Cayman Islands Court of Appeal Clarifies Limited Partner Disclosure Rights Under Section 22 ELPA

The Cayman Islands Court of Appeal has issued a landmark judgment in Neoma Private Equity Fund IV L.P. v. Abraaj ABOF IV SPV Limited, providing critical clarity on the disclosure obligations owed to limited partners under section 22 of the Exempted Limited Partnership Act (ELPA).

Background

The case arose from the aftermath of the Abraaj Group’s collapse. The Respondent, a limited partner in the Neoma Private Equity Fund IV L.P. (formerly Abraaj Buyout Fund IV L.P.), disputed its capital account balance (CAB), which exceeded a $50 million difference from the general partner’s assessment. The Respondent sought extensive disclosure to verify its position, citing section 22 of the ELPA and its rights under the fund’s Limited Partnership Agreement.

The Grand Court granted summary judgment compelling disclosure. The Appellants, represented by Susan Prevezer KC and James Kennedy of KSG Attorneys at Law, challenged this decision, arguing the scope of section 22 had been misapplied.

The Court of Appeal’s Findings
The Court of Appeal overturned the Grand Court’s decision, holding that:

• Section 22 does not confer an absolute right to all documents held by the general partner.
• Limited partners are entitled to “true and full information” sufficient to gain a comprehensive understanding of the partnership’s business and financial condition.
• Determining whether this threshold is met requires a fact-specific inquiry—summary judgment was therefore inappropriate given the presence of triable issues.
• The Respondent had pursued its application via an unsuitable procedural route.

Significance for Fund Managers and Investors
This ruling introduces a more measured, context-dependent interpretation of statutory disclosure rights under Cayman law. It underscores the need for fund managers to ensure that limited partners receive adequate insight—without necessarily granting unrestricted access to internal documentation.

The decision will be of particular relevance to those managing or investing in offshore structures, reinforcing the importance of a transparent yet practicable approach to information rights.