DONG FEI v. AMERASIA GLOBAL PROPERTY LTD AND ANOTHER

DONG FEI v. AMERASIA GLOBAL PROPERTY LTD AND ANOTHER

The application to bring forward the substantive determination of HCMP 1040/2018 was dismissed because there was no real change of circumstances warranting variation of the prior early‑trial directions; the amended s.570 claim was not clearly unanswerable without regard to AGPL's linked claims (pre‑emptive right and...

Source-derived case information.

Citation
[2019] HKCFI 1475
Parties
Plaintiff (hca 1202/2018); 1st Defendant (hcmp 1040/2018); Petitioner (hcmp 1089/2018): Amerasia Global Property Limited; 1st Defendant (hca 1202/2018); Plaintiff (hcmp 1040/2018); 1st Respondent (hcmp 1089/2018): Dong Fei; 2nd Defendant (hca 1202/2018 & HCMP 1040/2018); 2nd Respondent (hcmp 1089/2018): Treasure (HK) Investment Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
14 June 2019
Case Number
HCMP1040/2018
Procedural Posture
Company/shareholder Disputes (specific Performance, Unfair Prejudice, S.570 CO Application) / Interlocutory Applications at Pre Trial Stage; Application to Bring Forward Substantive Determination of HCMP 1040/2018
Outcome
Application to bring forward substantive determination of HCMP 1040/2018 dismissed with costs; no order made on AGPL's interlocutory injunction summons in HCMP 1089/2018
Legal Topics
Section 570 Companies Ordinance, Unfair Prejudice Petition, Pre Emptive Rights, Quasi Partnership, Case Management, Interlocutory Injunction
Source Language
en
Company Law Civil Procedure Injunctions Shareholder Disputes Section 570 Companies Ordinance Unfair Prejudice Petition Pre Emptive Rights Quasi Partnership +2 more

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Parties

Amerasia Global Property Limited

Plaintiff (hca 1202/2018); 1st Defendant (hcmp 1040/2018); Petitioner (hcmp 1089/2018)

Dong Fei

1st Defendant (hca 1202/2018); Plaintiff (hcmp 1040/2018); 1st Respondent (hcmp 1089/2018)

Treasure (HK) Investment Limited

2nd Defendant (hca 1202/2018 & HCMP 1040/2018); 2nd Respondent (hcmp 1089/2018)

Procedural Posture

Company/shareholder Disputes (specific Performance, Unfair Prejudice, S.570 CO Application) / Interlocutory Applications at Pre Trial Stage; Application to Bring Forward Substantive Determination of HCMP 1040/2018

Legal Issues

  1. 1 Whether the court should vary earlier case management directions to bring forward substantive determination of HCMP 1040/2018
  2. 2 Whether the s.570 Companies Ordinance application for a court-ordered general meeting is clearly unanswerable and can be summarily determined before linked proceedings
  3. 3 Whether alleged oral shareholders' agreement/quasi-partnership prevents exercise of statutory rights and justifies injunctive relief

Ratio Decidendi

The application to bring forward the substantive determination of HCMP 1040/2018 was dismissed because there was no real change of circumstances warranting variation of the prior early‑trial directions; the amended s.570 claim was not clearly unanswerable without regard to AGPL's linked claims (pre‑emptive right and unfair prejudice), the risk of unfair prejudice and the proximity of the scheduled consolidated trial meant the balance favored maintaining the status quo; accordingly summary determination was inappropriate and the application failed.

Court Disposition

Application to bring forward substantive determination of HCMP 1040/2018 dismissed with costs; no order made on AGPL's interlocutory injunction summons in HCMP 1089/2018

Orders

  • Application in HCMP 1040/2018 dismissed with costs
  • Costs to be taxed if not agreed