MASTER SUM LTD v. ASIALAND LTD AND OTHERS

MASTER SUM LTD v. ASIALAND LTD AND OTHERS

Court allowed final judgment on parts of the claims: HK$1,500,000 and HK$400,000 against Advance Pharmaceutical Company Limited and HK$137,750 against Loyal Advance Limited, because plaintiffs' evidence on those heads was prima facie sustainable and defendants' factual assertions were inadequate to defeat them at an Order 14 stage; the remainder of the plaintiffs' claims were left for trial with unconditional leave to defend; costs reserved and parties ordered to file submissions on costs.

Citation
MASTER SUM LTD v. ASIALAND LTD AND OTHERS
Parties
1st Plaintiff: Lam Yiu Cho; 2nd Plaintiff: New Rainbow Overseas Incorporated; Plaintiff (hca 2339/2007): Master Sum Limited; 1st Defendant: Asialand Limited; 2nd Defendant: Cheng Chi Heng; 3rd Defendant: Advance Pharmaceutical Company Limited; 4th Defendant: Loyal Advance Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
16 December 2008
Case Number
HCA2339/2007
Procedural Posture
Civil (contract) / Judgment on Summonses Arising From Order 14 Interlocutory Applications
Outcome
Final judgment entered in part for the plaintiffs; remainder of claims adjourned with unconditional leave to defend; costs reserved
Legal Topics
Implied Terms, Dividends and Accounts, Issue Estoppel, Consideration, Stakeholder/agency, Costs
Source Language
EN
Contract Civil Procedure Company Law Tax Law Agency/trusts Implied Terms Dividends and Accounts Issue Estoppel +3 more

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Parties

Lam Yiu Cho

1st Plaintiff

New Rainbow Overseas Incorporated

2nd Plaintiff

Master Sum Limited

Plaintiff (hca 2339/2007)

Asialand Limited

1st Defendant

Cheng Chi Heng

2nd Defendant

Advance Pharmaceutical Company Limited

3rd Defendant

Loyal Advance Limited

4th Defendant

Procedural Posture

Civil (contract) / Judgment on Summonses Arising From Order 14 Interlocutory Applications

Legal Issues

  1. 1 Whether an implied term should be read into the share sale agreement requiring Asialand to assist in obtaining IRD confirmation
  2. 2 Whether the plaintiffs' claim against Asialand and guarantor Cheng was premature or should have been brought against the stakeholder
  3. 3 Whether Asialand breached clause 11 by failing to cause AP to issue accounts or declare dividends

Ratio Decidendi

Court allowed final judgment on parts of the claims: HK$1,500,000 and HK$400,000 against Advance Pharmaceutical Company Limited and HK$137,750 against Loyal Advance Limited, because plaintiffs' evidence on those heads was prima facie sustainable and defendants' factual assertions were inadequate to defeat them at an Order 14 stage; the remainder of the plaintiffs' claims were left for trial with unconditional leave to defend; costs reserved and parties ordered to file submissions on costs.

Court Disposition

Final judgment entered in part for the plaintiffs; remainder of claims adjourned with unconditional leave to defend; costs reserved

Orders

  • Final judgment for HK$1,500,000 against Advance Pharmaceutical Company Limited
  • Final judgment for HK$400,000 against Advance Pharmaceutical Company Limited