TAM SHUK YIN, ANNY v. CHOI KWOK CHAN AND OTHERS

TAM SHUK YIN, ANNY v. CHOI KWOK CHAN AND OTHERS

The petitioner established unfairly prejudicial conduct by the 1st respondent in relation to Active Team, Advance Wise, Wise Apex and Richmond based on persistent failure to supply and rectify accounting records, wrongful refusal to perform the Bonus Agreement, diversion and non-payment of rent to Richmond, refusal to revise the Management Agreement despite material changes and other obstructive conduct; the court granted declaratory and monetary reliefs, ordered accounting adjustments, directed valuations on the petition date (17 September 2004), awarded interest from petition presentation, and terminated the Management Agreement effective 16 August 2003.

Citation
TAM SHUK YIN, ANNY v. CHOI KWOK CHAN AND OTHERS
Parties
Petitioner: Tam Shuk Yin, Anny; 1st Respondent: Choi Kwok Chan; 2nd Respondent: Fung Lai Mei Betty; 3rd Respondent: Active Team International Limited; 4th Respondent: Advance Wise Development Limited; 5th Respondent: Wise Apex Enterprises Limited; 6th Respondent: Richmond Properties and Trading Company Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
14 June 2007
Case Number
HCMP2399/2004
Procedural Posture
Section 168 a Petition Under the Companies Ordinance (cap.32) / Judgment (court of First Instance)
Outcome
Petition allowed as to claims against the 1st respondent; reliefs granted to petitioner including accounting adjustments, declarations, valuations, buy-out and payment orders and interest; 1st respondent's counterclaims dismissed
Legal Topics
Unfairly Prejudicial Conduct, Section 168 a Companies Ordinance, Bonus Agreement, Management Agreement, Accounting Treatment of Pre Incorporation Liabilities, Dividends and Distributable Profits, Rent and Lease Disputes, Valuation and Buy Out Reliefs, Interest on Judgment Sums
Source Language
EN
Company Law Shareholder Disputes Contract Law Property Law Accounting and Taxation Unfairly Prejudicial Conduct Section 168 a Companies Ordinance Bonus Agreement +6 more

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Parties

Tam Shuk Yin, Anny

Petitioner

Choi Kwok Chan

1st Respondent

Fung Lai Mei Betty

2nd Respondent

Active Team International Limited

3rd Respondent

Advance Wise Development Limited

4th Respondent

Wise Apex Enterprises Limited

5th Respondent

Richmond Properties and Trading Company Limited

6th Respondent

Procedural Posture

Section 168 a Petition Under the Companies Ordinance (cap.32) / Judgment (court of First Instance)

Legal Issues

  1. 1 Whether the 1st respondent engaged in unfairly prejudicial conduct in respect of Active Team, Advance Wise, Wise Apex and Richmond
  2. 2 Whether the Bonus Agreement continued to bind after incorporation and entitlement to unpaid bonuses
  3. 3 Proper accounting treatment of pre-incorporation bonuses and whether petitioner was underpaid

Ratio Decidendi

The petitioner established unfairly prejudicial conduct by the 1st respondent in relation to Active Team, Advance Wise, Wise Apex and Richmond based on persistent failure to supply and rectify accounting records, wrongful refusal to perform the Bonus Agreement, diversion and non-payment of rent to Richmond, refusal to revise the Management Agreement despite material changes and other obstructive conduct; the court granted declaratory and monetary reliefs, ordered accounting adjustments, directed valuations on the petition date (17 September 2004), awarded interest from petition presentation, and terminated the Management Agreement effective 16 August 2003.

Court Disposition

Petition allowed as to claims against the 1st respondent; reliefs granted to petitioner including accounting adjustments, declarations, valuations, buy-out and payment orders and interest; 1st respondent's counterclaims dismissed

Orders

  • Appoint independent valuer and independent surveyor; if parties cannot agree within 14 days, parties to seek directions
  • Valuation date for shares in Active Team, Advance Wise, Wise Apex and properties of Richmond fixed as date of presentation of petition (17 September 2004)