LAI YUET CHUN v. SUPER DELUXE INTERNATIONAL LTD AND OTHERS

LAI YUET CHUN v. SUPER DELUXE INTERNATIONAL LTD AND OTHERS

The respondents failed to show a plain and obvious case to strike out or stay the petition because their offers were not plainly reasonable (deficiencies in equality of arms, treatment of shareholder loans, valuation basis and costs), the winding-up prayer could not be struck out as plainly unreasonable, the petitioner's specific discovery was relevant, and on the merits the petitioner established wrongful exclusion of Mr Ng from management entitling her to relief under section 168A/just and equitable grounds; accordingly the 2nd to 4th respondents must pay the petitioner's costs for the strike out summons, the discovery summons and the petition.

Citation
LAI YUET CHUN v. SUPER DELUXE INTERNATIONAL LTD AND OTHERS
Parties
Petitioner: Lai Yuet Chun; 1st Respondent: Super Deluxe International Limited; 2nd Respondent: Poon Hin Pong; 3rd Respondent: Lau Cheuk Lam; 4th Respondent: Li Oi Lan, Twinkle
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 June 2003
Case Number
HCCW186/2001
Procedural Posture
Companies (winding Up) / Decision on Costs Following Settlement and Tomlin Order
Outcome
Petitioner awarded costs; 2nd to 4th respondents ordered to pay petitioner's costs of the respondents' strike out summons, the petitioner's discovery summons and the petition; order nisi that 2nd to 4th respondents pay the petitioner's costs of this hearing.
Legal Topics
Shareholder Oppression, Just and Equitable Winding Up, Section 168 a Buy Out Remedy, Strike Out for Abuse of Process, Specific Discovery, Costs Follow the Event, Tomlin Order
Source Language
EN
Company Law Insolvency Law Civil Procedure Costs Law Shareholder Oppression Just and Equitable Winding Up Section 168 a Buy Out Remedy Strike Out for Abuse of Process +3 more

Case Brief

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Parties

Lai Yuet Chun

Petitioner

Super Deluxe International Limited

1st Respondent

Poon Hin Pong

2nd Respondent

Lau Cheuk Lam

3rd Respondent

Li Oi Lan, Twinkle

4th Respondent

Procedural Posture

Companies (winding Up) / Decision on Costs Following Settlement and Tomlin Order

Legal Issues

  1. 1 Whether respondents' strike out/stay application was plain and obvious and should succeed
  2. 2 Whether the prayer for winding up could be struck out as unreasonable
  3. 3 Whether the respondents' offers to buy shares were 'plainly reasonable' under O'Neill v Phillips principles

Ratio Decidendi

The respondents failed to show a plain and obvious case to strike out or stay the petition because their offers were not plainly reasonable (deficiencies in equality of arms, treatment of shareholder loans, valuation basis and costs), the winding-up prayer could not be struck out as plainly unreasonable, the petitioner's specific discovery was relevant, and on the merits the petitioner established wrongful exclusion of Mr Ng from management entitling her to relief under section 168A/just and equitable grounds; accordingly the 2nd to 4th respondents must pay the petitioner's costs for the strike out summons, the discovery summons and the petition.

Court Disposition

Petitioner awarded costs; 2nd to 4th respondents ordered to pay petitioner's costs of the respondents' strike out summons, the petitioner's discovery summons and the petition; order nisi that 2nd to 4th respondents pay the petitioner's costs of this hearing.

Orders

  • The 2nd to 4th respondents do pay the petitioner\'s costs in the respondents\' strike out summons in any event
  • The 2nd to 4th respondents do pay the petitioner\'s costs in the petitioner\'s discovery summons in any event