues related to trusts and asset ownership can introduce complexities that may necessitate further legal analysis.

Should you need assistance with the enforcement of a foreign judgment, or if you have specific questions regarding a particular case, HSM’s experienced litigation team is on hand to provide advice tailored to your situation.

In a press release dated 3 July 2025, Workforce Opportunities & Residency Cayman (WORC) reminded Residency and Employment Rights Certificate (RERC) holders who obtained their Permanent Residence on the basis of the Points system or being married to a Permanent Resident and those individuals who obtained residence on the basis of their independent means to submit annual declarations.

WORC reminded those groups that not only was it a criminal offence not to provide an annual declaration but also it could lead to the revocation of their Immigration permission.

As there are no policies in regard to the revocation of Immigration permissions it is therefore difficult to know in what context this would happen. It is however suspected that the Department would only seek to revoke an Immigration permission on failure to submit the appropriate paperwork if there was a connected offence, i.e. the individual had changed job titles (without permission) or a dependent had not declared at an earlier stage.

That being said, it is open to the Director or the Caymanian Status and Permanent Residency Board to revoke an immigration permission based solely upon the failure to provide an annual update.

Prior to revoking an immigration permission the Department or the relevant board would send a “Minded to Revoke” letter to the individual in question. In those circumstances, HSM Partner Alastair David recommends that the individual in question seeks immediate legal advice so that they can understand the situation that they find themselves in and what would be the appropriate next steps.

Shareholder disputes can arise from a variety of causes ranging from mismanagement and lack of transparency to personal fallouts among business partners. These issues are particularly acute in privately held companies, where relationships often blur the line between personal and professional. When such disputes escalate beyond informal repair, the Companies Act (2025 Revision) (the “Act”) offers a critical legal recourse: the ability to petition for the winding up of the company on “just and equitable” grounds.

In this article HSM Partner Kerrie Cox examines the legal framework governing “just and equitable” winding up petitions. Detailing the key principles that courts consider, the procedural steps involved, and the implications for shareholders seeking to exit a deadlocked or dysfunctional business. Understanding this remedy is vital for shareholders facing irreconcilable disputes, offering a clear, albeit final, path toward resolution.

What does ‘just and equitable’ mean?

Section 92(e) allows any contributory – typically a shareholder – to petition the court to wind up a company on the basis that “it is just and equitable that the company should be wound up.” But what does this standard actually entail?

The phrase “just and equitable” is not exhaustively defined in the Act, which gives the Grand Court wide discretion to determine whether it is fair and reasonable to wind up a company in a particular case. While each petition is assessed on its own merits, the courts have recognised several recurring grounds that may justify a winding up on a just and equitable basis:

  1. Loss of Substratum

This occurs where the company can no longer achieve the purpose for which it was originally formed. If the core business objective fails or becomes impossible to carry out, a shareholder may argue that continuing the company no longer serves any meaningful purpose.

  1. Deadlock

In companies with two or a few shareholders (particularly where each holds equal control), a deadlock may arise if the parties are unable to agree on essential business decisions. If there is no mechanism in the company’s constitution to resolve such disputes, and the impasse paralyses the business, this can justify a winding up.

  1. Lack of Probity or Mismanagement

If those in control of the company (typically directors or majority shareholders) act in a way that is oppressive, fraudulent, or in breach of their fiduciary duties, the court may intervene. Examples include diverting business opportunities, misusing company funds, or excluding minority shareholders from decision-making.

  1. Loss of Mutual Trust and Confidence

Especially relevant in quasi-partnerships or closely held companies, this ground applies when a breakdown in personal relationships makes it impossible to continue operating the business in the manner initially intended – particularly where mutual trust was a foundational element.

The Companies Winding Up Rules (2023 Consolidation) (“CWR”)

While section 92(e) of the Act sets out the substantive legal basis for winding up a company on “just and equitable” grounds, the CWR govern the procedural mechanics of how that remedy is accessed and adjudicated. In other words, the Act gives the right; the CWR governs how that right is exercised in practice. Without adherence to these Rules, even the most compelling substantive claim may falter and therefore the CWR act as the procedural “gateway” to relief.

The CWR are crafted to ensure that all parties – petitioners, respondents, the company, and other stakeholders – are afforded fair notice, a meaningful opportunity to be heard, and clearly defined timetables. Practitioners must treat the CWR not as a checklist, but as an integral strategic tool – one that shapes not only how a case is fought, but whether it is fought at all.

A Distinctive Procedural Question in Shareholder Petitions

A key procedural feature that distinguishes shareholder winding up petitions is found under Order 12(1)(b)  CWR in the question of how the proceedings should be characterised: should it be treated as a proceeding against the company, or as an inter partes dispute between shareholders?

This issue frequently arises in petitions based on just and equitable grounds, where the substantive conflict lies not with the company as a corporate entity, but between competing shareholder factions – typically, one or more minority shareholders (as petitioners) and the majority (as respondents).

Where the Court makes a direction under Order 12(1)(b) that the proceeding is to be treated as an inter partes dispute, the effect is that the company is excluded from active participation in the litigation. As a result, for the purpose of any subsequent costs orders, the company is not treated as the losing party, and any costs awarded to the successful party will be borne not from company assets, but by the party against whom the costs order is made – subject to the Court’s overall discretion under Order 62 of the Grand Court Rules.

This approach is consistent with the decision in Freerider Limited [1], where the Grand Court held that, because the dispute was in substance between shareholders (Mr. Heinen and Mr. Le Comte), the company should not participate in the proceedings. The Court subsequently ordered  that the company be wound up on just and equitable grounds, and that Mr. Le Comte, as the unsuccessful respondent, pay Mr. Heinen’s costs of the petition and related applications.[2]

Powers of the Court in Winding Up Petitions

Aside from determining whether, on the facts and/or the law, a winding up petition should be granted or dismissed,[3] the Court has additional jurisdiction that is unique to petitions brought by shareholders on just and equitable grounds.

In such cases, the Court may exercise its equitable discretion to make alternative orders in lieu of a winding up order. These may include, among other remedies, an order regulating the future conduct of the company’s affairs, or an order requiring that one or more members purchase the shares of another member.[4]

These powers reflect the underlying principle that winding up is a remedy of last resort, and where appropriate, the Court may instead impose a solution that preserves the company while resolving the underlying shareholder dispute.

Conclusion

A winding up petition on just and equitable grounds offers a vital remedy for shareholders facing irreconcilable disputes within a company. While it is a powerful tool, the process is complex and requires careful consideration of the facts and the legal implications. The court will typically view winding up as a last resort, making it essential for shareholders to have expert legal guidance to assess the viability of such a petition.

Through section 92(e) of the Act and the procedural architecture of the CWR, the Financial Services Division of the Grand Court is equipped with broad powers to assess each case on its merits and craft an outcome that is fair, proportionate, and responsive to the parties’ underlying commercial relationship.

Importantly, the Court’s discretion is not confined to granting or dismissing a petition; it may, where appropriate, fashion alternative relief to protect the interests of shareholders without dissolving the company. The procedural distinction under Order 12(1)(b) CWR – between proceedings against the company and inter partes shareholder disputes – further demonstrates the nuanced approach the Court takes in balancing justice, efficiency, and fairness.

For shareholders navigating serious disputes, understanding the substantive principles and procedural intricacies of just and equitable winding up is critical. Timely legal advice and strategic engagement with the framework set out in the Act and the CWR can often mean the difference between an orderly resolution and prolonged, value-destructive litigation.

[1]               (2009 CILR 604)

[2]               (2010 (1) CILR 486)

[3]               The Powers of the court are contained in section 95 of the Act

[4]               Section 95(3) of the Act

Highlighting a recent case in the Cayman Islands, [2025] CIGC (FSD) 44 – Re Rasmala Trade Finance Fund (2) (“Re: Rasmala Trade Finance Fund (2)”), HSM Partner and Head of Litigation Kerrie Cox covers an important and often overlooked distinction between court pleadings and affidavits.

Court pleadings are formal legal documents filed by each party to set out their claims, defences, and overall positions in the litigation. They define the issues in dispute and establish the framework within which the court will determine the case.

By contrast, affidavits are formal evidentiary documents intended to support each parties case as defined in the pleadings. Their primary function is to provide factual evidence relevant to the issues already pleaded. They should remain within the scope of the pleadings, adhere strictly to matters of fact, and are not the appropriate vehicle for introducing new claims or allegations that have not already been formally pleaded. Their role is to support the case – not to ambush the opposing party by raising new allegations for the first time.

Occasionally, affidavits stray beyond the scope of the pleaded issues, and in some cases may introduce serious, unpleaded allegations such as fraud or dishonesty. This is procedurally improper. Such conduct risks exceeding the permissible evidential boundaries of the case and may give rise to procedural unfairness, particularly where the opposing party has not been given adequate notice through the formal pleading process.

Exception

By virtue of Order 18, rule 12(2) of the Grand Court Rules (GCR), the court has discretion to order that an affidavit stand as a pleading. The rule provides:

“…the Court may order a party to serve on any other party particulars of any claim, defence, or other matter stated in that party’s pleading, or in any affidavit of that party ordered to stand as a pleading, or a statement of the nature of the case on which the party relies…” [emphasis added]

This means that an affidavit, in and of itself, does not constitute a pleading. However, if the court expressly orders it, an affidavit can be treated as such, effectively elevating its contents to the same procedural and legal status as a formal pleading.

This power is typically exercised in exceptional or procedural circumstances where, for example, the affidavit is being used to define a party’s case in lieu of (or in addition to) a formal pleading. Importantly, unless such an order is made, allegations raised in an affidavit that are not already pleaded carry no procedural weight and cannot expand the scope of the issues before the court. This principle helps to preserve fairness and clarity in litigation by ensuring that the parties are bound by the issues formally raised and notified in the pleadings.

Conventional remedy available

Absent of the exception above, a party who is the subject of new and unpleaded allegations introduced through an affidavit may seek relief by applying to the court to strike out the offending portions under Order 41, rule 6 of the GCR. This rule empowers the court to strike out from an affidavit:

“any matter which is scandalous, irrelevant or otherwise oppressive.”

This ensures that the evidential record remains confined to properly pleaded issues and protects the opposing party from procedural unfairness. Such an application should be brought promptly and ideally well in advance of trial to allow the court to address any potential prejudice or imbalance in the proceedings.

Re: Rasmala Trade Finance Fund (2)

The case concerned a winding-up petition brought on a just and equitable basis against the Rasmala Trade Finance Fund (Fund), for which the trial was scheduled to begin on 21 May 2025.

On 23 April 2025, the Fund filed a summons seeking to postpone the trial, citing new and serious allegations – some bordering on dishonesty – raised by the Petitioner in a late affidavit (4th affidavit of Mr. Trikha).

The Fund’s Position

The Fund argued that these allegations, which were not pleaded in a previously amended petition, would unfairly ambush it at trial without giving it adequate time to respond. The Fund sought to vacate the trial and applied that the Petitioner be directed to file a re-amended petition to formally plead all new allegations – particularly those involving fraud, negligence, misrepresentation, and willful default – citing O.18, r.12(2) (as set out above) and O.20, r.8(1), GCR:

“A party must in any pleading subsequent to a statement of claim plead specifically any matter, for example, performance, release, any relevant statute of limitation, fraud or any fact showing illegality –

(a) which the party alleges makes any claim or defence of the opposite party not maintainable; or

(b) which, if not specifically pleaded, must take the opposite party by surprise; or

(c) which raises issues of fact not arising out of the preceding pleading.

The Fund maintained that fairness demanded clarity and an opportunity to answer the new claims properly before trial.

The Petitioner’s Response

The Petitioner resisted the adjournment and challenged the court’s jurisdiction to make the type of order sought by the Fund. Principally, it was submitted that O.18, r.12(2) GCR was not applicable since the affidavit had not been ordered to stand as a pleading.

As for GCR O.20, r.8(1), the reported submissions of Counsel – whilst acknowledging the broad requirement for the content of pleadings – were grounded in a fundamental procedural principle: namely, that it is the role of the Judge to determine the issues identified and framed by the parties, not to compel a party to pursue a case they have chosen not to plead.

The Court’s findings

The Judge sided largely with the Petitioner on legal principle, concluding:

  • The court lacks jurisdiction to compel a party to amend its case merely to reflect evidence that has not been previously pleaded.
  • The proper route for the Fund would have been to apply to strike out irrelevant or scandalous parts of the 4th affidavit of Mr. Trikha under GCR O.41, r.6. No such application had been made.
  • While the Fund’s desire for procedural clarity was understandable, the solution did not lie in a court-ordered adjournment or compelled amendment.

Importantly, the Judge clarified that any attempt to introduce new or unpleaded allegations – whether found in the 4th affidavit of Mr. Trikha or elsewhere – would not be permitted.

Conclusions

The ruling in Re: Rasmala Trade Finance Fund (2) reaffirms the foundational importance of pleadings in civil litigation. It warns litigants against attempting to raise serious and complex allegations (such as fraud or dishonesty) for the first time in late-stage affidavits, without appropriate amendments to their pleadings. Additionally, this decision reflects a firm stance by the Cayman Islands’ court on procedural integrity and the discipline of litigation.

Interestingly, although the Fund’s application was dismissed on procedural grounds, it ultimately achieved a more favourable outcome. Instead of simply obtaining an order requiring the Petitioner to re-amend its pleadings, the Petitioner was effectively prohibited from advancing the new allegations set out in Mr. Trikha’s fourth affidavit altogether.

Kate Cleary, an Intellectual Property Manager at HSM IP, reached out to The Security Centre to get its feedback on registering their trade mark in the Cayman Islands. Kate spoke with Natasha Whitelocke (Director – Admin, Compliance & Regulatory Affairs) and Bernice Theron (PA/Project Coordinator).

HSM IP is a specialist intellectual property law practice based in the Cayman Islands and protects creative works (trade marks, patents, copyright, designs and domain names) throughout the Caribbean and Latin America.

The Security Centre Limited, established in 2000, is a full-service private security firm in the Cayman Islands. It offers top-of-the-line digital security products and has a team of highly trained security officers.

HSM IP: Why is registering your trade mark important to you?
The Security Centre: “Registering our trade mark was about protecting more than just a logo—it’s about protecting our identity and the trust we’ve built in the Cayman community. As a full-service security provider, we are in the business of protecting others, so it made sense to take the same approach with our own brand.”

The Security Centre’s trade mark is crucial to its brand identity and ensures that its services are distinguishable in the market. As the largest and most trusted full-service security company in the Cayman Islands, having a registered trade mark reinforces its commitment to quality and professionalism. It also provides legal protection against unauthorized use by third parties.

HSM IP: How did you find the process of registering your trade mark?
The Security Centre: “The process was very smooth and straightforward, thanks to the guidance of our legal team at HSM IP and support from the Cayman Islands Intellectual Property Office (CIIPO).”

HSM IP conducted thorough searches to ensure the uniqueness of The Security Centre’s mark and followed the necessary steps to secure its registered rights, which included providing advice and assistance in overcoming some issues the CIIPO raised during the application process, and making the experience as straightforward and as seamless as possible.

HSM IP: What would you say to other businesses who are thinking about registering their trade mark?
The Security Centre: “We highly recommend registering your trade mark, as it provides legal protection and helps distinguish your brand in an often-crowded marketplace. It demonstrates professionalism and commitment to your business, and can be an invaluable tool in addressing any potential legal issues related to brand identity. Taking necessary steps to register your trade mark is an investment in the long-term success and safety of your business.​ We would tell any business owner: if you believe in the brand you are building, protect it.”

HSM IP: Can you describe the significance or meaning behind the trade mark?
The Security Centre: “In the security industry, having a registered trade mark represents trust, reliability, and professionalism. Such a registration not only legally protects the brand, but also serves to reassure our clients that they are dealing with a credible and established provider. A well-designed trade mark can symbolize vigilance, safety, and strength, while helping the company stand out in a market where trust is of paramount importance.”

From a design perspective, The Security Centre trade mark features a geometric abstract graphic, resembling a shield. The company name is boldly presented in all caps, showcasing its strong and authoritative presence.

HSM IP understands the importance of a logo or name as an asset in building consumer loyalty and maintaining a competitive advantage. We are committed to safeguarding intellectual property for our clients, to ensure that their ideas and creations are secure, protected and free to flourish.

World Intellectual Property Review (WIPR) launched a new Caribbean category in their 2025 Leaders Directory and HSM IP is pleased to have three members of their team recognised: Managing Partner, Huw Moses; Senior IP Manager, Mrinali Menon and IP Manager, Kate Cleary.

The WIPR research team spent months overhauling the methodology, curating a refined list of top-tier IP practitioners across 80 countries and six continents,

HSM Corporate Services Ltd. is pleased to announce that Trisha Peters has joined as a Corporate Services Manager.

Trisha joins HSM with over 20 years of legal and corporate experience in the Cayman Islands. She is well-versed in all aspects of corporate administration and registered office services, including company incorporations, voluntary liquidations, strike-offs, and statutory filings.

Trisha oversees entity formations, annual maintenance, due diligence, and regulatory reporting requirements. Her expertise spans key areas such as beneficial ownership, economic substance, and ongoing compliance with local regulations. She is also skilled in managing client relationships, ensuring the timely and efficient delivery of services tailored to their unique needs.

HSM Managing Partner, Huw Moses, OBE shares: “We are excited to have Trisha join our team with her strong track record working within the Cayman Islands legal framework. Having Trisha on our team will strengthen our commitment to delivering corporate excellence.”

In her role, Trisha will manage a team of administrators, offering mentorship, guidance, and strategic oversight. Her ability to navigate regulatory changes and streamline internal processes will contribute to enhanced operational efficiency across the board.

We are proud to share that HSM has been nominated for the following Best of Cayman Islands categories: Immigration Law, Family Law, Divorce Law, Law Firm, Estate Law, and Immigration Services.

Thanks to your support we won Gold in 2023 and 2024 for Immigration Law. We truly appreciate your trust and the opportunity to work with you.

If you valued our services, help us win by casting your vote:

https://bestofcaymanislands.org/vote/hsmchambers/

You can vote once a day, every day until 20 June 2025.

On 22 May 2025, the Government of the Cayman Islands published their intention to introduce term limits for non-Caymanian civil servants in the Cayman Islands.

Civil servants have always been excluded from term limits. As such, these changes will require legislative change and as a result one can expect, in the near future, a number of Bills being put before Parliament seeking to enact the changes the Government wish.

It would appear that some of the changes that the Government are seeking to bring into force will be mirrored in the Private Sector, i.e. an extension of the rollover period from 1-2 years. A change of this nature will also require a change in the current Immigration Act.

It is proposed that from the date of commencement; term limits will apply to both existing and new non-Caymanian civil servants. Existing non-Caymanian civil service employees will have 1 January 2026 as the start date for their term limit.

HSM Partner Alastair David strongly recommends that any individual who is concerned about their status in the Cayman Islands to obtain legal advice about the potential ramifications for the changes proposed. It is also suggested that anyone who can either apply for Permanent Residence or the Right to be Caymanian or will be able to apply in the near future should strongly consider doing so. HSM Chambers stands ready to provide advice to those people who wish to understand their position here.

HSM IP has been named Caribbean Firm of the Year by the Managing IP Awards 2025 Americas.

Mrinali Menon (HSM IP Senior Manager) accepted our award at their Awards Ceremony on 24 April 2025.

More than 200 guests attended the ceremony in New York City at Gotham Hall to celebrate the biggest achievements in the IP law sector across the Americas over the past year.

This achievement is a result of the incredible dedication and hard work of our IP team. We are deeply thankful to our amazing clients for their continued trust and support.

The Managing IP Awards programme recognises remarkable IP achievements and developments in the last year. Now in its 20th year, the awards cover several intellectual property practice areas and more than 50 jurisdictions.

Thank you to Managing IP for this honour and congratulations to the other outstanding candidates.


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