WONG SIU YING JOYCE v. KAYWON LTD AND ANOTHER

WONG SIU YING JOYCE v. KAYWON LTD AND ANOTHER

The audited accounts and company ledgers contemporaneously recorded the sum as an amount due to a director and repayable on demand; the plaintiff served a statutory demand for that sum which remained unpaid; the express trust claim was abandoned and there was insufficient evidence to displace the account entries or infer a restriction on repayment; accordingly the statutory ground for winding up was established and the court properly exercised its discretion to wind up the company; costs were apportioned given partial failure on the just and equitable head (2nd Respondent to pay 75% of petitioner's costs).

Citation
WONG SIU YING JOYCE v. KAYWON LTD AND ANOTHER
Parties
Petitioner: WONG SIU YING JOYCE; 1st Respondent: KAYWON LIMITED; 2nd Respondent: HO WAI LING MAY
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
16 January 2015
Case Number
HCCW104/2013
Procedural Posture
Winding Up Petition / Judgment
Outcome
Winding up order made against Kaywon Limited
Legal Topics
Winding Up, Statutory Demand, Just and Equitable Winding Up, Directors' Loan Accounts, Trust Claim (abandoned)
Source Language
EN
Company Law Insolvency Trusts Civil Procedure Costs Winding Up Statutory Demand Just and Equitable Winding Up +2 more

Case Brief

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Parties

WONG SIU YING JOYCE

Petitioner

KAYWON LIMITED

1st Respondent

HO WAI LING MAY

2nd Respondent

Procedural Posture

Winding Up Petition / Judgment

Legal Issues

  1. 1 Whether the company was insolvent for winding up purposes based on amounts recorded as due to a director in audited accounts
  2. 2 Whether the shares or sums were held on trust for nieces and nephews (express trust claim)
  3. 3 Whether breakdown in relationship/poor book keeping justified winding up on just and equitable grounds

Ratio Decidendi

The audited accounts and company ledgers contemporaneously recorded the sum as an amount due to a director and repayable on demand; the plaintiff served a statutory demand for that sum which remained unpaid; the express trust claim was abandoned and there was insufficient evidence to displace the account entries or infer a restriction on repayment; accordingly the statutory ground for winding up was established and the court properly exercised its discretion to wind up the company; costs were apportioned given partial failure on the just and equitable head (2nd Respondent to pay 75% of petitioner's costs).

Court Disposition

Winding up order made against Kaywon Limited

Orders

  • Order that Kaywon Limited be wound up
  • Order that the 2nd Respondent (Ho Wai Ling May) pays 75 per cent of the petitioner's costs of the proceedings