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Aggie Grey's Hotel Ltd v Grey [2025] WSCA 5 (19 June 2025)

IN THE COURT OF APPEAL OF SAMOA
Aggie Grey’s Hotel Ltd & Ors v Grey & Ors [2025] WSCA 5 (19 June 2025)

IN THE COURT OF APPEAL OF SAMOA
HELD AT MULINUU

BETWEEN:

AGGIE GREY’S HOTEL LIMITED

First Appellant

AND:

LEONARD CHENG, WANYENG HE, and ZUZHENG LIU

Second Appellants

AND:

GREY INVESTMENT GROUP LIMITED (IN RECEIVERSHIP)

Third Appellant

AND:

AGNES GENEVIVE LOTZE GREY, MARYANNA MARINA GREY AND ADAM BRUKE as trustees of the AGGIE GREY’S GRANDCHILDREN TRUST

First Respondents

AND:

ALAN GREY LIMITED

Second Respondent

AND:

FREDERICK ALAN GREY

Third Respondent

Hearing: 10 June 2025

Coram: Hon. Justice Harrison
Hon. Justice Asher
Hon. Justice Young
Hon. Justice Nelson

Counsel: T. Lamb and M. Kersey for the First and Second Appellants
K. Koria and M Crawford for the First Defendant
F. Ioane on behalf of P. Fepuleai for the Second Defendant

M. Lemisio, K. Francis & S. McNae for the Proposed Third and Fourth Plaintiffs

Judgment: 19 June 2025

JUDGMENT OF THE COURT

1. These appeals were called in open Court on 10 June 2025.
2. In advance of the hearing counsel filed a memorandum setting out the terms of proposed draft orders for the disposition of this appeal.
3. After hearing from counsel we make the orders sought by consent on the terms annexed to this judgment.

HON. JUSTICE HARRISON
HON. JUSTICE ASHER
HON. JUSTICE YOUNG
HON. JUSTICE NELSON

Aggie Grey’s Hotel Ltd v Grey & Ors
CA13/24
Draft orders in relation to appeal against Supreme Court judgment dated 29 August 2024 in CP81/21 (“Judgment”)

Caveat appeals withdrawn

1. The Appellants’ appeals against the Judgment insofar as they relate to caveats 66901 and 66693 are withdrawn by consent.

Joinder appeals dismissed subject to conditions

2. The Appellants’ appeals against the Judgment insofar as they relate to joinder of the Third Defendants in CP81/21 (SC Proceedings) (the First Respondents in this appeal) (Trustees) are dismissed by consent, subject to the conditions below that the Court imposes pursuant to rule 32 of the Supreme Court (Civil Procedure) Rules 1980 and section 17 of the Judicature Act 2020.^[1]

Conditions

3. The First Defendant (the Third Appellant), Grey Investment Group Limited (in receivership) (GIG) admits to the relief claimed by the Trustees at paragraphs A to D of the prayer for relief in the Trustees’ Statement of Defence and Counterclaim dated 13 September 2024 (Trustees’ Counterclaims) including that it stands as trustee for all former registered shareholders of the First Plaintiff (former shareholders).
4. Except as admitted above by GIG, the Trustees’ Counterclaims shall be stayed pending any further order of the Court granted under paragraph 5.c. below.
5. The Trustees’ rights as parties to the SC Proceeding shall be limited to:
   • (a) Being served with all documents filed with the Court or served on the parties;
   • (b) Being heard as of right in support of or opposition to:
     • (i) any discontinuance or (partial or complete) withdrawal of the GIG’s Counterclaims against the Plaintiffs;
     • (ii) any admission by GIG of the Plaintiffs’ claims; and
     • (iii) any substantive appeal to the extent not pursued by GIG;
   • (c) Being heard on any other matter with prior leave of the Court, which shall be granted only if the Trustees’ substantive interests diverge from the interests or position of GIG and not in relation to matters of procedure and shall not seek any such leave without first giving GIG 5 working days’ written notice; and
   • (d) pBeing entitled to appeal only on matters on which the Trustees are entitled to be heard (whether as of right or with leave of the Court) or otherwise with leave of the Court.
6. In the SC Proceedings, the Trustees shall not be liable to costs nor entitled to costs as against the existing First and Second Plaintiffs and GIG and Second Defendant save in circumstances where they have exercised their rights under paragraph 5 above. GIG reserves its rights in relation to seeking to apportion the costs of the SC proceedings amongst all former shareholders including the Trustees.

Costs of the Judgment and Appeals

7. There is no order as to costs in this Court or the Supreme Court in relation to the Judgment or the Appeals.

^[1] These conditions reflect the specific capacity in which the Third Defendants have been joined as parties.