SCANTY INVESTMENT CO AND ANOTHER v. BRILLIANT FUNCTIONS LTD AND OTHERS

SCANTY INVESTMENT CO AND ANOTHER v. BRILLIANT FUNCTIONS LTD AND OTHERS

The undertaking was wide enough to bar the Petitioners from commencing BVI proceedings based on the same or similar facts; the Petition is dismissed and the Petitioners must pay the Respondents' costs on an indemnity basis; the Petitioners will only be released from the undertaking if they issue BVI proceedings seeking unfair prejudice relief on substantially the same grounds by 18 June 2021; insufficient explanation was given for release absent that condition, consistent with the requirement of a significant change of circumstances as per Mid Suffolk.

Citation
[2021] HKCFI 1273
Parties
1st Petitioner: SCANTY INVESTMENT COMPANY; 2nd Petitioner: GOOD REGAL DEVELOPMENT LIMITED; 1st Respondent: BRILLIANT FUNCTIONS LIMITED; 2nd Respondent: RICKTHORN LIMITED; 3rd Respondent: FIRST PRIME LIMITED; 4th Respondent: WANG LEE JUNG, FRANK; 5th Respondent: TAM KA LEUNG, SIMON; 6th Respondent: LO CHI SUM, ANDREW; 7th Respondent: ACE INTERNATIONAL (B.V.I.) LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
30 April 2021
Case Number
HCCW190/2018
Procedural Posture
Companies Winding Up (petition Under S327(3)(c) Cap 32) / Decision on Summonses; Dismissal of Petition and Costs Order
Outcome
Petition dismissed
Legal Topics
Winding Up, Unfairly Prejudicial Conduct, Undertakings to the Court, Release of Undertaking, Indemnity Costs
Source Language
EN
Company Law Civil Procedure Costs Law Cross Border Litigation Equity (undertakings) Winding Up Unfairly Prejudicial Conduct Undertakings to the Court +2 more

Case Brief

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Parties

SCANTY INVESTMENT COMPANY

1st Petitioner

GOOD REGAL DEVELOPMENT LIMITED

2nd Petitioner

BRILLIANT FUNCTIONS LIMITED

1st Respondent

RICKTHORN LIMITED

2nd Respondent

FIRST PRIME LIMITED

3rd Respondent

WANG LEE JUNG, FRANK

4th Respondent

TAM KA LEUNG, SIMON

5th Respondent

LO CHI SUM, ANDREW

6th Respondent

ACE INTERNATIONAL (B.V.I.) LIMITED

7th Respondent

Procedural Posture

Companies Winding Up (petition Under S327(3)(c) Cap 32) / Decision on Summonses; Dismissal of Petition and Costs Order

Legal Issues

  1. 1 Construction of a court undertaking and whether it extends to proceedings in the BVI
  2. 2 Whether the Petitioners should be released from their undertaking
  3. 3 Whether costs should be assessed on an indemnity basis

Ratio Decidendi

The undertaking was wide enough to bar the Petitioners from commencing BVI proceedings based on the same or similar facts; the Petition is dismissed and the Petitioners must pay the Respondents' costs on an indemnity basis; the Petitioners will only be released from the undertaking if they issue BVI proceedings seeking unfair prejudice relief on substantially the same grounds by 18 June 2021; insufficient explanation was given for release absent that condition, consistent with the requirement of a significant change of circumstances as per Mid Suffolk.

Court Disposition

Petition dismissed

Orders

  • Case management summons withdrawn and costs in the cause of the Petition
  • Petition dismissed