YUEN SAU FAI AND OTHERS v. YUN JIP AUTO SERVICES LTD AND OTHERS

YUEN SAU FAI AND OTHERS v. YUN JIP AUTO SERVICES LTD AND OTHERS

The petition, on its allegations assumed true for the strike‑out application, asserts acts (misappropriation of funds, wrongful removal of directors, seizure of company books and chop, and a dismissed director continuing to act) that relate to the conduct of the company and demonstrate lack of probity; those allegations show unfairly prejudicial conduct affecting petitioners as members in a quasi‑partnership company and therefore disclose a reasonable cause of action under section 168A and cannot be struck out under Order 18 rule 19.

Citation
YUEN SAU FAI AND OTHERS v. YUN JIP AUTO SERVICES LTD AND OTHERS
Parties
1st Petitioner: YUEN SAU FAI; 2nd Petitioner: LIU CHUEN WO; 3rd Petitioner: LIU WING CHAN; 4th Petitioner: NG PEI WAH; 1st Respondent: YUN JIP AUTO SERVICES LIMITED; 2nd Respondent: LIU WAI PAK; 3rd Respondent: LAI HUNG KEI; 4th Respondent: LIU CHUN SING; 5th Respondent: LEE MAN CHEONG; 6th Respondent: LUI KI CHEUK; 7th Respondent: CHOI KAM CHUEN; 8th Respondent: WONG TO
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
4 January 1990
Case Number
HCMP2245/1989
Procedural Posture
Companies Petition Under Section 168 a (unfair Prejudice) / Chambers Strike‑out Application Under Order 18 Rule 19 (summons to Strike Out Petition)
Outcome
Application to strike out refused.
Legal Topics
Unfairly Prejudicial Conduct, Oppression/just and Equitable Winding Up, Order 18 Rule 19 Strike Out, Quasi‑partnerships
Source Language
EN
Company Law Civil Procedure Unfairly Prejudicial Conduct Oppression/just and Equitable Winding Up Order 18 Rule 19 Strike Out Quasi‑partnerships

Case Brief

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Parties

YUEN SAU FAI

1st Petitioner

LIU CHUEN WO

2nd Petitioner

LIU WING CHAN

3rd Petitioner

NG PEI WAH

4th Petitioner

YUN JIP AUTO SERVICES LIMITED

1st Respondent

LIU WAI PAK

2nd Respondent

LAI HUNG KEI

3rd Respondent

LIU CHUN SING

4th Respondent

LEE MAN CHEONG

5th Respondent

LUI KI CHEUK

6th Respondent

CHOI KAM CHUEN

7th Respondent

WONG TO

8th Respondent

Procedural Posture

Companies Petition Under Section 168 a (unfair Prejudice) / Chambers Strike‑out Application Under Order 18 Rule 19 (summons to Strike Out Petition)

Legal Issues

  1. 1 Whether the petition discloses a reasonable cause of action under Order 18 rule 19(1)(a)
  2. 2 Whether alleged acts relate to petitioners in their capacity as members rather than merely as directors or creditors
  3. 3 Whether the alleged conduct amounts to unfairly prejudicial conduct involving lack of probity sufficient to justify remedies under s168A

Ratio Decidendi

The petition, on its allegations assumed true for the strike‑out application, asserts acts (misappropriation of funds, wrongful removal of directors, seizure of company books and chop, and a dismissed director continuing to act) that relate to the conduct of the company and demonstrate lack of probity; those allegations show unfairly prejudicial conduct affecting petitioners as members in a quasi‑partnership company and therefore disclose a reasonable cause of action under section 168A and cannot be struck out under Order 18 rule 19.

Court Disposition

Application to strike out refused.

Orders

  • Application to strike out petition refused
  • Order nisi for costs to the petitioners