YUENG MAN LOONG MAXLY AND ANOTHER v. TSANG SAU HING BEATRICE AND OTHERS

YUENG MAN LOONG MAXLY AND ANOTHER v. TSANG SAU HING BEATRICE AND OTHERS

The court found a complete breakdown of trust and an irretrievable deadlock between the Tsang and Yeung families in relation to the four companies and that the Yeungs were substantially responsible for that breakdown; accordingly winding up on just and equitable grounds (s177(1)(f)) was justified and ordered for all...

Source-derived case information.

Citation
YUENG MAN LOONG MAXLY AND ANOTHER v. TSANG SAU HING BEATRICE AND OTHERS
Parties
1st Petitioner / 1st Respondent (cross Petition): Beatrice Tsang Sau Hing; 2nd Petitioner / 2nd Respondent (cross Petition): Luana Tsang Sau Kuen; 1st Respondent / 1st Petitioner (cross Petition): Yueng Man Loong Maxly; 2nd Respondent / 2nd Petitioner (cross Petition): Yeung Man Fung; 3rd Respondent: Lo Wai Yin; 4th Respondent: Yeung Tung Shing; 3rd Respondent (cross Petition): Tsang Hon Kong; 5th Respondent / 4th Respondent (cross Petition): Gold Pleasure Industrial Company Limited; 5th Respondent / 4th Respondent (cross Petition): Topville Industrial Company Limited; 5th Respondent / 4th Respondent (cross Petition): Sunville Investment Company Limited; 5th Respondent / 4th Respondent (cross Petition): Boville Industrial Company Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
21 December 2007
Case Number
HCCW130/2007
Procedural Posture
Companies (winding Up) / Judgment (21 December 2007)
Outcome
Winding up orders granted on just and equitable grounds for Gold Pleasure Industrial Co Ltd, Topville Industrial Co Ltd, Sunville Investment Co Ltd and Boville Industrial Co Ltd; cross‑petitions by the Yeungs dismissed.
Legal Topics
Just and Equitable Winding Up, Unfair Prejudice / Buy‑out Under S168 a, Deadlock in Quasi‑partnership, Directors Duties and Accounting Disputes, Inspection of Company/subsidiary Records
Source Language
en
Company Law Insolvency Law Partnership Law Commercial Law Corporate Governance Just and Equitable Winding Up Unfair Prejudice / Buy‑out Under S168 a Deadlock in Quasi‑partnership +2 more

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Parties

Beatrice Tsang Sau Hing

1st Petitioner / 1st Respondent (cross Petition)

Luana Tsang Sau Kuen

2nd Petitioner / 2nd Respondent (cross Petition)

Yueng Man Loong Maxly

1st Respondent / 1st Petitioner (cross Petition)

Yeung Man Fung

2nd Respondent / 2nd Petitioner (cross Petition)

Lo Wai Yin

3rd Respondent

Yeung Tung Shing

4th Respondent

Tsang Hon Kong

3rd Respondent (cross Petition)

Gold Pleasure Industrial Company Limited

5th Respondent / 4th Respondent (cross Petition)

Topville Industrial Company Limited

5th Respondent / 4th Respondent (cross Petition)

Sunville Investment Company Limited

5th Respondent / 4th Respondent (cross Petition)

Boville Industrial Company Limited

5th Respondent / 4th Respondent (cross Petition)

Procedural Posture

Companies (winding Up) / Judgment (21 December 2007)

Legal Issues

  1. 1 Whether there was a just and equitable ground to wind up the four companies under s177(1)(f)
  2. 2 Whether the Yeungs proved unfairly prejudicial conduct by the Tsangs under s168A
  3. 3 Ownership and proper use of the Joint Account and whether withdrawal was misappropriation

Ratio Decidendi

The court found a complete breakdown of trust and an irretrievable deadlock between the Tsang and Yeung families in relation to the four companies and that the Yeungs were substantially responsible for that breakdown; accordingly winding up on just and equitable grounds (s177(1)(f)) was justified and ordered for all four companies. The Yeungs failed to prove unfairly prejudicial conduct by the Tsangs under s168A and their cross‑petitions were dismissed; the proposed buy‑out order was not made.

Court Disposition

Winding up orders granted on just and equitable grounds for Gold Pleasure Industrial Co Ltd, Topville Industrial Co Ltd, Sunville Investment Co Ltd and Boville Industrial Co Ltd; cross‑petitions by the Yeungs dismissed.

Orders

  • Make a winding up order in respect of each of the four companies (Gold Pleasure, Topville, Sunville, Boville)
  • Dismiss each of the Yeungs' cross‑petitions under s168A