RE MAINTAIN PROFITS LTD.

RE MAINTAIN PROFITS LTD.

The court struck out specified parts of evidence derived from matrimonial proceedings for contravening r.121; it found petitioners had established sufficient prima facie cases of misfeasance, misappropriation and board deadlock to justify appointment of joint and several provisional liquidators (with restricted powers) for Boldwin, Maintain Profits and Myriad Gold pending petitions; and it granted a Mareva injunction against Chan Shiu Chick restraining dispositions up to HK$45,482,716 with a personal undertaking in damages by Law Wai Duen, Nina and costs in the cause.

Citation
RE MAINTAIN PROFITS LTD.
Parties
Petitioner and Plaintiff: Junestar Investment Corporation; Petitioner, Contributory and Director: Law Wai Duen, Nina; Company and 1st Defendant (subject of Winding Up): Boldwin Construction Company Limited; 2nd Defendant and Opposing Contributory: Chan Shiu Chick; Petitioner and Contributory (owner of BF Shares): Maintain Profits Limited; Petitioner and Contributory (owner of BF Shares): Myriad Gold Corporation; Operating Subsidiary/contractor (asset of Maintain Profits and Myriad Gold): B.F. Construction Company Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
31 October 2002
Case Number
HCCW345/2002
Procedural Posture
Winding Up Petitions and Derivative Action With Interlocutory Applications / Interim Applications for Appointment of Provisional Liquidators and Mareva Injunction (decided)
Outcome
Interlocutory relief granted: parts of evidence struck out; provisional liquidators appointed for Boldwin, Maintain Profits and Myriad Gold with restricted powers; Mareva injunction granted against Chan Shiu Chick up to HK$45,482,716; costs ordered nisi in the cause
Legal Topics
Appointment of Provisional Liquidator, Winding Up on Just and Equitable Grounds, Mareva (freezing) Injunction, Misappropriation and Misfeasance, Deadlock of Board, Beneficial Ownership of Shares, Admissibility of Matrimonial Documents
Source Language
EN
Company Law Equity and Fiduciary Duties Civil Procedure Family/matrimonial Law Injunctions Insolvency Law Appointment of Provisional Liquidator Winding Up on Just and Equitable Grounds +5 more

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Parties

Junestar Investment Corporation

Petitioner and Plaintiff

Law Wai Duen, Nina

Petitioner, Contributory and Director

Boldwin Construction Company Limited

Company and 1st Defendant (subject of Winding Up)

Chan Shiu Chick

2nd Defendant and Opposing Contributory

Maintain Profits Limited

Petitioner and Contributory (owner of BF Shares)

Myriad Gold Corporation

Petitioner and Contributory (owner of BF Shares)

B.F. Construction Company Limited

Operating Subsidiary/contractor (asset of Maintain Profits and Myriad Gold)

Procedural Posture

Winding Up Petitions and Derivative Action With Interlocutory Applications / Interim Applications for Appointment of Provisional Liquidators and Mareva Injunction (decided)

Legal Issues

  1. 1 Whether parts of evidence derived from matrimonial proceedings should be struck out under r.121 Matrimonial Causes Rules
  2. 2 Whether petitioners have made out a prima facie case for winding up Boldwin, Maintain Profits and Myriad Gold on just and equitable grounds
  3. 3 Whether provisional liquidators should be appointed given alleged misconduct, misappropriation and board deadlock

Ratio Decidendi

The court struck out specified parts of evidence derived from matrimonial proceedings for contravening r.121; it found petitioners had established sufficient prima facie cases of misfeasance, misappropriation and board deadlock to justify appointment of joint and several provisional liquidators (with restricted powers) for Boldwin, Maintain Profits and Myriad Gold pending petitions; and it granted a Mareva injunction against Chan Shiu Chick restraining dispositions up to HK$45,482,716 with a personal undertaking in damages by Law Wai Duen, Nina and costs in the cause.

Court Disposition

Interlocutory relief granted: parts of evidence struck out; provisional liquidators appointed for Boldwin, Maintain Profits and Myriad Gold with restricted powers; Mareva injunction granted against Chan Shiu Chick up to HK$45,482,716; costs ordered nisi in the cause

Orders

  • Certain parts of CSC\u2019s 1st affirmation in HCCW No.340/2002 (paras 22-24,42,59,60,62) struck out
  • Exhibits 12,21,41-52 to that affirmation struck out