WONG SEE SIK v. WONG LAP YAN AND ANOTHER

WONG SEE SIK v. WONG LAP YAN AND ANOTHER

Strike out granted: the winding up prayer and paragraphs 70-73 of the petition were struck out because the company is solvent and profitable, the pleaded grounds (failed negotiation, uncertain ability to pay, alleged deadlock, need for investigation) do not show a reasonable prospect of a winding up order, and a buy...

Source-derived case information.

Citation
[2021] HKCFI 1817
Parties
Petitioner: Wong See Sik (黃思昔); 1st Respondent: Wong Lap Yan (黃立仁); 2nd Respondent: Sang Kee Restaurant Limited (生記飯店有限公司)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
23 June 2021
Case Number
HCCW179/2019
Procedural Posture
Companies (winding Up) Proceedings / Summons to Strike Out Petition (interlocutory Chambers Hearing)
Outcome
Strike out §§70-73 and the prayer for winding up in the Petition
Legal Topics
Unfair Prejudice, Winding Up (just and Equitable), Buy Out Order, Strike Out Application, Investigation by Liquidator, Quasi Partnership/deadlock
Source Language
en
Company Law Insolvency Civil Procedure Equity Unfair Prejudice Winding Up (just and Equitable) Buy Out Order Strike Out Application +2 more

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Parties

Wong See Sik (黃思昔)

Petitioner

Wong Lap Yan (黃立仁)

1st Respondent

Sang Kee Restaurant Limited (生記飯店有限公司)

2nd Respondent

Procedural Posture

Companies (winding Up) Proceedings / Summons to Strike Out Petition (interlocutory Chambers Hearing)

Legal Issues

  1. 1 Whether the petition discloses a reasonable ground for winding up the company
  2. 2 Whether the winding up prayer is frivolous, vexatious or an abuse of process such that it should be struck out
  3. 3 Whether alternative relief (buy out order under ss 724-725 CO) is adequate to address the petitioner’s complaints

Ratio Decidendi

Strike out granted: the winding up prayer and paragraphs 70-73 of the petition were struck out because the company is solvent and profitable, the pleaded grounds (failed negotiation, uncertain ability to pay, alleged deadlock, need for investigation) do not show a reasonable prospect of a winding up order, and a buy out order is an adequate alternative; undertakings given by R1 and Mother dispelled concerns about enforcement.

Court Disposition

Strike out §§70-73 and the prayer for winding up in the Petition

Orders

  • Paragraphs 70-73 and the prayer for winding up in the Petition are struck out
  • The undertakings offered by Mother and the 1st and 2nd Undertakings offered by R1 are incorporated into the order and will continue until determination of the Petition or further order of the Court