HUANG CHUN JEN JERRY v. HECNY SHIPPING LTD AND ANOTHER

HUANG CHUN JEN JERRY v. HECNY SHIPPING LTD AND ANOTHER

Allow minor corrective amendments and paragraph 50A; allow claim for incentive payment after termination only insofar as calculated by reference to the net profit after tax of the 1st plaintiff (Hecny Shipping Limited); refuse amendments seeking entitlement calculated by reference to net profits of other companies because the pleaded material lacks necessary factual particulars to support construction or estoppel by convention (including absence of pleaded detrimental reliance); dismiss the production summons as documents sought are not relevant in light of the permitted amendments; make costs orders against the 1st defendant accordingly.

Citation
HUANG CHUN JEN JERRY v. HECNY SHIPPING LTD AND ANOTHER
Parties
Petitioner (hcmp 996/2013) and Defendant (hca 1126/2007): HUANG CHUN JEN JERRY (also known as HUANG CHUN JEN); 1st Respondent (hcmp 996/2013) and 1st Plaintiff (hca 1126/2007): HECNY SHIPPING LIMITED; 2nd Respondent (hcmp 996/2013) and 2nd Plaintiff (hca 1126/2007): HECNY TRANSPORTATION LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 March 2015
Case Number
HCMP996/2013
Procedural Posture
Companies Ordinance S168 a Application and Related Civil Action Hca1126/2007 (shareholder/employment Dispute) / Pre Trial Interlocutory Applications: Application for Leave to Amend Defence and Counterclaim (fifth Set) and Summons for Production of Documents; Trial Fixed to Commence 13 April 2015
Outcome
Application partially allowed and partially refused; production summons dismissed; costs ordered against the 1st defendant
Legal Topics
Amendment of Pleadings, Document Production/disclosure, Shareholder Agreement Interpretation, Dividends, Estoppel by Convention, Costs
Source Language
EN
Company Law Civil Procedure Contract Law Equity (estoppel) Amendment of Pleadings Document Production/disclosure Shareholder Agreement Interpretation Dividends +2 more

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Parties

HUANG CHUN JEN JERRY (also known as HUANG CHUN JEN)

Petitioner (hcmp 996/2013) and Defendant (hca 1126/2007)

HECNY SHIPPING LIMITED

1st Respondent (hcmp 996/2013) and 1st Plaintiff (hca 1126/2007)

HECNY TRANSPORTATION LIMITED

2nd Respondent (hcmp 996/2013) and 2nd Plaintiff (hca 1126/2007)

Procedural Posture

Companies Ordinance S168 a Application and Related Civil Action Hca1126/2007 (shareholder/employment Dispute) / Pre Trial Interlocutory Applications: Application for Leave to Amend Defence and Counterclaim (fifth Set) and Summons for Production of Documents; Trial Fixed to Commence 13 April 2015

Legal Issues

  1. 1 Whether the proposed amendments to the defence and counterclaim should be allowed
  2. 2 Whether paragraph 50A sufficiently pleads an obligation to purchase shares
  3. 3 Whether a claim that dividends/incentive payments should be calculated by reference to group net profits can be sustained by construction or estoppel by convention

Ratio Decidendi

Allow minor corrective amendments and paragraph 50A; allow claim for incentive payment after termination only insofar as calculated by reference to the net profit after tax of the 1st plaintiff (Hecny Shipping Limited); refuse amendments seeking entitlement calculated by reference to net profits of other companies because the pleaded material lacks necessary factual particulars to support construction or estoppel by convention (including absence of pleaded detrimental reliance); dismiss the production summons as documents sought are not relevant in light of the permitted amendments; make costs orders against the 1st defendant accordingly.

Court Disposition

Application partially allowed and partially refused; production summons dismissed; costs ordered against the 1st defendant

Orders

  • Allow minor amendments (corrections and consequential amendments specified in paragraphs 9,14,22(5),28(4)(c)(ii),39,41,47,48,49,50,53(1),54(A),55A,56(A) and headings)
  • Allow amendment to paragraph 50A (counterclaim concerning alleged obligation to purchase 1st defendant's shares)