MARRAKESH INVESTMENTS LTD v. TANGIERS HOLDINGS LTD AND ANOTHER

MARRAKESH INVESTMENTS LTD v. TANGIERS HOLDINGS LTD AND ANOTHER

The court granted the agreed validation order in the terms of the appended schedule and ordered the petitioner to pay the costs of the application to the 2nd Respondent/Company forthwith but declined to order costs on an indemnity basis because the conduct did not justify indemnity; the court reiterated the expectation that petitioners cooperate in agreeing uncontentious validation orders and warned that indemnity costs may be imposed in future for uncooperative petitioners.

Citation
MARRAKESH INVESTMENTS LTD v. TANGIERS HOLDINGS LTD AND ANOTHER
Parties
Petitioner: Marrakesh Investments Limited; 1st Respondent: Tangiers Holdings Limited; 2nd Respondent: Jessop & Baird (Hong Kong) Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
9 November 2016
Case Number
HCCW352/2016
Procedural Posture
Companies (winding Up) No 352 of 2016 (unfair Prejudice Petition) / Inter Partes Summons for Validation Order (heard and Decided 9 November 2016)
Outcome
Validation order made in agreed terms; costs to be paid by the Petitioner to the Company forthwith, not on an indemnity basis; liberty to apply.
Legal Topics
Validation Order, Unfair Prejudice Petition, Costs (indemnity V Ordinary), Winding Up as Alternative Relief, Section 182 Companies (winding Up and Miscellaneous Provisions) Ordinance
Source Language
EN
Company Law Insolvency Law Civil Procedure Validation Order Unfair Prejudice Petition Costs (indemnity V Ordinary) Winding Up as Alternative Relief Section 182 Companies (winding Up and Miscellaneous Provisions) Ordinance

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Parties

Marrakesh Investments Limited

Petitioner

Tangiers Holdings Limited

1st Respondent

Jessop & Baird (Hong Kong) Limited

2nd Respondent

Procedural Posture

Companies (winding Up) No 352 of 2016 (unfair Prejudice Petition) / Inter Partes Summons for Validation Order (heard and Decided 9 November 2016)

Legal Issues

  1. 1 Whether a validation order should be granted to validate payments and dispositions made in the ordinary course of the company's business and for legal costs
  2. 2 Whether costs of the summons should be ordered on an indemnity basis against the petitioner
  3. 3 Whether the petitioner acted unreasonably by refusing to agree an otherwise uncontentious validation order

Ratio Decidendi

The court granted the agreed validation order in the terms of the appended schedule and ordered the petitioner to pay the costs of the application to the 2nd Respondent/Company forthwith but declined to order costs on an indemnity basis because the conduct did not justify indemnity; the court reiterated the expectation that petitioners cooperate in agreeing uncontentious validation orders and warned that indemnity costs may be imposed in future for uncooperative petitioners.

Court Disposition

Validation order made in agreed terms; costs to be paid by the Petitioner to the Company forthwith, not on an indemnity basis; liberty to apply.

Orders

  • Validation order in the terms of the appended schedule (appendix paragraphs 1-8)
  • Appendix para 1: Payments or dispositions of property made on or after 3 October 2016 in the ordinary course of the Company's business shall not be void by virtue of section 182 CWUO (Cap.32) unless otherwise ordered