CHEUNG POH CHOO v. CHIN LAN HONG AND OTHERS

CHEUNG POH CHOO v. CHIN LAN HONG AND OTHERS

The court applied authorities requiring that conduct relied upon under s.168A be conduct in the affairs of the particular company before the court; where allegations relate solely to other companies and do not impinge on the subject company's affairs or affect the petitioner qua member of that company, those allegations disclose no reasonable cause of action under s.168A and must be struck out; only interactions that materially involve the subject company can be considered.

Citation
CHEUNG POH CHOO v. CHIN LAN HONG AND OTHERS
Parties
Petitioner: Cheung Poh Choo; 1st Respondent: Chin Lan Hong; 2nd Respondent: Cheung Kee Wee; 3rd Respondent: Cheung Lin Wee; 4th Respondent: Cheung Ying Wai; 5th Respondent (hcmp 4751/2002): Ka Ka Realty Limited; 5th Respondent (hcmp 4752/2002): Lipoyuen Properties Limited; 5th Respondent (hcmp 4753/2002): Shinta Realty Limited; 5th Respondent (hcmp 4755/2002): E. Tung Construction Company Limited; 5th Respondent (hcmp 4757/2002): E. Fu Property Limited; 5th Respondent (hcmp 4758/2002): Da Lee Kai Property Management Limited; 5th Respondent (hcmp 4759/2002): Dapoly Properties Limited; 5th Respondent (hcmp 4760/2002): E. Wah Construction Company Limited; 5th Respondent (hcmp 4762/2002): Katong Realty Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 September 2003
Case Number
HCMP4755/2002
Procedural Posture
Companies Petition Under Section 168 A, Companies Ordinance Cap.32 / Interlocutory Strike‑out Application Heard in Chambers; Decision Handed Down
Outcome
Application granted in part: numerous specified parts of each of the nine petitions struck out for failing to allege conduct in the affairs of the subject company; directions given for amended petitions and costs awarded to the 1st‑4th respondents.
Legal Topics
Unfairly Prejudicial Conduct, Section 168 a, Strike‑out (order 18 Rule 19/inherent Jurisdiction), Abuse of Process, Directors and Shareholder Disputes, Jurisdictional Scope
Source Language
EN
Company Law Civil Procedure Equity Unfairly Prejudicial Conduct Section 168 a Strike‑out (order 18 Rule 19/inherent Jurisdiction) Abuse of Process Directors and Shareholder Disputes +1 more

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Parties

Cheung Poh Choo

Petitioner

Chin Lan Hong

1st Respondent

Cheung Kee Wee

2nd Respondent

Cheung Lin Wee

3rd Respondent

Cheung Ying Wai

4th Respondent

Ka Ka Realty Limited

5th Respondent (hcmp 4751/2002)

Lipoyuen Properties Limited

5th Respondent (hcmp 4752/2002)

Shinta Realty Limited

5th Respondent (hcmp 4753/2002)

E. Tung Construction Company Limited

5th Respondent (hcmp 4755/2002)

E. Fu Property Limited

5th Respondent (hcmp 4757/2002)

Da Lee Kai Property Management Limited

5th Respondent (hcmp 4758/2002)

Dapoly Properties Limited

5th Respondent (hcmp 4759/2002)

E. Wah Construction Company Limited

5th Respondent (hcmp 4760/2002)

Katong Realty Limited

5th Respondent (hcmp 4762/2002)

Procedural Posture

Companies Petition Under Section 168 A, Companies Ordinance Cap.32 / Interlocutory Strike‑out Application Heard in Chambers; Decision Handed Down

Legal Issues

  1. 1 Whether alleged conduct in the petitions constitutes conduct in the affairs of the subject company for the purposes of s.168A
  2. 2 Whether complaints concerning other companies can be relied on in a petition against a given subject company where there is no interaction affecting that subject company
  3. 3 Whether parts of the petitions disclose no reasonable cause of action or are frivolous/vexatious and thus should be struck out

Ratio Decidendi

The court applied authorities requiring that conduct relied upon under s.168A be conduct in the affairs of the particular company before the court; where allegations relate solely to other companies and do not impinge on the subject company's affairs or affect the petitioner qua member of that company, those allegations disclose no reasonable cause of action under s.168A and must be struck out; only interactions that materially involve the subject company can be considered.

Court Disposition

Application granted in part: numerous specified parts of each of the nine petitions struck out for failing to allege conduct in the affairs of the subject company; directions given for amended petitions and costs awarded to the 1st‑4th respondents.

Orders

  • Struck out paragraphs 33–41 in HCMP Nos. 4751, 4752, 4753, 4755, 4757, 4758, 4760 and 4762 (alleged undervalue sales by Dapoly) as unrelated to those subject companies; allegations in HCMP 4759 (Dapoly) left intact.
  • Struck out unsecured/interest‑free loan allegations or specified parts thereof in the respective petitions as set out in the judgment (detailed deletions to paragraphs 42–46 and Annex V across the HCMP files) where not related to the subject company.