RE NDT (BVI) TRADING LTD

RE NDT (BVI) TRADING LTD

Discovery of the Lo Actions documents and legal advice was ordered because the documents were relevant to pleaded breaches of the shareholders deed and fiduciary misconduct, prima facie within the Company's possession or power via its former solicitors, and legal professional privilege did not protect the Company from its non-hostile minority shareholders; inspection of the Beijing subsidiary's books and minutes was ordered to take place in Hong Kong because the court accepted the MOF measures do not, on the evidence, prohibit temporary inspection in Hong Kong and practical considerations made Hong Kong inspection appropriate; costs were awarded to the petitioners forthwith.

Citation
RE NDT (BVI) TRADING LTD
Parties
Petitioners: Petitioners; Company/respondent: NDT (BVI) Trading Limited; Subsidiary/interested Party: New Digital Technology Holdings Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
4 February 2009
Case Number
HCCW49/2008
Procedural Posture
Companies (winding Up) No. 49 of 2008 / Interlocutory Discovery Hearing (hearing in Chambers)
Outcome
Order for discovery of Lo Actions documents and for inspection of specified Beijing subsidiary documents to take place in Hong Kong; costs to petitioners awarded forthwith.
Legal Topics
Discovery, Shareholder Inspection Rights, Legal Professional Privilege, Inspection Venue (hong Kong V Prc), Just and Equitable Winding Up, Costs
Source Language
EN
Company Law Civil Procedure Evidence Law Legal Professional Privilege Cross Border Inspection Law Discovery Shareholder Inspection Rights Inspection Venue (hong Kong V Prc) +2 more

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Parties

Petitioners

Petitioners

NDT (BVI) Trading Limited

Company/respondent

New Digital Technology Holdings Limited

Subsidiary/interested Party

Procedural Posture

Companies (winding Up) No. 49 of 2008 / Interlocutory Discovery Hearing (hearing in Chambers)

Legal Issues

  1. 1 Whether the Company must give discovery of documents and legal advice relating to six High Court Actions (the Lo Actions)
  2. 2 Whether legal professional privilege protects the Company from disclosing those documents to the petitioners who are minority shareholders
  3. 3 Whether accounting books and minutes of the Beijing subsidiary should be inspected in Hong Kong rather than Beijing under Order 24 rules and PRC law

Ratio Decidendi

Discovery of the Lo Actions documents and legal advice was ordered because the documents were relevant to pleaded breaches of the shareholders deed and fiduciary misconduct, prima facie within the Company's possession or power via its former solicitors, and legal professional privilege did not protect the Company from its non-hostile minority shareholders; inspection of the Beijing subsidiary's books and minutes was ordered to take place in Hong Kong because the court accepted the MOF measures do not, on the evidence, prohibit temporary inspection in Hong Kong and practical considerations made Hong Kong inspection appropriate; costs were awarded to the petitioners forthwith.

Court Disposition

Order for discovery of Lo Actions documents and for inspection of specified Beijing subsidiary documents to take place in Hong Kong; costs to petitioners awarded forthwith.

Orders

  • Discovery to be given of documents relating to the six High Court Actions (Lo Actions) including legal advice and documents held by former solicitors
  • Inspection of item 25 (2007 books and ledgers of Beijing NDT Information and Technology Company Limited) and item 48 (minutes book from 2007 to date) to be conducted in Hong Kong