RE BOLDWIN CONSTRUCTION CO. LTD.

RE BOLDWIN CONSTRUCTION CO. LTD.

The court held that petitioners had established sufficient prima facie evidence of serious misfeasance, breach of fiduciary duties, and in some companies a deadlock and lack of properly constituted boards to justify appointing provisional liquidators for Boldwin, Maintain Profits and Myriad Gold and to grant a Mareva injunction against Chan Shiu Chick; parts of evidence derived from matrimonial proceedings were struck out under r.121(2). The provisional reliefs were limited in scope and monetary cap set at HK$45,482,716 with a personal undertaking by LWD.

Citation
RE BOLDWIN CONSTRUCTION CO. LTD.
Parties
Plaintiff and Petitioner (contributory and Creditor): Junestar Investment Corporation; 1st Defendant; Company Subject to Winding Up Petition: Boldwin Construction Company Limited; 2nd Defendant; Opposing Contributory and Opposing Party: Chan Shiu Chick; Petitioner (contributory and Creditor); Plaintiff in Related Action; 2nd Defendant by Counterclaim: Law Wai Duen, Nina; Company Subject to Winding Up Petition: Maintain Profits Limited; Company Subject to Winding Up Petition: Myriad Gold Corporation; Related Trading Company and Major Asset of Maintain Profits/myriad Gold: B.F. Construction Company Limited; Contributory; Opposing Shareholder: Rocky Limited; Official Receiver (attendance Excused): Official Receiver
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
31 October 2002
Case Number
HCCW340/2002
Procedural Posture
Winding Up Petitions (companies Ordinance Cap.32) and Derivative Action (hca 1036) With Ancillary Matrimonial Material / Interim Applications Heard: Summonses for Appointment of Provisional Liquidators and Mareva Injunction; Decision on Applications and Preliminary Evidentiary Rulings (31 Oct 2002)
Outcome
Provisional liquidators appointed for Boldwin, Maintain Profits and Myriad Gold; Mareva (freezing) injunction granted against Chan Shiu Chick with specified monetary limit; specified parts of affidavit evidence struck out
Legal Topics
Appointment of Provisional Liquidators, Mareva (freezing) Injunction, Just and Equitable Winding Up, Breach of Fiduciary Duty and Misfeasance, Beneficial Ownership of Shares, Admissibility/inspection of Matrimonial Documents (r.121), Duomatic Principle, Balance of Convenience
Source Language
EN
Company Law Injunctions Trusts and Equitable Ownership Matrimonial Procedure Civil Procedure Appointment of Provisional Liquidators Mareva (freezing) Injunction Just and Equitable Winding Up +5 more

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Parties

Junestar Investment Corporation

Plaintiff and Petitioner (contributory and Creditor)

Boldwin Construction Company Limited

1st Defendant; Company Subject to Winding Up Petition

Chan Shiu Chick

2nd Defendant; Opposing Contributory and Opposing Party

Law Wai Duen, Nina

Petitioner (contributory and Creditor); Plaintiff in Related Action; 2nd Defendant by Counterclaim

Maintain Profits Limited

Company Subject to Winding Up Petition

Myriad Gold Corporation

Company Subject to Winding Up Petition

B.F. Construction Company Limited

Related Trading Company and Major Asset of Maintain Profits/myriad Gold

Rocky Limited

Contributory; Opposing Shareholder

Official Receiver

Official Receiver (attendance Excused)

Procedural Posture

Winding Up Petitions (companies Ordinance Cap.32) and Derivative Action (hca 1036) With Ancillary Matrimonial Material / Interim Applications Heard: Summonses for Appointment of Provisional Liquidators and Mareva Injunction; Decision on Applications and Preliminary Evidentiary Rulings (31 Oct 2002)

Legal Issues

  1. 1 Whether petitioners established a good prima facie case to justify winding-up orders
  2. 2 Whether appointment of provisional liquidators is appropriate in the circumstances
  3. 3 Whether a Mareva injunction should be granted and the appropriate monetary limit and undertaking

Ratio Decidendi

The court held that petitioners had established sufficient prima facie evidence of serious misfeasance, breach of fiduciary duties, and in some companies a deadlock and lack of properly constituted boards to justify appointing provisional liquidators for Boldwin, Maintain Profits and Myriad Gold and to grant a Mareva injunction against Chan Shiu Chick; parts of evidence derived from matrimonial proceedings were struck out under r.121(2). The provisional reliefs were limited in scope and monetary cap set at HK$45,482,716 with a personal undertaking by LWD.

Court Disposition

Provisional liquidators appointed for Boldwin, Maintain Profits and Myriad Gold; Mareva (freezing) injunction granted against Chan Shiu Chick with specified monetary limit; specified parts of affidavit evidence struck out

Orders

  • Struck out specified parts of CSC's 1st affirmation in HCCW No.340: paras 22-24, 42, 59, 60, 62 and exhibits 12,21,41-52
  • Struck out specified parts of LWD's 1st affirmation in HCA No.1036: last sentence of para 12, paras 13 and 15