RE APASTRON CAPITAL LTD

RE APASTRON CAPITAL LTD

The court held the Leading Mar claim was an unliquidated and unascertained time-costs claim inadmissible under r125, and the Advisory Agreement did not bind the company because Ms Liu lacked actual authority and could not establish ostensible authority; accordingly the PLs were appointed liquidators, there was no committee of inspection appointed, the liquidators’ remuneration to be on a time-costs basis charged to company assets, and costs were ordered nisi in favour of the PLs and Anglo Chinese.

Citation
[2022] HKCFI 1567
Parties
Company: Apastron Capital Limited; Provisional Liquidator: Kennic Lui; Provisional Liquidator: Lee Lai Ha; Substituted Petitioner: Anglo Chinese Corporate Finance Limited; Creditor: Leading Mar Trading Co Ltd
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
26 May 2022
Case Number
HCCW290/2020
Procedural Posture
Companies (winding Up) Proceedings No. 290 of 2020 / Directions for Appointment of Liquidators Following Winding Up Order
Outcome
Provisional liquidators Kennic Lui and Lee Lai Ha appointed as Liquidators; no committee of inspection appointed; Liquidators’ remuneration to be charged on a time-costs basis to the company; costs ordered nisi in favour of the provisional liquidators and Anglo Chinese with certificate for counsel, to be summarily...
Legal Topics
Appointment of Liquidators, Proofs of Debt and Voting, Rule 125 and Rule 128, Apparent and Actual Authority, Time Costs Fees, Remuneration of Liquidators, Committee of Inspection, Bias and Independence
Source Language
EN
Company Law Insolvency Law Contract Law Agency Law Civil Procedure Appointment of Liquidators Proofs of Debt and Voting Rule 125 and Rule 128 +5 more

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Parties

Apastron Capital Limited

Company

Kennic Lui

Provisional Liquidator

Lee Lai Ha

Provisional Liquidator

Anglo Chinese Corporate Finance Limited

Substituted Petitioner

Leading Mar Trading Co Ltd

Creditor

Procedural Posture

Companies (winding Up) Proceedings No. 290 of 2020 / Directions for Appointment of Liquidators Following Winding Up Order

Legal Issues

  1. 1 Whether the provisional liquidators should be appointed liquidators of the company
  2. 2 Whether the Leading Mar Claim is a liquidated or ascertained debt for the purposes of r125
  3. 3 Whether the company is bound by the Advisory Agreement entered into by Ms Liu (actual or apparent authority)

Ratio Decidendi

The court held the Leading Mar claim was an unliquidated and unascertained time-costs claim inadmissible under r125, and the Advisory Agreement did not bind the company because Ms Liu lacked actual authority and could not establish ostensible authority; accordingly the PLs were appointed liquidators, there was no committee of inspection appointed, the liquidators’ remuneration to be on a time-costs basis charged to company assets, and costs were ordered nisi in favour of the PLs and Anglo Chinese.

Court Disposition

Provisional liquidators Kennic Lui and Lee Lai Ha appointed as Liquidators; no committee of inspection appointed; Liquidators’ remuneration to be charged on a time-costs basis to the company; costs ordered nisi in favour of the provisional liquidators and Anglo Chinese with certificate for counsel, to be summarily...

Orders

  • Provisional liquidators Kennic Lui and Lee Lai Ha appointed as Liquidators of Apastron Capital Limited
  • No committee of inspection to be appointed; Liquidators at liberty to seek directions on appointment and composition of a COI if and when necessary