CHAN CHUN MING BILL v. BILLION VINS COLLECTION LTD AND OTHERS

CHAN CHUN MING BILL v. BILLION VINS COLLECTION LTD AND OTHERS

Judge found the importation arrangements were within Bill's authority and were not improper; the cheque made payable to Billion Group was known and not misappropriated; Bill accepted and sought to account for balances; breakdown of mutual trust and confidence justified winding up under s177(1)(f); misconduct sufficient to disentitle relief was not established, therefore winding up ordered (order nisi).

Citation
CHAN CHUN MING BILL v. BILLION VINS COLLECTION LTD AND OTHERS
Parties
Petitioner: Bill Chan Chun Ming; 1st Respondent: Billion Vins Collection Limited; 2nd Respondent: Chan Ying Kwai; 3rd Respondent: Lee Man Tong
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
30 March 2012
Case Number
HCCW444/2008
Procedural Posture
Companies Winding Up / Judgment (order Nisi Made)
Outcome
Order nisi made to wind up Billion Vins Collection Limited under Companies Ordinance s177(1)(f); buy-out under s168A not granted; costs ordered
Legal Topics
Winding Up, Just and Equitable Ground, Buy Out Under S168 a, Unfair Prejudice, Quasi Partnership, Misappropriation, Shareholder Deadlock, Directors' Duties
Source Language
EN
Company Law Insolvency Equity Commercial Law Winding Up Just and Equitable Ground Buy Out Under S168 a Unfair Prejudice +4 more

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Parties

Bill Chan Chun Ming

Petitioner

Billion Vins Collection Limited

1st Respondent

Chan Ying Kwai

2nd Respondent

Lee Man Tong

3rd Respondent

Procedural Posture

Companies Winding Up / Judgment (order Nisi Made)

Legal Issues

  1. 1 Whether BVC was a quasi-partnership and whether trust and confidence between shareholders had irretrievably broken down
  2. 2 Whether the importation arrangements including involvement of Billion Group and Zhuhai Billion were authorised or improper
  3. 3 Whether Bill misappropriated BVC funds by causing cheque to be paid into Billion Group account

Ratio Decidendi

Judge found the importation arrangements were within Bill's authority and were not improper; the cheque made payable to Billion Group was known and not misappropriated; Bill accepted and sought to account for balances; breakdown of mutual trust and confidence justified winding up under s177(1)(f); misconduct sufficient to disentitle relief was not established, therefore winding up ordered (order nisi).

Court Disposition

Order nisi made to wind up Billion Vins Collection Limited under Companies Ordinance s177(1)(f); buy-out under s168A not granted; costs ordered

Orders

  • Order winding up Billion Vins Collection Limited under section 177(1)(f) of the Companies Ordinance (order nisi)
  • Order nisi that the 2nd and 3rd Respondents pay the Petitioner his costs of the proceedings, including reserved costs, to be taxed party and party if not agreed