KONHILL INTERNATIONAL LTD. v. DAI PAI DONG RETAIL SHOPS CO. LTD. AND OTHERS

KONHILL INTERNATIONAL LTD. v. DAI PAI DONG RETAIL SHOPS CO. LTD. AND OTHERS

Court struck out specified matrimonial‑origin evidence for contravening r.121 and as peripheral, found petitioners had established several prima facie instances of misappropriation, misfeasance, governance failures and deadlock sufficient to justify appointment of provisional liquidators for Boldwin, Maintain Profits and Myriad Gold, and granted a Mareva injunction restraining CSC from disposing assets up to HK$45,482,716.00 with a personal undertaking in damages by LWD; orders for costs were made nisi in the cause with certificate for two counsel.

Citation
KONHILL INTERNATIONAL LTD. v. DAI PAI DONG RETAIL SHOPS CO. LTD. AND OTHERS
Parties
Petitioner / Plaintiff (derivative Action and Contributory/creditor): Junestar Investment Corporation; Petitioner / Plaintiff (contributory; Counterclaimant): Law Wai Duen Nina; Company Subject to Winding Up / 1st Defendant in Action: Boldwin Construction Company Limited; Opposing Contributory / 2nd Defendant: Chan Shiu Chick; Company Subject to Winding Up: Maintain Profits Limited; Company Subject to Winding Up: Myriad Gold Corporation; Related Trading Company / Major Asset of Maintain Profits and Myriad Gold: B.F. Construction Company Limited; Shareholder / Opposing Contributory in Boldwin Petition: Rocky Limited; Third‑party Lender/purchaser Under Loan and Option Agreements (cheung Kong Group): Bomina Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
31 October 2002
Case Number
HCA1036/2002
Procedural Posture
Companies Winding Up Petitions; Derivative Action; Mareva Injunction (interlocutory Applications) / Interlocutory Applications for Appointment of Provisional Liquidators and Mareva Injunction — Decision on Evidence and Reliefs
Outcome
Interlocutory relief granted in part: evidence struck out as specified; provisional liquidators appointed for Boldwin, Maintain Profits and Myriad Gold; Mareva injunction granted with specified limit and undertaking; costs reserved (nisi in cause).
Legal Topics
Provisional Liquidation, Winding‑up on Just and Equitable Grounds, Mareva (freezing) Injunction, Directors' Fiduciary Duties and Misfeasance, Admissibility of Matrimonial Documents, Deadlock on Board, Derivative Action
Source Language
EN
Company Law Insolvency Equity and Fiduciary Duties Civil Procedure Matrimonial Procedure Provisional Liquidation Winding‑up on Just and Equitable Grounds Mareva (freezing) Injunction +4 more

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Parties

Junestar Investment Corporation

Petitioner / Plaintiff (derivative Action and Contributory/creditor)

Law Wai Duen Nina

Petitioner / Plaintiff (contributory; Counterclaimant)

Boldwin Construction Company Limited

Company Subject to Winding Up / 1st Defendant in Action

Chan Shiu Chick

Opposing Contributory / 2nd Defendant

Maintain Profits Limited

Company Subject to Winding Up

Myriad Gold Corporation

Company Subject to Winding Up

B.F. Construction Company Limited

Related Trading Company / Major Asset of Maintain Profits and Myriad Gold

Rocky Limited

Shareholder / Opposing Contributory in Boldwin Petition

Bomina Limited

Third‑party Lender/purchaser Under Loan and Option Agreements (cheung Kong Group)

Procedural Posture

Companies Winding Up Petitions; Derivative Action; Mareva Injunction (interlocutory Applications) / Interlocutory Applications for Appointment of Provisional Liquidators and Mareva Injunction — Decision on Evidence and Reliefs

Legal Issues

  1. 1 Whether parts of evidence derived from matrimonial proceedings should be struck out under r.121 Matrimonial Causes Rules
  2. 2 Whether petitioners have made a good prima facie case for winding‑up of Boldwin, Maintain Profits and Myriad Gold
  3. 3 Whether appointment of provisional liquidators is appropriate given alleged misfeasance, board deadlock and asset preservation needs

Ratio Decidendi

Court struck out specified matrimonial‑origin evidence for contravening r.121 and as peripheral, found petitioners had established several prima facie instances of misappropriation, misfeasance, governance failures and deadlock sufficient to justify appointment of provisional liquidators for Boldwin, Maintain Profits and Myriad Gold, and granted a Mareva injunction restraining CSC from disposing assets up to HK$45,482,716.00 with a personal undertaking in damages by LWD; orders for costs were made nisi in the cause with certificate for two counsel.

Court Disposition

Interlocutory relief granted in part: evidence struck out as specified; provisional liquidators appointed for Boldwin, Maintain Profits and Myriad Gold; Mareva injunction granted with specified limit and undertaking; costs reserved (nisi in cause).

Orders

  • Strike out specified parts of CSC\'s 1st affirmation in HCCW No.340 (paras 22‑24, 42, 59, 60, 62)
  • Strike out exhibits 12, 21, 41–52 to CSC\'s 1st affirmation in HCCW No.340