ROSSLYN SERVICES LTD. v. MILIBOW ASSETS LTD. AND OTHERS

ROSSLYN SERVICES LTD. v. MILIBOW ASSETS LTD. AND OTHERS

The court exercised its discretion to allow the proposed re-amendments and the joinder of Wellko Industrial (BVI) Limited because the amendments raised matters necessary to determine the real controversy, the opposing parties had antecedent notice, the issues were factually connected and there remained time before trial; challenges to the valuer's determination are substantial matters to be decided at trial rather than on the amendment applications.

Citation
ROSSLYN SERVICES LTD. v. MILIBOW ASSETS LTD. AND OTHERS
Parties
Plaintiff (hca 3810); 1st Defendant (hca 3994): Milibow Assets Limited; Defendant (hca 3810): Dooyang Hong Kong Limited; Plaintiff (hca 3994): Rosslyn Services Limited; 2nd Defendant (hca 3994); 2nd Defendant to Counterclaim (hca 3810): Wellko Industrial (BVI) Limited; 3rd Defendant (hca 3994): Nagy Akram el-Azar; 4th Defendant (hca 3994): Herman To Yung Sing; 5th Defendant (hca 3994): Edmond Ip Tak Chuen
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
27 August 2001
Case Number
HCA3994/2000
Procedural Posture
Civil: Interlocutory Applications in Company/share Disputes (amendment of Pleadings, Joinder, Challenge to Valuation) / Interlocutory — Applications Heard in Chambers Pending Trial (pre Trial)
Outcome
Leave to re-amend pleadings granted in both actions; leave to join Wellko Industrial (BVI) Limited as 2nd defendant to DHK's counterclaim granted; other outstanding interlocutory applications adjourned; costs nisi ordered as specified.
Legal Topics
Amendment of Pleadings, Joinder of Parties to Counterclaim, Challenge to Expert/auditor Valuation, Specific Performance and Share Transfer, Interlocutory Injunctions, Costs Orders
Source Language
EN
Company Law Contract Law Civil Procedure Arbitration and Expert Determination Valuation Disputes Amendment of Pleadings Joinder of Parties to Counterclaim Challenge to Expert/auditor Valuation +3 more

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Parties

Milibow Assets Limited

Plaintiff (hca 3810); 1st Defendant (hca 3994)

Dooyang Hong Kong Limited

Defendant (hca 3810)

Rosslyn Services Limited

Plaintiff (hca 3994)

Wellko Industrial (BVI) Limited

2nd Defendant (hca 3994); 2nd Defendant to Counterclaim (hca 3810)

Nagy Akram el-Azar

3rd Defendant (hca 3994)

Herman To Yung Sing

4th Defendant (hca 3994)

Edmond Ip Tak Chuen

5th Defendant (hca 3994)

Procedural Posture

Civil: Interlocutory Applications in Company/share Disputes (amendment of Pleadings, Joinder, Challenge to Valuation) / Interlocutory — Applications Heard in Chambers Pending Trial (pre Trial)

Legal Issues

  1. 1 Whether leave should be granted to amend pleadings late in the timetable
  2. 2 Whether Wellko Industrial (BVI) Limited should be joined as a defendant to the counterclaim
  3. 3 Whether the auditor/valuer (Deloittes) determination can be challenged in court or is final as expert determination

Ratio Decidendi

The court exercised its discretion to allow the proposed re-amendments and the joinder of Wellko Industrial (BVI) Limited because the amendments raised matters necessary to determine the real controversy, the opposing parties had antecedent notice, the issues were factually connected and there remained time before trial; challenges to the valuer's determination are substantial matters to be decided at trial rather than on the amendment applications.

Court Disposition

Leave to re-amend pleadings granted in both actions; leave to join Wellko Industrial (BVI) Limited as 2nd defendant to DHK's counterclaim granted; other outstanding interlocutory applications adjourned; costs nisi ordered as specified.

Orders

  • HCA 3810/2000: Leave granted to DHK to join Wellko Industrial (BVI) Limited as 2nd defendant by counterclaim.
  • HCA 3810/2000: Leave granted to re-amend the Amended Defence and Counterclaim in the form attached to the 29 June 2001 summons as revised within 2 days of judgment (specific textual corrections as noted).