WONG CHUNG CHI v. YUILLEY BUILDING MATERIALS COMPANY LTD AND OTHERS

WONG CHUNG CHI v. YUILLEY BUILDING MATERIALS COMPANY LTD AND OTHERS

The court refused to order indemnity costs because the petitioner engaged in meaningful settlement negotiations, there was insufficient evidence of unconscionable conduct or that the petitioner never intended to pursue winding up, and ambiguity in the respondents' offers (notably regarding share transfer) meant indemnity costs were not justified.

Citation
[2019] HKCFI 3005
Parties
Petitioner: Wong Chung Chi (王松智); 1st Respondent: Yuilley Building Materials Company Limited (銳力建築材料有限公司); 2nd Respondent: Wong Tak Sing (王德勝); 3rd Respondent: Wong Tak Hing (王德興)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
11 December 2019
Case Number
HCCW367/2016
Procedural Posture
Companies (winding Up) Petition / Post Trial Application to Vary Costs Order Nisi (costs Variation Application)
Outcome
Respondents' application to vary costs order dismissed
Legal Topics
Winding Up, Indemnity Costs, Settlement Negotiations, Without Prejudice Save as to Costs, Share Purchase Offers
Source Language
EN
Company Law Civil Procedure Costs Winding Up Indemnity Costs Settlement Negotiations Without Prejudice Save as to Costs Share Purchase Offers

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Parties

Wong Chung Chi (王松智)

Petitioner

Yuilley Building Materials Company Limited (銳力建築材料有限公司)

1st Respondent

Wong Tak Sing (王德勝)

2nd Respondent

Wong Tak Hing (王德興)

3rd Respondent

Procedural Posture

Companies (winding Up) Petition / Post Trial Application to Vary Costs Order Nisi (costs Variation Application)

Legal Issues

  1. 1 Whether the costs order nisi should be varied to indemnity basis
  2. 2 Whether the petitioner had no real intention to pursue winding up
  3. 3 Whether the petitioner's conduct was unconscionable inflating costs

Ratio Decidendi

The court refused to order indemnity costs because the petitioner engaged in meaningful settlement negotiations, there was insufficient evidence of unconscionable conduct or that the petitioner never intended to pursue winding up, and ambiguity in the respondents' offers (notably regarding share transfer) meant indemnity costs were not justified.

Court Disposition

Respondents' application to vary costs order dismissed

Orders

  • Original petition dismissed (Order dated 21 February 2019) with costs to be paid by the Petitioner
  • Respondents' application to vary the costs order nisi to indemnity basis dismissed