CHEN ZHENMIN v. HARTANTO HADY AND ANOTHER

CHEN ZHENMIN v. HARTANTO HADY AND ANOTHER

The disputed internal financial and management documents are irrelevant to the assessment of market value because they are confidential and were not available to the market or to prospective purchasers at the valuation date; applying Re Lynall, the Disclosure Order requiring production of those documents was set aside.

Citation
[2023] HKCFI 2123
Parties
Plaintiff: CHEN ZHENMIN; 1st Defendant: HARTANTO HADY; 2nd Defendant: GLOBAL IP ASIA LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
17 August 2023
Case Number
HCA1829/2019
Procedural Posture
Civil Action Discovery Application Appeal / Appeal to Judge in Chambers (de Novo Hearing)
Outcome
Appeal allowed; Disclosure Order and master's costs order set aside; discovery of the disputed documents refused
Legal Topics
Specific Performance, Damages for Breach, Disclosure of Corporate Documents, Market Valuation of Shares, Confidentiality of Internal Documents
Source Language
EN
Contract Law Company Law Civil Procedure Discovery Valuation Law Specific Performance Damages for Breach Disclosure of Corporate Documents +2 more

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Parties

CHEN ZHENMIN

Plaintiff

HARTANTO HADY

1st Defendant

GLOBAL IP ASIA LIMITED

2nd Defendant

Procedural Posture

Civil Action Discovery Application Appeal / Appeal to Judge in Chambers (de Novo Hearing)

Legal Issues

  1. 1 Whether the disputed internal financial and management documents of subsidiaries and of the company are relevant to assessment of market value of the subject shares for damages
  2. 2 Whether confidential internal company documents should be treated as available to a hypothetical purchaser for valuation purposes
  3. 3 Whether Re Lynall principle excluding confidential internal documents applies

Ratio Decidendi

The disputed internal financial and management documents are irrelevant to the assessment of market value because they are confidential and were not available to the market or to prospective purchasers at the valuation date; applying Re Lynall, the Disclosure Order requiring production of those documents was set aside.

Court Disposition

Appeal allowed; Disclosure Order and master's costs order set aside; discovery of the disputed documents refused

Orders

  • Disclosure Order of 31 January 2023 set aside
  • Master's costs order set aside