INTERNATIONAL TUTORS LTD v. AD EXCELLENTIAM LTD AND OTHERS

INTERNATIONAL TUTORS LTD v. AD EXCELLENTIAM LTD AND OTHERS

The Master accepted the claimant's uncontested documentary and oral evidence as establishing liability and quantified liquidated claims according to the contractual terms and available accounts; reduced loss of earnings for failure to mitigate by limiting mitigation period to four months; disallowed unliquidated claims and any heads unsupported by evidence; awarded specified sums in full where supported and apportioned liability as pleaded (certain sums sole liability of individual defendants and other sums joint and several).

Citation
[2018] HKDC 823
Parties
Plaintiff (original Action); 1st Defendant (counterclaim): International Tutors Limited; 1st Defendant (original Action); 1st Plaintiff (counterclaim): AD Excellentiam Limited; 2nd Defendant (original Action); 2nd Plaintiff (counterclaim): David John Pratt; 3rd Defendant (original Action): Travis Ian Paterson; 4th Defendant (original Action): Jeremy Leresteux; 5th Defendant (original Action): Samuel Buchanan III; 6th Defendant (original Action); 4th Plaintiff (counterclaim): Eric Frederick Curlewis; 3rd Plaintiff (counterclaim); 7th Defendant (original Action): Ian Michael Broughton; 8th Defendant (original Action): Rees Marcus Saul Skiff; 9th Defendant (original Action): Yeung Shu Kei; 2nd Defendant (counterclaim): James Terence Ffitzroy; 3rd Defendant (counterclaim): Leung Lok Hang Janice; 4th Defendant (counterclaim): International Tutors Hong Kong Limited
Court
District Court
Jurisdiction
Hong Kong
Judgment Date
13 July 2018
Case Number
DCCJ2715/2015
Procedural Posture
District Court Civil Action — Counterclaim Assessment of Damages / Assessment of Damages Following Interlocutory Judgment on Liability (judgment on Liability Entered 1 November 2016)
Outcome
Assessment allowed specified liquidated claims, disallowed vague or unproved unliquidated claims, and assessed costs; interlocutory judgment on liability previously entered remains effective for interest.
Legal Topics
Breach of Contract, Dividend Entitlement, Share Transfer Payment, Director's Allowance, Mitigation of Loss, Constructive Trust, Transfer of Business (protection of Creditors), Assessment of Damages, Failure to Hold AGM
Source Language
EN
Contract Law Company Law Shareholder Disputes Equity and Trusts Civil Procedure — Damages Assessment Breach of Contract Dividend Entitlement Share Transfer Payment +6 more

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Parties

International Tutors Limited

Plaintiff (original Action); 1st Defendant (counterclaim)

AD Excellentiam Limited

1st Defendant (original Action); 1st Plaintiff (counterclaim)

David John Pratt

2nd Defendant (original Action); 2nd Plaintiff (counterclaim)

Travis Ian Paterson

3rd Defendant (original Action)

Jeremy Leresteux

4th Defendant (original Action)

Samuel Buchanan III

5th Defendant (original Action)

Eric Frederick Curlewis

6th Defendant (original Action); 4th Plaintiff (counterclaim)

Ian Michael Broughton

3rd Plaintiff (counterclaim); 7th Defendant (original Action)

Rees Marcus Saul Skiff

8th Defendant (original Action)

Yeung Shu Kei

9th Defendant (original Action)

James Terence Ffitzroy

2nd Defendant (counterclaim)

Leung Lok Hang Janice

3rd Defendant (counterclaim)

International Tutors Hong Kong Limited

4th Defendant (counterclaim)

Procedural Posture

District Court Civil Action — Counterclaim Assessment of Damages / Assessment of Damages Following Interlocutory Judgment on Liability (judgment on Liability Entered 1 November 2016)

Legal Issues

  1. 1 Whether defendants owe payment for specified share transfers
  2. 2 Whether dividends for 2012-13 and 2013-14 are payable and quantifiable
  3. 3 Quantum of director's allowance, overtime and loss of earnings and duty to mitigate

Ratio Decidendi

The Master accepted the claimant's uncontested documentary and oral evidence as establishing liability and quantified liquidated claims according to the contractual terms and available accounts; reduced loss of earnings for failure to mitigate by limiting mitigation period to four months; disallowed unliquidated claims and any heads unsupported by evidence; awarded specified sums in full where supported and apportioned liability as pleaded (certain sums sole liability of individual defendants and other sums joint and several).

Court Disposition

Assessment allowed specified liquidated claims, disallowed vague or unproved unliquidated claims, and assessed costs; interlocutory judgment on liability previously entered remains effective for interest.

Orders

  • James Terence Ffitzroy ordered to pay HK$50,000.00 to Ian Michael Broughton (sole liability for specified share transfer)
  • Leung Lok Hang Janice ordered to pay HK$75,000.00 to Ian Michael Broughton (sole liability for specified share transfer)