WINBLESS INC v. SILVER SHADOW CO LTD AND OTHERS

WINBLESS INC v. SILVER SHADOW CO LTD AND OTHERS

Leave to appeal was granted only on Grounds 1–3 because the respondents demonstrated more than fanciful prospects that the judge below may have erred on points of law (separate legal entity and construction of s327) given Re Yung Kee; however, on the facts (direct holding of assets and activities in Hong Kong) it was not a clear and obvious case that jurisdiction was lacking, so grounds 4–9 were refused as having no reasonable prospects.

Citation
WINBLESS INC v. SILVER SHADOW CO LTD AND OTHERS
Parties
Petitioner (hccw 369/2011 and HCCW 370/2011): WINBLESS INC; 1st Respondent (hccw 369/2011); 1st Respondent (hccw 370/2011); 3rd Respondent (hccw 375/2011): SILVER SHADOW COMPANY LIMITED; 2nd Respondent (hccw 369/2011); 2nd Respondent (hccw 370/2011); 4th Respondent (hccw 375/2011): GRANDYEAR INC; 3rd Respondent (hccw 369/2011); 3rd Respondent (hccw 370/2011); 5th Respondent (hccw 375/2011): AMAZING INC; 4th Respondent (hccw 369/2011); 1st Respondent (hccw 375/2011): CENTRAL BILLION INC; Petitioner (hccw 375/2011): FANCYMIND INC; 4th Respondent (hccw 370/2011); 2nd Respondent (hccw 375/2011): WELLJOY INC; 6th Respondent (hccw 375/2011): FULL BENEFIT PROPERTY CORP
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
12 May 2014
Case Number
HCCW370/2011
Procedural Posture
Companies Winding Up Proceedings Under Section 327 of the Companies Ordinance (cap 32) / Application for Leave to Appeal Against Decision Denying Striking Out; Decision on Leave to Appeal
Outcome
Granted leave to appeal limited to Grounds 1 to 3; refused leave on Grounds 4 to 9; petitioners' summons of 2 May 2014 dismissed.
Legal Topics
Winding Up, Jurisdictional Connection, Separate Legal Entity Doctrine, Striking Out, Leave to Appeal
Source Language
EN
Company Law Civil Procedure Private International Law Winding Up Jurisdictional Connection Separate Legal Entity Doctrine Striking Out Leave to Appeal

Case Brief

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Parties

WINBLESS INC

Petitioner (hccw 369/2011 and HCCW 370/2011)

SILVER SHADOW COMPANY LIMITED

1st Respondent (hccw 369/2011); 1st Respondent (hccw 370/2011); 3rd Respondent (hccw 375/2011)

GRANDYEAR INC

2nd Respondent (hccw 369/2011); 2nd Respondent (hccw 370/2011); 4th Respondent (hccw 375/2011)

AMAZING INC

3rd Respondent (hccw 369/2011); 3rd Respondent (hccw 370/2011); 5th Respondent (hccw 375/2011)

CENTRAL BILLION INC

4th Respondent (hccw 369/2011); 1st Respondent (hccw 375/2011)

FANCYMIND INC

Petitioner (hccw 375/2011)

WELLJOY INC

4th Respondent (hccw 370/2011); 2nd Respondent (hccw 375/2011)

FULL BENEFIT PROPERTY CORP

6th Respondent (hccw 375/2011)

Procedural Posture

Companies Winding Up Proceedings Under Section 327 of the Companies Ordinance (cap 32) / Application for Leave to Appeal Against Decision Denying Striking Out; Decision on Leave to Appeal

Legal Issues

  1. 1 Whether there is a sufficient connection between the BVI companies and Hong Kong to invoke extra-territorial jurisdiction under s327
  2. 2 Whether the judge below misapplied the doctrine of separate legal entity in light of Re Yung Kee
  3. 3 Whether assets and activities in Hong Kong, including indirect group connections, can establish sufficient connection

Ratio Decidendi

Leave to appeal was granted only on Grounds 1–3 because the respondents demonstrated more than fanciful prospects that the judge below may have erred on points of law (separate legal entity and construction of s327) given Re Yung Kee; however, on the facts (direct holding of assets and activities in Hong Kong) it was not a clear and obvious case that jurisdiction was lacking, so grounds 4–9 were refused as having no reasonable prospects.

Court Disposition

Granted leave to appeal limited to Grounds 1 to 3; refused leave on Grounds 4 to 9; petitioners' summons of 2 May 2014 dismissed.

Orders

  • Leave to appeal granted on Grounds 1 to 3 only
  • Leave to appeal refused on Grounds 4 to 9