CHEUNG POH CHOO v. CHIN LAN HONG AND OTHERS

CHEUNG POH CHOO v. CHIN LAN HONG AND OTHERS

The court held that for s168A relief the complained conduct must be conduct in the affairs of the specific company named in the petition; separate corporate entities must be kept distinct and complaints about other companies that do not involve or impinge on the subject company are not relevant and should be struck out. Where it is plain the complaints cannot on any view support unfair prejudice in respect of the subject company those parts must be removed; interactions between companies that materially affect the subject company remain examinable.

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 (ka Ka): Ka Ka Realty Limited; 5th Respondent (lipoyuen): Lipoyuen Properties Limited; 5th Respondent (shinta): Shinta Realty Limited; 5th Respondent (e. Tung Construction): E. Tung Construction Company Limited; 5th Respondent (e. Fu Property): E. Fu Property Limited; 5th Respondent (da Lee Kai): Da Lee Kai Property Management Limited; 5th Respondent (dapoly): Dapoly Properties Limited; 5th Respondent (e. Wah Construction): E. Wah Construction Company Limited; 5th Respondent (katong): Katong Realty Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 September 2003
Case Number
HCMP4752/2002
Procedural Posture
Companies Ordinance S168 a Petitions (unfairly Prejudicial Conduct) / Chambers Hearing on Application to Strike Out Parts of Petitions Under Order 18 R19 and Inherent Jurisdiction; Decision Delivered
Outcome
Strike-out application granted in part; specified parts of each petition struck out; petitioner ordered to file amended petitions; costs awarded to respondents
Legal Topics
Unfair Prejudice Under S168 a, Strike Out (order 18 R19), Abuse of Process, Distinction Between Acts of Company and Acts of Shareholders, Jurisdictional Limits on Relief
Source Language
EN
Company Law Civil Procedure Equity Unfair Prejudice Under S168 a Strike Out (order 18 R19) Abuse of Process Distinction Between Acts of Company and Acts of Shareholders Jurisdictional Limits on Relief

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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 (ka Ka)

Lipoyuen Properties Limited

5th Respondent (lipoyuen)

Shinta Realty Limited

5th Respondent (shinta)

E. Tung Construction Company Limited

5th Respondent (e. Tung Construction)

E. Fu Property Limited

5th Respondent (e. Fu Property)

Da Lee Kai Property Management Limited

5th Respondent (da Lee Kai)

Dapoly Properties Limited

5th Respondent (dapoly)

E. Wah Construction Company Limited

5th Respondent (e. Wah Construction)

Katong Realty Limited

5th Respondent (katong)

Procedural Posture

Companies Ordinance S168 a Petitions (unfairly Prejudicial Conduct) / Chambers Hearing on Application to Strike Out Parts of Petitions Under Order 18 R19 and Inherent Jurisdiction; Decision Delivered

Legal Issues

  1. 1 Whether alleged conduct falls within 'the affairs of the subject company' for purposes of s168A
  2. 2 Whether identical complaints across multiple company petitions constitute an abuse of process or disclose no reasonable cause of action
  3. 3 Whether acts of individual shareholders or related companies can be treated as acts of the subject company absent interactions implicating the subject company

Ratio Decidendi

The court held that for s168A relief the complained conduct must be conduct in the affairs of the specific company named in the petition; separate corporate entities must be kept distinct and complaints about other companies that do not involve or impinge on the subject company are not relevant and should be struck out. Where it is plain the complaints cannot on any view support unfair prejudice in respect of the subject company those parts must be removed; interactions between companies that materially affect the subject company remain examinable.

Court Disposition

Strike-out application granted in part; specified parts of each petition struck out; petitioner ordered to file amended petitions; costs awarded to respondents

Orders

  • Struck out specified paragraphs and annexes in each of the nine petitions which alleged conduct unrelated to the subject company as set out in the judgment
  • Petitioner to file and serve amended petitions in each proceeding within 21 days of the decision with the struck out parts removed