LEUNG CHA SEE PHARMACEUTICAL LTD AND OTHERS v. MAN KAM HO AND OTHERS

LEUNG CHA SEE PHARMACEUTICAL LTD AND OTHERS v. MAN KAM HO AND OTHERS

Plaintiffs failed to prove, on the balance of probabilities and with the necessary particularity for fraud allegations, that the April–July 2018 transactions were fictitious or constituted misappropriation; Man (as General Manager) did owe fiduciary duties but plaintiffs did not prove breach; Zhu was not liable to...

Source-derived case information.

Citation
[2025] HKCFI 2003
Parties
1st Plaintiff: Leung Cha See Pharmaceutical Limited; 2nd Plaintiff: Propitious Fame Limited; 3rd Plaintiff: Ritzy Aspiration Limited; 1st Defendant: Man Kam Ho; 2nd Defendant: Zhu Danyun; 3rd Defendant: Bertone International Industrial Co Limited; 4th Defendant: M Dragon International Trading Development Limited; 5th Defendant: Fu Wah Medicine Company Limited; 6th Defendant: Five States Limited; 7th Defendant: Excelco Secretarial and Accountancy Service Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
16 May 2025
Case Number
HCA1685/2019
Procedural Posture
Civil Trial — Breach of Contract, Fiduciary Duties, Alleged Fraud and Professional Negligence / Judgment Following 12‑day Trial (court of First Instance)
Outcome
Judgment for the defendants; all claims dismissed
Legal Topics
Breach of Contract, Breach of Fiduciary Duty, Misappropriation, Sham/fictitious Transactions, Accessory Liability, Account of Profits, Audit/accounting Negligence, Onus and Burden of Proof
Source Language
en
Contract Law Company Law Fiduciary Law Equity Civil Fraud Tort — Professional Negligence Breach of Contract Breach of Fiduciary Duty +6 more

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Parties

Leung Cha See Pharmaceutical Limited

1st Plaintiff

Propitious Fame Limited

2nd Plaintiff

Ritzy Aspiration Limited

3rd Plaintiff

Man Kam Ho

1st Defendant

Zhu Danyun

2nd Defendant

Bertone International Industrial Co Limited

3rd Defendant

M Dragon International Trading Development Limited

4th Defendant

Fu Wah Medicine Company Limited

5th Defendant

Five States Limited

6th Defendant

Excelco Secretarial and Accountancy Service Limited

7th Defendant

Procedural Posture

Civil Trial — Breach of Contract, Fiduciary Duties, Alleged Fraud and Professional Negligence / Judgment Following 12‑day Trial (court of First Instance)

Legal Issues

  1. 1 Whether Man was party to the Agreement
  2. 2 Whether Man as General Manager owed fiduciary duties to LCS
  3. 3 Whether the alleged transactions were fictitious/sham or genuine

Ratio Decidendi

Plaintiffs failed to prove, on the balance of probabilities and with the necessary particularity for fraud allegations, that the April–July 2018 transactions were fictitious or constituted misappropriation; Man (as General Manager) did owe fiduciary duties but plaintiffs did not prove breach; Zhu was not liable to pay the alleged HK$8,422,767.72 contribution because the Agreement did not impose that payment and ambiguities are resolved against the drafting investors; Propitious breached its funding obligations which entitled the other contracting party to withhold performance as appropriate; all pleaded claims against the defendants are dismissed.

Court Disposition

Judgment for the defendants; all claims dismissed

Orders

  • All claims by the Plaintiffs against Man, Zhu, the 4th Defendant, the 5th Defendant and Excelco dismissed
  • Order nisi that the Plaintiffs pay the costs of the action to the Defendants with certificate for two counsel; liberty to apply within 14 days to vary costs order