ALVAREZ & MARSAL ASIA LTD v. NICHOLAS TIMOTHY CORNFORTH HILL

ALVAREZ & MARSAL ASIA LTD v. NICHOLAS TIMOTHY CORNFORTH HILL

The court exercised Order 24 jurisdiction to order specific discovery of certain identified classes of documents (classes 4,5,6,8,9,11,12) and ordered production of the assignments of the Thai and Malaysian loans, but refused a general trawl of A&M's books of account and refused the inspection application under s121 because there was clear proof of a collateral improper purpose (use of statutory demand/winding up pressure and litigational context) justifying denial of inspection; costs allocated as specified.

Citation
ALVAREZ & MARSAL ASIA LTD v. NICHOLAS TIMOTHY CORNFORTH HILL
Parties
Plaintiff (also Defendant in HCMP 2461/2006); Non Executive Director of A&m: Nicholas Timothy Cornforth Hill; Defendant (also Plaintiff in HCMP 2461/2006): Alvarez & Marsal Asia Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 June 2008
Case Number
HCMP2461/2006
Procedural Posture
Civil Proceedings: Contractual and Debt Dispute With Discovery and Inspection Applications / Pre Trial Rulings on Discovery and Inspection Applications (ruling Dated 3 June 2008)
Outcome
Partial grant of discovery applications; partial dismissal of discovery and dismissal of inspection application
Legal Topics
Director's Right of Inspection Under S121 Companies Ordinance, Specific Discovery (order 24 Rhc), Statutory Demand and Winding Up Injunction, Interpretation of Contractual Term 'net Book Value', Costs and Indemnity Costs
Source Language
EN
Company Law Contract Law Civil Procedure Insolvency Law Director's Right of Inspection Under S121 Companies Ordinance Specific Discovery (order 24 Rhc) Statutory Demand and Winding Up Injunction Interpretation of Contractual Term 'net Book Value' +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 11 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

Nicholas Timothy Cornforth Hill

Plaintiff (also Defendant in HCMP 2461/2006); Non Executive Director of A&m

Alvarez & Marsal Asia Limited

Defendant (also Plaintiff in HCMP 2461/2006)

Procedural Posture

Civil Proceedings: Contractual and Debt Dispute With Discovery and Inspection Applications / Pre Trial Rulings on Discovery and Inspection Applications (ruling Dated 3 June 2008)

Legal Issues

  1. 1 Whether A&M is liable for the Fixed Assets and Deposits Debt and the Subsidiaries Loans Debt
  2. 2 What 'Net Book Value' meant in the transfer agreements
  3. 3 Whether Mr Hill, as director, has a right to inspect A&M's books under s121 Companies Ordinance and whether that right can be denied for improper collateral purpose

Ratio Decidendi

The court exercised Order 24 jurisdiction to order specific discovery of certain identified classes of documents (classes 4,5,6,8,9,11,12) and ordered production of the assignments of the Thai and Malaysian loans, but refused a general trawl of A&M's books of account and refused the inspection application under s121 because there was clear proof of a collateral improper purpose (use of statutory demand/winding up pressure and litigational context) justifying denial of inspection; costs allocated as specified.

Court Disposition

Partial grant of discovery applications; partial dismissal of discovery and dismissal of inspection application

Orders

  • A&M ordered to produce copies of the assignments of the loans from A&M to the local partner/management of the Thai and Malaysian subsidiaries
  • Discovery ordered for classes of documents numbered 4,5,6,8,9,11 and 12 in the Writ Action application (HCA 56/2007) that have not already been disclosed