WINBLESS INC v. SILVER SHADOW COMPANY LTD AND OTHERS

WINBLESS INC v. SILVER SHADOW COMPANY LTD AND OTHERS

On the pleaded facts and taking disputed facts in favour of the petitioners, it is not plain and obvious that the petitions must fail; there is a sufficiently strong connection with Hong Kong (substantial local assets, management and books here, shareholders/directing minds resident or connected to Hong Kong), a...

Source-derived case information.

Citation
WINBLESS INC v. SILVER SHADOW COMPANY LTD AND OTHERS
Parties
Petitioner: Winbless Inc; Petitioner: Fancymind Inc; 1st Respondent: Silver Shadow Company Limited; 2nd Respondent: Grandyear Inc; 3rd Respondent: Amazing Inc; 4th Respondent: Central Billion Inc; 4th Respondent (in HCCW 370/2011): Welljoy Inc; 6th Respondent (in HCCW 375/2011): Full Benefit Property Corp; Subsidiary/respondent: Grand Textile Company Limited; Subsidiary/respondent: Grand International Holdings Limited; Subsidiary/respondent: International Textile Company Limited; Subsidiary/respondent: Nam Hwa Textiles Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
24 February 2014
Case Number
HCCW369/2011
Procedural Posture
Companies Winding Up Proceedings / Applications to Strike Out Petitions Heard; Decision on Strike Out Applications Delivered
Outcome
Respondents' applications to strike out dismissed
Legal Topics
Winding Up, Just and Equitable Ground, Jurisdiction to Wind Up Foreign Company, Unfair Prejudice, Striking Out
Source Language
en
Company Law Insolvency Private International Law Civil Procedure Winding Up Just and Equitable Ground Jurisdiction to Wind Up Foreign Company Unfair Prejudice +1 more

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Parties

Winbless Inc

Petitioner

Fancymind Inc

Petitioner

Silver Shadow Company Limited

1st Respondent

Grandyear Inc

2nd Respondent

Amazing Inc

3rd Respondent

Central Billion Inc

4th Respondent

Welljoy Inc

4th Respondent (in HCCW 370/2011)

Full Benefit Property Corp

6th Respondent (in HCCW 375/2011)

Grand Textile Company Limited

Subsidiary/respondent

Grand International Holdings Limited

Subsidiary/respondent

International Textile Company Limited

Subsidiary/respondent

Nam Hwa Textiles Limited

Subsidiary/respondent

Procedural Posture

Companies Winding Up Proceedings / Applications to Strike Out Petitions Heard; Decision on Strike Out Applications Delivered

Legal Issues

  1. 1 Whether Hong Kong court has jurisdiction under s327 to wind up BVI companies
  2. 2 Whether sufficient connection with Hong Kong exists to justify extraterritorial winding up
  3. 3 Whether affairs of related group companies can be considered when assessing just and equitable ground

Ratio Decidendi

On the pleaded facts and taking disputed facts in favour of the petitioners, it is not plain and obvious that the petitions must fail; there is a sufficiently strong connection with Hong Kong (substantial local assets, management and books here, shareholders/directing minds resident or connected to Hong Kong), a reasonable possibility of benefit to petitioners if winding up orders are made, and persons interested in distribution are within the court's jurisdiction, so the applications to strike out are dismissed and the matters must proceed to trial to resolve factual issues.

Court Disposition

Respondents' applications to strike out dismissed

Orders

  • Applications for striking out dismissed with costs to the petitioners
  • Certificate for two counsel