ELLIOTT INTERNATIONAL, L P AND OTHERS v. THE BANK OF EAST ASIA, LTD AND OTHERS

ELLIOTT INTERNATIONAL, L P AND OTHERS v. THE BANK OF EAST ASIA, LTD AND OTHERS

The strike-out application was dismissed because it was not plain and obvious that the Petition was brought for an impermissible collateral purpose; the court must be cautious in rejecting sworn assertions of motive and mixed or complex motives mean the claim cannot be declared unsustainable at strike-out stage and should proceed to full trial.

Citation
[2018] HKCFI 1647
Parties
1st Petitioner: ELLIOTT INTERNATIONAL, L P; 2nd Petitioner: THE LIVERPOOL LIMITED PARTNERSHIP; 3rd Petitioner: ARTAN INVESTMENTS LIMITED; 4th Petitioner: FRASCO INVESTMENTS LIMITED; 5th Petitioner: MILTON INVESTMENTS LIMITED; 6th Petitioner: PARLAN INVESTMENTS LIMITED; 7th Petitioner: TREVET INVESTMENTS LIMITED; 1st Respondent: THE BANK OF EAST ASIA, LIMITED; 2nd Respondent: SIR DAVID LI KWOK PO; 3rd Respondent: ADRIAN DAVID LI MAN KIU; 4th Respondent: BRIAN DAVID LI MAN BUN; 5th Respondent: ARTHUR LI KWOK CHEUNG; 6th Respondent: AUBREY LI KWOK SING; 7th Respondent: RICHARD LI TZAR KAI; 8th Respondent: ERIC LI FOOK CHUEN; 9th Respondent: STEPHEN CHARLES LI KWOK SZE; 10th Respondent: ISIDRO FAINÉ CASAS; 11th Respondent: PETER LEE KA KIT; 12th Respondent: ALLAN WONG CHI YUN; 13th Respondent: WONG CHUNG HIN; 14th Respondent: WINSTON LO YAU LAI; 15th Respondent: KHOO KAY PENG; 16th Respondent: KENNETH LO CHIN MING; 17th Respondent: WILLIAM DOO WAI HOI; 18th Respondent: KUOK KHOON EAN; 19th Respondent: VALIANT CHEUNG KIN PIU
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
13 July 2018
Case Number
HCMP1812/2016
Procedural Posture
Companies Ordinance Petition (s724) / Interlocutory Strike Out Application (dismissed)
Outcome
Strike-out application dismissed
Legal Topics
Abuse of Process, Strike Out, Directors' Conduct, Share Placements, Takeover Strategy, Disclosure (s740)
Source Language
EN
Company Law Civil Procedure Equity Abuse of Process Strike Out Directors' Conduct Share Placements Takeover Strategy +1 more

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Parties

ELLIOTT INTERNATIONAL, L P

1st Petitioner

THE LIVERPOOL LIMITED PARTNERSHIP

2nd Petitioner

ARTAN INVESTMENTS LIMITED

3rd Petitioner

FRASCO INVESTMENTS LIMITED

4th Petitioner

MILTON INVESTMENTS LIMITED

5th Petitioner

PARLAN INVESTMENTS LIMITED

6th Petitioner

TREVET INVESTMENTS LIMITED

7th Petitioner

THE BANK OF EAST ASIA, LIMITED

1st Respondent

SIR DAVID LI KWOK PO

2nd Respondent

ADRIAN DAVID LI MAN KIU

3rd Respondent

BRIAN DAVID LI MAN BUN

4th Respondent

ARTHUR LI KWOK CHEUNG

5th Respondent

AUBREY LI KWOK SING

6th Respondent

RICHARD LI TZAR KAI

7th Respondent

ERIC LI FOOK CHUEN

8th Respondent

STEPHEN CHARLES LI KWOK SZE

9th Respondent

ISIDRO FAINÉ CASAS

10th Respondent

PETER LEE KA KIT

11th Respondent

ALLAN WONG CHI YUN

12th Respondent

WONG CHUNG HIN

13th Respondent

WINSTON LO YAU LAI

14th Respondent

KHOO KAY PENG

15th Respondent

KENNETH LO CHIN MING

16th Respondent

WILLIAM DOO WAI HOI

17th Respondent

KUOK KHOON EAN

18th Respondent

VALIANT CHEUNG KIN PIU

19th Respondent

Procedural Posture

Companies Ordinance Petition (s724) / Interlocutory Strike Out Application (dismissed)

Legal Issues

  1. 1 Whether the petition is an abuse of process because advanced for a collateral purpose (to facilitate a takeover)
  2. 2 Whether the petition is plainly and obviously unsustainable and should be struck out
  3. 3 Whether mixed motives invalidate a petition seeking relief under s724

Ratio Decidendi

The strike-out application was dismissed because it was not plain and obvious that the Petition was brought for an impermissible collateral purpose; the court must be cautious in rejecting sworn assertions of motive and mixed or complex motives mean the claim cannot be declared unsustainable at strike-out stage and should proceed to full trial.

Court Disposition

Strike-out application dismissed

Orders

  • Strike-out application dismissed
  • 2nd to 19th Respondents ordered to pay the Petitioners' costs forthwith with a certificate for two counsel