SHEARMAN & STERLING (a firm) AND OTHERS v. ASIA-PAC INFRASTRUCTURE DEVELOPMENT LIMITED (in creditor’s voluntary liquidation) AND OTHERS

SHEARMAN & STERLING (a firm) AND OTHERS v. ASIA-PAC INFRASTRUCTURE DEVELOPMENT LIMITED (in creditor’s voluntary liquidation) AND OTHERS

The Shearman Parties lacked sufficient interest to invoke the statutory jurisdiction to remove the liquidators because their position was effectively adverse to the estate and they were not unsecured creditors entitled to participate in distribution; binding authorities (Deloitte v Johnson and Li Xiao Yi) restrict...

Source-derived case information.

Citation
[2022] HKCFI 218
Parties
1st Plaintiff: SHEARMAN & STERLING; 2nd Plaintiff: SHEARMAN & STERLING LLP; 3rd Plaintiff: ANTONIA E. STOLPER; 4th Plaintiff: DOUGLAS P. BARTNER; 5th Plaintiff: ANDREW V. TENZER; 6th Plaintiff: HSIAO-CHIUNG LI; 7th Plaintiff: MATTHEW D. BERSANI; 8th Plaintiff: EDWARD L. TURNER III; 1st Defendant: ASIA PAC INFRASTRUCTURE DEVELOPMENT LIMITED (in creditor's voluntary liquidation); 2nd Defendant (liquidator): ALAN CHUNG WAH TANG; 3rd Defendant (liquidator): ANITA CHUNG MAN HOU
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
19 January 2022
Case Number
HCMP2719/2017
Procedural Posture
Removal of Liquidators Under Companies (winding Up and Miscellaneous Provisions) Ordinance (cap 32) / Decision on Originating Summons (application Dismissed)
Outcome
Originating Summons dismissed for want of standing; application alternatively dismissed on merits
Legal Topics
Removal of Liquidator, Standing/locus Standi, Creditors' Rights, Fiduciary Duties and Conflicts of Interest, Voluntary Liquidation, Costs Orders
Source Language
en
Company Law Insolvency/corporate Insolvency Civil Procedure Removal of Liquidator Standing/locus Standi Creditors' Rights Fiduciary Duties and Conflicts of Interest Voluntary Liquidation +1 more

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Parties

SHEARMAN & STERLING

1st Plaintiff

SHEARMAN & STERLING LLP

2nd Plaintiff

ANTONIA E. STOLPER

3rd Plaintiff

DOUGLAS P. BARTNER

4th Plaintiff

ANDREW V. TENZER

5th Plaintiff

HSIAO-CHIUNG LI

6th Plaintiff

MATTHEW D. BERSANI

7th Plaintiff

EDWARD L. TURNER III

8th Plaintiff

ASIA PAC INFRASTRUCTURE DEVELOPMENT LIMITED (in creditor's voluntary liquidation)

1st Defendant

ALAN CHUNG WAH TANG

2nd Defendant (liquidator)

ANITA CHUNG MAN HOU

3rd Defendant (liquidator)

Procedural Posture

Removal of Liquidators Under Companies (winding Up and Miscellaneous Provisions) Ordinance (cap 32) / Decision on Originating Summons (application Dismissed)

Legal Issues

  1. 1 Whether the Shearman Parties have locus standi to apply for removal of the liquidators
  2. 2 Whether Tang's and Hou's conduct establishes cause for removal
  3. 3 Whether, if Tang were removable, Hou should also be removed

Ratio Decidendi

The Shearman Parties lacked sufficient interest to invoke the statutory jurisdiction to remove the liquidators because their position was effectively adverse to the estate and they were not unsecured creditors entitled to participate in distribution; binding authorities (Deloitte v Johnson and Li Xiao Yi) restrict standing to persons with a legitimate interest (creditors/contributories), therefore the originating summons was dismissed for want of standing.

Court Disposition

Originating Summons dismissed for want of standing; application alternatively dismissed on merits

Orders

  • Originating Summons dismissed
  • Costs nisi: the Shearman Parties shall bear the costs of the Originating Summons, to be summarily assessed