NG WAI SANG AND ANOTHER v. HO PO YENG AND OTHERS

NG WAI SANG AND ANOTHER v. HO PO YENG AND OTHERS

Court found a continuing mutual understanding since incorporation that shareholders would participate in management (quasi-partnership); petitioners were unfairly and prejudicially excluded from management and the supplier notices were prejudicial; petitioners' subsequent conduct did not cause the breakdown in trust and confidence; winding up was refused and equitable relief was granted by ordering the 1st to 4th respondents to purchase the petitioners' shares, with costs ordered against the 1st to 4th respondents.

Citation
NG WAI SANG AND ANOTHER v. HO PO YENG AND OTHERS
Parties
1st Petitioner: NG WAI SANG; 2nd Petitioner: KWONG LAP WAI; 1st Respondent: HO PO YENG; 2nd Respondent (deceased; Personal Representative Madam Lau Chun Substituted): HO WAI MAN; 3rd Respondent: HO MING CHUN; 4th Respondent: HO HIN MING; 5th Respondent (the Company): HANG SANG ENGINEERING FACTORY LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
20 March 2007
Case Number
HCCW456/2005
Procedural Posture
Companies (winding Up) Petition Under Companies Ordinance S168 a and Just and Equitable Ground / Final Judgment of Court of First Instance Delivered 20 March 2007
Outcome
Petition dismissed insofar as winding up sought; order nisi made for buy-out of petitioners' shares by 1st to 4th respondents; costs ordered against 1st to 4th respondents.
Legal Topics
Unfairly Prejudicial Conduct, Just and Equitable Winding Up, Section 168 a Buy Out Relief, Minority Shareholder Protection, Quasi Partnership
Source Language
EN
Company Law Equity Commercial Law Unfairly Prejudicial Conduct Just and Equitable Winding Up Section 168 a Buy Out Relief Minority Shareholder Protection Quasi Partnership

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Parties

NG WAI SANG

1st Petitioner

KWONG LAP WAI

2nd Petitioner

HO PO YENG

1st Respondent

HO WAI MAN

2nd Respondent (deceased; Personal Representative Madam Lau Chun Substituted)

HO MING CHUN

3rd Respondent

HO HIN MING

4th Respondent

HANG SANG ENGINEERING FACTORY LIMITED

5th Respondent (the Company)

Procedural Posture

Companies (winding Up) Petition Under Companies Ordinance S168 a and Just and Equitable Ground / Final Judgment of Court of First Instance Delivered 20 March 2007

Legal Issues

  1. 1 Whether a mutual understanding existed that shareholders would participate in management (quasi-partnership)
  2. 2 Whether respondents' conduct was unfair and prejudicial under s168A/just and equitable
  3. 3 Whether petitioners' conduct destroyed mutual trust and confidence (clean hands)

Ratio Decidendi

Court found a continuing mutual understanding since incorporation that shareholders would participate in management (quasi-partnership); petitioners were unfairly and prejudicially excluded from management and the supplier notices were prejudicial; petitioners' subsequent conduct did not cause the breakdown in trust and confidence; winding up was refused and equitable relief was granted by ordering the 1st to 4th respondents to purchase the petitioners' shares, with costs ordered against the 1st to 4th respondents.

Court Disposition

Petition dismissed insofar as winding up sought; order nisi made for buy-out of petitioners' shares by 1st to 4th respondents; costs ordered against 1st to 4th respondents.

Orders

  • Order nisi that 1st to 4th respondents purchase the shares of the petitioners in Hang Sang Engineering Factory Limited
  • Leave to parties to restore the hearing for consequential directions (estimated two hours); parties to file draft directions three days before restoration