LEUNG CHIU KWONG AND OTHERS v. WONG HIN WOON AND OTHERS

LEUNG CHIU KWONG AND OTHERS v. WONG HIN WOON AND OTHERS

The written partnership agreement contained provisions (notably clause 15 and related clauses) that made the enterprise not a partnership at will and thus the unilateral notice of 14 April 1982 did not dissolve the partnership; although plaintiffs proved conduct and circumstances falling within s37 grounds, the court exercised its equitable discretion against ordering dissolution because plaintiffs (led by the 1st plaintiff) bore principal responsibility for the breakdown and sought to use dissolution to appropriate the franchise; the 1st plaintiff holds the franchise on trust for the partners; claims for repayment and damages were not made out.

Citation
LEUNG CHIU KWONG AND OTHERS v. WONG HIN WOON AND OTHERS
Parties
1st Plaintiff: LEUNG CHIU KWONG; 2nd Plaintiff: HUI WAI CHUN; 3rd Plaintiff: WONG KAM CHUEN; 4th Plaintiff: LAU CHUEN; 1st Defendant: WONG HIN WOON; 2nd Defendant: LEE WING KEUNG; 3rd Defendant: LEE KWAI KING; 4th Defendant: POON CHING FONG; 5th Defendant: CHENG WAI SHING; 6th Defendant: CHAN WAN HO; 7th Defendant: CHU CHAK YUNG; 8th Defendant: MAK YIN FOON; 9th Defendant: LEUNG WAI HING
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
17 July 1985
Case Number
HCMP1748/1982
Procedural Posture
Partnership Dissolution (high Court Miscellaneous Proceedings) / Judgment (trial Concluded)
Outcome
Main claim that partnership was dissolved by notice dismissed; application for dissolution declined (discretion exercised against plaintiffs) despite some s37 grounds being established; declaration granted that the franchise is held by the 1st plaintiff on trust for the partners; counterclaims for repayment and...
Legal Topics
Dissolution of Partnership, Partnership at Will, Just and Equitable Winding Up, Fiduciary Duties, Constructive Trust, Injunctions, Estoppel
Source Language
EN
Partnership Law Trusts and Equity Commercial Law Civil Procedure Dissolution of Partnership Partnership at Will Just and Equitable Winding Up Fiduciary Duties +3 more

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Parties

LEUNG CHIU KWONG

1st Plaintiff

HUI WAI CHUN

2nd Plaintiff

WONG KAM CHUEN

3rd Plaintiff

LAU CHUEN

4th Plaintiff

WONG HIN WOON

1st Defendant

LEE WING KEUNG

2nd Defendant

LEE KWAI KING

3rd Defendant

POON CHING FONG

4th Defendant

CHENG WAI SHING

5th Defendant

CHAN WAN HO

6th Defendant

CHU CHAK YUNG

7th Defendant

MAK YIN FOON

8th Defendant

LEUNG WAI HING

9th Defendant

Procedural Posture

Partnership Dissolution (high Court Miscellaneous Proceedings) / Judgment (trial Concluded)

Legal Issues

  1. 1 Whether the 14 April 1982 notice of dissolution validly terminated the partnership
  2. 2 Whether the partnership was a partnership at will or contained an agreement preventing unilateral dissolution
  3. 3 Whether defendants' conduct warranted dissolution under s37(c),(d) or (f) of the Partnership Ordinance

Ratio Decidendi

The written partnership agreement contained provisions (notably clause 15 and related clauses) that made the enterprise not a partnership at will and thus the unilateral notice of 14 April 1982 did not dissolve the partnership; although plaintiffs proved conduct and circumstances falling within s37 grounds, the court exercised its equitable discretion against ordering dissolution because plaintiffs (led by the 1st plaintiff) bore principal responsibility for the breakdown and sought to use dissolution to appropriate the franchise; the 1st plaintiff holds the franchise on trust for the partners; claims for repayment and damages were not made out.

Court Disposition

Main claim that partnership was dissolved by notice dismissed; application for dissolution declined (discretion exercised against plaintiffs) despite some s37 grounds being established; declaration granted that the franchise is held by the 1st plaintiff on trust for the partners; counterclaims for repayment and...

Orders

  • Declaration that the franchise to operate the routes is held by the 1st plaintiff on trust for all partners
  • Declaration that the notice of dissolution dated 14 April 1982 is invalid and of no effect as to dissolving the partnership