C Y FOUNDATION GROUP LTD AND ANOTHER v. BEST MAX HOLDINGS LTD AND OTHERS

C Y FOUNDATION GROUP LTD AND ANOTHER v. BEST MAX HOLDINGS LTD AND OTHERS

The Court held that on the pleaded facts and taking pleaded facts as true the claims for dishonest assistance and conspiracy against Lo raised triable issues and could not be struck out; the Guarantee claim could be maintained subject to permitted amendments to plead setting aside conversion/transfer; the restitution claim against Lo was struck out because no enrichment of Lo was pleaded (benefit flowed to Best Max and no veil‑lifting or exception pleaded); the tort of causing loss by unlawful means was inapt and those words and the related prayer were struck out as against Lo. Leave was granted to amend specified paragraphs and voluntary particulars accepted as relevant to remedy...

Citation
C Y FOUNDATION GROUP LTD AND ANOTHER v. BEST MAX HOLDINGS LTD AND OTHERS
Parties
1st Plaintiff: C Y Foundation Group Limited; 2nd Plaintiff: Ace Precise International Limited; 1st Defendant: Best Max Holdings Limited; 2nd Defendant: Lo Chun Cheong (also known as Ronald Lo); 3rd Defendant: Cheng Chee Tock Theodore; 4th Defendant: Ho Chi Chung Joseph; 5th Defendant: Yeung Tak Hung Arthur
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 June 2013
Case Number
HCA787/2011
Procedural Posture
Civil (company/fiduciary Dispute) / Strike‑out Application Under Order 18 R 19(1)(a) — Interlocutory Judgment
Outcome
Application to strike out partially allowed and partially refused: claims for dishonest assistance and conspiracy against Lo allowed to proceed; restitution claim and tort of causing loss by unlawful means struck out as against Lo; leave granted to amend specified pleadings; costs ordered.
Legal Topics
Dishonest Assistance, Breach of Fiduciary Duty, Guarantee and Indemnity, Conversion of Convertible Bond, Unjust Enrichment, Causing Loss by Unlawful Means, Conspiracy, Striking Out
Source Language
EN
Company Law Equity Civil Procedure Restitution Tort Law Dishonest Assistance Breach of Fiduciary Duty Guarantee and Indemnity +5 more

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Parties

C Y Foundation Group Limited

1st Plaintiff

Ace Precise International Limited

2nd Plaintiff

Best Max Holdings Limited

1st Defendant

Lo Chun Cheong (also known as Ronald Lo)

2nd Defendant

Cheng Chee Tock Theodore

3rd Defendant

Ho Chi Chung Joseph

4th Defendant

Yeung Tak Hung Arthur

5th Defendant

Procedural Posture

Civil (company/fiduciary Dispute) / Strike‑out Application Under Order 18 R 19(1)(a) — Interlocutory Judgment

Legal Issues

  1. 1 Whether the Statement of Claim discloses a reasonable cause of action against Lo
  2. 2 Whether dishonest assistance is sufficiently pleaded against Lo
  3. 3 Whether Guarantee remains enforceable or was discharged/released

Ratio Decidendi

The Court held that on the pleaded facts and taking pleaded facts as true the claims for dishonest assistance and conspiracy against Lo raised triable issues and could not be struck out; the Guarantee claim could be maintained subject to permitted amendments to plead setting aside conversion/transfer; the restitution claim against Lo was struck out because no enrichment of Lo was pleaded (benefit flowed to Best Max and no veil‑lifting or exception pleaded); the tort of causing loss by unlawful means was inapt and those words and the related prayer were struck out as against Lo. Leave was granted to amend specified paragraphs and voluntary particulars accepted as relevant to remedy...

Court Disposition

Application to strike out partially allowed and partially refused: claims for dishonest assistance and conspiracy against Lo allowed to proceed; restitution claim and tort of causing loss by unlawful means struck out as against Lo; leave granted to amend specified pleadings; costs ordered.

Orders

  • Paragraph 38 of the Statement of Claim and prayer (2)(c) struck out as against the 2nd Defendant (Lo) (restitution claim).
  • The Plaintiffs have leave to amend the second sentence of paragraph 31 and the second sentence of paragraph 37 and, if so advised, to add a claim for an order setting aside the transfer and allotment of Best Max shares to Ace Precise.