CHAN CHUN KUEN AND ANOTHER v. GANG PIAO JIA LTD AND ANOTHER

CHAN CHUN KUEN AND ANOTHER v. GANG PIAO JIA LTD AND ANOTHER

The court held that the buyback right in Clauses 3.12 and 4.3 is enforceable and not subject to the alleged condition precedents; GPJ failed to prove consensual termination at the October 2016 meeting; Chan is entitled to specific performance for the repurchase at HK$2,000,000; Lau did not validly resign and remained a director and breached fiduciary duties by operating a competing business and must account for profits and be restrained.

Citation
[2025] HKCFI 2781
Parties
1st Plaintiff: Chan Chun Kuen; 2nd Plaintiff: Motorland Wealth Management Group Co. Ltd; 1st Defendant: Gang Piao Jia Limited; 2nd Defendant: Lau Sui Hing (also known as Lau Siu Hing)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
30 June 2025
Case Number
HCA2783/2018
Procedural Posture
Civil: Contract and Company (share Buyback; Fiduciary Duties) / Judgment (trial Concluded)
Outcome
Judgment for the plaintiffs in part: specific performance for Chan against GPJ; account of profits and injunction against Lau for Motorland; costs orders nisi in favour of respective plaintiffs
Legal Topics
Buyback/right of Repurchase, Contractual Interpretation, Condition Precedent, Termination by Mutual Consent, Director Resignation and Companies Registry Filing, Fiduciary Duties (non‑conflict), Account of Profits, Specific Performance, Injunction, Evidence and Admissibility (subsequent Conduct)
Source Language
EN
Contract Law Company Law Equity and Fiduciary Law Buyback/right of Repurchase Contractual Interpretation Condition Precedent Termination by Mutual Consent Director Resignation and Companies Registry Filing +5 more

Case Brief

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Parties

Chan Chun Kuen

1st Plaintiff

Motorland Wealth Management Group Co. Ltd

2nd Plaintiff

Gang Piao Jia Limited

1st Defendant

Lau Sui Hing (also known as Lau Siu Hing)

2nd Defendant

Procedural Posture

Civil: Contract and Company (share Buyback; Fiduciary Duties) / Judgment (trial Concluded)

Legal Issues

  1. 1 Whether the buyback right under the cooperation agreement is valid and enforceable by Chan
  2. 2 Whether the exercise of the buyback right was subject to alleged condition precedents (HK$2,000,000 investment and development/operation of an App)
  3. 3 Whether the parties mutually agreed to terminate the Agreement on 28 September or 6 October 2016

Ratio Decidendi

The court held that the buyback right in Clauses 3.12 and 4.3 is enforceable and not subject to the alleged condition precedents; GPJ failed to prove consensual termination at the October 2016 meeting; Chan is entitled to specific performance for the repurchase at HK$2,000,000; Lau did not validly resign and remained a director and breached fiduciary duties by operating a competing business and must account for profits and be restrained.

Court Disposition

Judgment for the plaintiffs in part: specific performance for Chan against GPJ; account of profits and injunction against Lau for Motorland; costs orders nisi in favour of respective plaintiffs

Orders

  • Specific performance of Clauses 3(12) and 4(3) of the cooperation agreement dated 17 June 2016 and that the 1st Defendant purchase the 50,000 shares of the 2nd Plaintiff for HK$2,000,000 within 28 days from the date of judgment
  • An account of profits against the 2nd Defendant in respect of breach of fiduciary duties owed to the 2nd Plaintiff relating to involvement in the Competing Business while acting as a director of the 2nd Plaintiff