RE MYRIAD GOLD CORPORATION

RE MYRIAD GOLD CORPORATION

The court struck out parts of evidence that derived from matrimonial proceedings in contravention of r.121 and exercised its discretion to appoint provisional liquidators for Boldwin Construction Company Limited, Maintain Profits Limited and Myriad Gold Corporation because petitioners had made out prima facie cases of serious misfeasance, misappropriation and/or complete board deadlock such that provisional intervention was justified to preserve assets and protect creditors and stakeholders; the court also granted a worldwide Mareva injunction against Chan Shiu Chick restrained to HK$45,482,716 with a personal undertaking in damages by Law Wai Duen, Nina, and ordered costs nisi in the...

Citation
RE MYRIAD GOLD CORPORATION
Parties
Petitioner/plaintiff (contributory & Creditor): Junestar Investment Corporation; 1st Defendant / Subject Company (target of Winding Up): Boldwin Construction Company Limited; 2nd Defendant / Opposing Contributory / De Facto Managing Director: Chan Shiu Chick; Petitioner / Contributory / Plaintiff (counterclaim): Law Wai Duen, Nina; Company Subject to Winding Up Petition: Maintain Profits Limited; Company Subject to Winding Up Petition: Myriad Gold Corporation; Associated Operating Company (bf) / Asset of Maintain Profits and Myriad Gold: B.F. Construction Company Limited; Contributory / Shareholder of Boldwin: Rocky Limited; Statutory Interested Party: Official Receiver
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
31 October 2002
Case Number
HCCW346/2002
Procedural Posture
Winding Up Petitions; Derivative Action; Interlocutory Application for Provisional Liquidators and Mareva Injunction / Interlocutory — Applications for Appointment of Provisional Liquidators and for Worldwide Mareva Injunction; Decision on Striking Out Evidence
Outcome
Partial grant of interlocutory relief: parts of challenged evidence struck out; provisional liquidators appointed for Boldwin, Maintain Profits and Myriad Gold with limited powers; worldwide Mareva injunction granted against Chan Shiu Chick up to HK$45,482,716; costs nisi in the cause with certificates for two counsel
Legal Topics
Appointment of Provisional Liquidators, Just and Equitable Winding Up, Mareva Injunction (freezing Order), Breach of Fiduciary Duty and Misfeasance, Disputed Beneficial Ownership of Shares, Inspection Restrictions Under Matrimonial Rules, Balance of Convenience in Interlocutory Relief
Source Language
EN
Company Law Injunctions Equity and Trusts Matrimonial Procedure and Evidence Civil Procedure Appointment of Provisional Liquidators Just and Equitable Winding Up Mareva Injunction (freezing Order) +4 more

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Parties

Junestar Investment Corporation

Petitioner/plaintiff (contributory & Creditor)

Boldwin Construction Company Limited

1st Defendant / Subject Company (target of Winding Up)

Chan Shiu Chick

2nd Defendant / Opposing Contributory / De Facto Managing Director

Law Wai Duen, Nina

Petitioner / Contributory / Plaintiff (counterclaim)

Maintain Profits Limited

Company Subject to Winding Up Petition

Myriad Gold Corporation

Company Subject to Winding Up Petition

B.F. Construction Company Limited

Associated Operating Company (bf) / Asset of Maintain Profits and Myriad Gold

Rocky Limited

Contributory / Shareholder of Boldwin

Official Receiver

Statutory Interested Party

Procedural Posture

Winding Up Petitions; Derivative Action; Interlocutory Application for Provisional Liquidators and Mareva Injunction / Interlocutory — Applications for Appointment of Provisional Liquidators and for Worldwide Mareva Injunction; Decision on Striking Out Evidence

Legal Issues

  1. 1 Whether the petitioner made out a prima facie case for a winding-up order on just and equitable grounds
  2. 2 Whether provisional liquidators should be appointed under s.193 Companies Ordinance to preserve company assets
  3. 3 Whether a Mareva injunction should be granted and the appropriate monetary limit and undertaking

Ratio Decidendi

The court struck out parts of evidence that derived from matrimonial proceedings in contravention of r.121 and exercised its discretion to appoint provisional liquidators for Boldwin Construction Company Limited, Maintain Profits Limited and Myriad Gold Corporation because petitioners had made out prima facie cases of serious misfeasance, misappropriation and/or complete board deadlock such that provisional intervention was justified to preserve assets and protect creditors and stakeholders; the court also granted a worldwide Mareva injunction against Chan Shiu Chick restrained to HK$45,482,716 with a personal undertaking in damages by Law Wai Duen, Nina, and ordered costs nisi in the...

Court Disposition

Partial grant of interlocutory relief: parts of challenged evidence struck out; provisional liquidators appointed for Boldwin, Maintain Profits and Myriad Gold with limited powers; worldwide Mareva injunction granted against Chan Shiu Chick up to HK$45,482,716; costs nisi in the cause with certificates for two counsel

Orders

  • Struck out parts of CSC\'s 1st affirmation in HCCW No.340 (paras 22-24, 42, 59, 60, 62) and exhibits 12,21,41-52; struck out last sentence of para 12 and paras 13 and 15 of LWD\'s 1st affirmation in HCA No.1036
  • Appointed Mr Charles Chan Wai Dune and Mr James Wardell (CCIF Corporate Advisory Services Ltd) joint and several provisional liquidators of Boldwin with powers limited as per summons (sale power deleted initially) until hearing or further order; powers may later be extended to realise assets if necessary