MARRAKESH INVESTMENTS LTD v. TANGIERS HOLDINGS LTD AND ANOTHER

MARRAKESH INVESTMENTS LTD v. TANGIERS HOLDINGS LTD AND ANOTHER

The petitioner failed to plead why a winding-up order was necessary as an alternative to a buy-out and the conduct and pleadings indicated the petition was used as commercial pressure; the 1st respondent obtained the practical result it sought and therefore the court ordered the petitioner to pay the 1st respondent's costs on an indemnity basis with a certificate for two counsel.

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
28 November 2017
Case Number
HCCW352/2016
Procedural Posture
Companies Winding Up (just and Equitable; Shareholders' Dispute) / Application by 1st Respondent to Strike Out Petition; Petitioner Agreed to Dismissal; Costs Hearing
Outcome
Petition dismissed by agreement; costs awarded against petitioner.
Legal Topics
Winding Up Petitions, Strike Out, Costs Orders, Abuse of Process, Share Buy Out Orders, Section 168 A/459 Alternatives
Source Language
EN
Company Law Insolvency Law Civil Procedure Commercial Litigation Winding Up Petitions Strike Out Costs Orders Abuse of Process +2 more

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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 (just and Equitable; Shareholders' Dispute) / Application by 1st Respondent to Strike Out Petition; Petitioner Agreed to Dismissal; Costs Hearing

Legal Issues

  1. 1 Whether the winding-up prayer should be struck out as having no realistic prospect of success
  2. 2 Whether the petitioner properly pleaded reasons for seeking a winding-up order as an alternative to a buy-out order
  3. 3 Whether the 1st respondent should bear the petitioner's costs and whether indemnity costs and a two-counsel certificate are appropriate

Ratio Decidendi

The petitioner failed to plead why a winding-up order was necessary as an alternative to a buy-out and the conduct and pleadings indicated the petition was used as commercial pressure; the 1st respondent obtained the practical result it sought and therefore the court ordered the petitioner to pay the 1st respondent's costs on an indemnity basis with a certificate for two counsel.

Court Disposition

Petition dismissed by agreement; costs awarded against petitioner.

Orders

  • Petitioner to pay the 1st respondent's costs of the petition on an indemnity basis, with a certificate for two counsel, to be taxed if not agreed