RE RATONAL INDUSTRIAL LTD

RE RATONAL INDUSTRIAL LTD

The court dismissed the application to strike out or stay: there is a serious triable issue whether the alleged forfeiture of Ciba's shares was valid or procured in bad faith, and the court should not strike out the section 168A petition nor require locus to be determined in other proceedings given overlap of issues; the conclusive-evidence provision does not preclude a challenge where bad faith is alleged.

Citation
RE RATONAL INDUSTRIAL LTD
Parties
Petitioner: Ciba International Limited; 1st Respondent: Mr Tung Ka Hung; 2nd Respondent: Mr Wong Chi Sang Navis; 3rd Respondent: Ratonal Industrial Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
20 March 2003
Case Number
HCCW1193/2002
Procedural Posture
Companies (winding‑up) No. 1193 of 2002 / Interlocutory — Application to Strike Out/dismiss Petition and for Stay
Outcome
Application to strike out or dismiss the petition and application for stay dismissed
Legal Topics
Forfeiture of Shares, Locus to Petition (standing), Section 168 a Companies Ordinance, Just and Equitable Winding Up, Bad Faith/ulterior Motive
Source Language
EN
Company Law Insolvency Civil Procedure Forfeiture of Shares Locus to Petition (standing) Section 168 a Companies Ordinance Just and Equitable Winding Up Bad Faith/ulterior Motive

Case Brief

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Parties

Ciba International Limited

Petitioner

Mr Tung Ka Hung

1st Respondent

Mr Wong Chi Sang Navis

2nd Respondent

Ratonal Industrial Limited

3rd Respondent

Procedural Posture

Companies (winding‑up) No. 1193 of 2002 / Interlocutory — Application to Strike Out/dismiss Petition and for Stay

Legal Issues

  1. 1 Whether petitioner Ciba had locus to seek relief under section 168A given alleged prior forfeiture of its shares
  2. 2 Whether the alleged forfeiture was valid or procured in bad faith and therefore challengeable despite statutory 'conclusive evidence' provision
  3. 3 Whether the petition should be struck out or stayed pending other proceedings

Ratio Decidendi

The court dismissed the application to strike out or stay: there is a serious triable issue whether the alleged forfeiture of Ciba's shares was valid or procured in bad faith, and the court should not strike out the section 168A petition nor require locus to be determined in other proceedings given overlap of issues; the conclusive-evidence provision does not preclude a challenge where bad faith is alleged.

Court Disposition

Application to strike out or dismiss the petition and application for stay dismissed

Orders

  • Application dismissed
  • Costs of the application to the petitioner in any event, including costs reserved at earlier directions hearing on 11 November 2002