BISON BIRDSVILLE GLOBAL LTD v. YANG MINGZHI AND ANOTHER

BISON BIRDSVILLE GLOBAL LTD v. YANG MINGZHI AND ANOTHER

On rehearing the judge found the Plaintiff had established a prima facie case that Tranche A was paid to the PRC company and that D1 and D2's alternative defences (no payment, illegality, misrepresentation, conspiracy) were not supported by credible particulars or evidence such as to constitute triable issues; the Shareholders' Agreement governed the remedy and was not shown to be invalid under Hong Kong law by the asserted PRC illegality; consequently summary judgment for the Plaintiff in the Old Action was upheld and leave to re-amend as against D1 and D2 was refused.

Citation
[2023] HKCFI 3130
Parties
Plaintiff: Bison Birdsville Global Limited; 1st Defendant: Yang Mingzhi (杨明志); 2nd Defendant: Gu Jianwei (顾建伟); 3rd Defendant: Notting Hill Limited; 4th Defendant: Loch Ness Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
1 December 2023
Case Number
HCA1951/2021
Procedural Posture
Appeal From Master's Decision on Summary Judgment and Security for Costs; Cross Appeal and Summons to Re Amend Defence / Judgment on Appeal in Chambers (rehearing)
Outcome
D1 and D2's appeal dismissed; summary judgment for Plaintiff in Old Action upheld; Plaintiff's cross-appeal unnecessary; Amendment Summons dismissed as regards D1 and D2 and adjourned as regards D3 and D4
Legal Topics
Summary Judgment, Specific Performance, Security for Costs, Misrepresentation, Conspiracy, Illegality Defence, Amendment of Pleadings
Source Language
EN
Contract Equity Civil Procedure PRC Foreign Exchange Regulation Summary Judgment Specific Performance Security for Costs Misrepresentation +3 more

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Parties

Bison Birdsville Global Limited

Plaintiff

Yang Mingzhi (杨明志)

1st Defendant

Gu Jianwei (顾建伟)

2nd Defendant

Notting Hill Limited

3rd Defendant

Loch Ness Limited

4th Defendant

Procedural Posture

Appeal From Master's Decision on Summary Judgment and Security for Costs; Cross Appeal and Summons to Re Amend Defence / Judgment on Appeal in Chambers (rehearing)

Legal Issues

  1. 1 Whether Tranche A (RMB10,000,000) was paid by the Plaintiff to the PRC company
  2. 2 Whether any illegality in the PRC foreign exchange remittance invalidates the Plaintiff's claim under the Shareholders' Agreement
  3. 3 Whether alleged misrepresentations by Mr Zhao were attributable to the Plaintiff (agency) and triable

Ratio Decidendi

On rehearing the judge found the Plaintiff had established a prima facie case that Tranche A was paid to the PRC company and that D1 and D2's alternative defences (no payment, illegality, misrepresentation, conspiracy) were not supported by credible particulars or evidence such as to constitute triable issues; the Shareholders' Agreement governed the remedy and was not shown to be invalid under Hong Kong law by the asserted PRC illegality; consequently summary judgment for the Plaintiff in the Old Action was upheld and leave to re-amend as against D1 and D2 was refused.

Court Disposition

D1 and D2's appeal dismissed; summary judgment for Plaintiff in Old Action upheld; Plaintiff's cross-appeal unnecessary; Amendment Summons dismissed as regards D1 and D2 and adjourned as regards D3 and D4

Orders

  • Order nisi for D1 and D2 to pay Plaintiff RMB 10,000,000 and interest at 25% per annum from 28 June 2018 until payment (as per Master's order)
  • Plaintiff to execute instrument of transfer to transfer its Urway shares to D1 and D2 within 14 days of compliance with payment (as per Master's order)