SOUTH CHINA MEDIA LTD AND OTHERS v. KWOK, YEE NING AND OTHERS

SOUTH CHINA MEDIA LTD AND OTHERS v. KWOK, YEE NING AND OTHERS

The court found on the evidence that Kwok acted as a de facto director and fiduciary of Whiz Kids, diverted three Dr-Max contracts and allowed unauthorised use of the Magazine logo and name, and breached the non-solicitation covenant; Greens PR and Shen assisted and procured those breaches and acted dishonestly (including deliberate blindness); accordingly equitable compensation and damages were awarded in quantified sums with interest and costs, and Kwok's counterclaim was dismissed.

Citation
[2018] HKDC 194
Parties
1st Plaintiff: South China Media Limited; 2nd Plaintiff: South China Media Management Limited; 3rd Plaintiff: Whiz Kids Express Weekly Limited; 1st Defendant: Kwok, Yee Ning; 2nd Defendant: Greens PR, Promotion & Events Company Limited; 3rd Defendant: Marcois Group; 4th Defendant: Shen
Court
District Court
Jurisdiction
Hong Kong
Judgment Date
15 February 2018
Case Number
DCCJ1751/2015
Procedural Posture
Civil Breach of Fiduciary Duty, Procuring Breach of Contract and Restrictive Covenant Enforcement / Judgment After Trial (district Court)
Outcome
Judgment for the plaintiffs against all four defendants
Legal Topics
De Facto Director, Fiduciary Duties, Dishonest Assistance, Procuring Breach of Contract, Non Solicitation Covenant, Equitable Compensation, Constructive Trust, Damages, Interest
Source Language
EN
Company Law Equity Tort Contract Employment Law De Facto Director Fiduciary Duties Dishonest Assistance +6 more

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Parties

South China Media Limited

1st Plaintiff

South China Media Management Limited

2nd Plaintiff

Whiz Kids Express Weekly Limited

3rd Plaintiff

Kwok, Yee Ning

1st Defendant

Greens PR, Promotion & Events Company Limited

2nd Defendant

Marcois Group

3rd Defendant

Shen

4th Defendant

Procedural Posture

Civil Breach of Fiduciary Duty, Procuring Breach of Contract and Restrictive Covenant Enforcement / Judgment After Trial (district Court)

Legal Issues

  1. 1 Whether Kwok owed fiduciary duties to Whiz Kids and SCM Management
  2. 2 Whether Kwok diverted corporate opportunities to Greens PR and Marcois Group
  3. 3 Whether Kwok authorised use of the Magazine logo/name without consent

Ratio Decidendi

The court found on the evidence that Kwok acted as a de facto director and fiduciary of Whiz Kids, diverted three Dr-Max contracts and allowed unauthorised use of the Magazine logo and name, and breached the non-solicitation covenant; Greens PR and Shen assisted and procured those breaches and acted dishonestly (including deliberate blindness); accordingly equitable compensation and damages were awarded in quantified sums with interest and costs, and Kwok's counterclaim was dismissed.

Court Disposition

Judgment for the plaintiffs against all four defendants

Orders

  • Kwok to pay Whiz Kids equitable compensation of HKD 793,500 together with interest: on HKD 459,100 at commercial rate (prime +1%) from 1 September 2014 to date of judgment and thereafter at judgment rate until payment, and on HKD 334,400 at commercial rate (prime +1%) from 1 February 2015 to date of judgment and...
  • Kwok to pay South China Media Management damages of HKD 53,000 with interest at commercial rate (prime +1%) from 1 February 2015 to date of judgment and thereafter at judgment rate until payment