WONG TO YICK v. WONG TIN CHEE TINLY AND OTHERS

WONG TO YICK v. WONG TIN CHEE TINLY AND OTHERS

On the evidence and legal principles the court found that up to 1988 the father was sole proprietor and that the goodwill of the Ointment was transmitted to the newly incorporated Company in 1988; there was no proved 1983 oral promise conferring beneficial ownership on the son; the change in business registration did not transfer the Ointment goodwill to the son or CMC; the 1996 allotment created beneficial ownership in the grandsons (subject to the father's right to receive dividends until their majority) and they did not hold the shares on trust for the father; the son and certain defendants breached fiduciary duties and misappropriated the Company's goodwill by setting up competing...

Citation
WONG TO YICK v. WONG TIN CHEE TINLY AND OTHERS
Parties
1st Plaintiff: WONG TO YICK WOOD LOCK OINTMENT LTD; 2nd Plaintiff: WONG TO YICK; 1st Defendant: WONG TIN CHEE TINLY; 2nd Defendant: WONG WEI KIN CATHY; 3rd Defendant: WONG SOU KIN ABBY; 4th Defendant: LIAO KAM HONG; 5th Defendant: HO KANG MING; 6th Defendant: YAU KA FAI EUGENE; 7th Defendant: HERBALGY LTD; 8th Defendant: A.C.T. & ASSOCIATES LTD; 9th Defendant: BRIGHT UNION (HONG KONG) LTD; 10th Defendant: WONG TIN CHEE trading as CHINA MEDICAL CENTRE; 11th Defendant: HONG KONG WONG TO YICK WOOD LOCK OINTMENT LTD; Plaintiff (hca 1311/2005): WONG TO YICK; 1st Defendant (hca 1311/2005): WONG TIN CHEE TINLY; 2nd Defendant (hca 1311/2005): WONG KA HENG JONATHAN; 3rd Defendant (hca 1311/2005): WONG KA WAI ANDREW
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
15 March 2007
Case Number
HCA1311/2005
Procedural Posture
Civil Commercial Dispute (company/trade Mark/fiduciary/trust) / Judgment Delivered at First Instance After Trial
Outcome
Judgment for Plaintiffs in part with key declaratory findings and directions; further listing for outstanding remedies if no settlement within 30 days
Legal Topics
Goodwill, Trade Marks, Constructive Trust, Resulting Trust, Breach of Fiduciary Duty, Misrepresentation, Shareholding Disputes, Dividend Accounting, Injunctions, Passing Off, Misappropriation of Corporate Assets
Source Language
EN
Company Law Equity and Trusts Intellectual Property Tort (passing Off) Family Law Contract Goodwill Trade Marks +9 more

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Parties

WONG TO YICK WOOD LOCK OINTMENT LTD

1st Plaintiff

WONG TO YICK

2nd Plaintiff

WONG TIN CHEE TINLY

1st Defendant

WONG WEI KIN CATHY

2nd Defendant

WONG SOU KIN ABBY

3rd Defendant

LIAO KAM HONG

4th Defendant

HO KANG MING

5th Defendant

YAU KA FAI EUGENE

6th Defendant

HERBALGY LTD

7th Defendant

A.C.T. & ASSOCIATES LTD

8th Defendant

BRIGHT UNION (HONG KONG) LTD

9th Defendant

WONG TIN CHEE trading as CHINA MEDICAL CENTRE

10th Defendant

HONG KONG WONG TO YICK WOOD LOCK OINTMENT LTD

11th Defendant

WONG TO YICK

Plaintiff (hca 1311/2005)

WONG TIN CHEE TINLY

1st Defendant (hca 1311/2005)

WONG KA HENG JONATHAN

2nd Defendant (hca 1311/2005)

WONG KA WAI ANDREW

3rd Defendant (hca 1311/2005)

Procedural Posture

Civil Commercial Dispute (company/trade Mark/fiduciary/trust) / Judgment Delivered at First Instance After Trial

Legal Issues

  1. 1 Whether the goodwill in Wong To Yick Wood Lock Ointment vested in the father, the son, CMC or the Company after 1988
  2. 2 Whether an alleged 1983 oral promise created a beneficial interest in favour of the son
  3. 3 Legal effect of the 1988 changes in business registration and incorporation on ownership of goodwill

Ratio Decidendi

On the evidence and legal principles the court found that up to 1988 the father was sole proprietor and that the goodwill of the Ointment was transmitted to the newly incorporated Company in 1988; there was no proved 1983 oral promise conferring beneficial ownership on the son; the change in business registration did not transfer the Ointment goodwill to the son or CMC; the 1996 allotment created beneficial ownership in the grandsons (subject to the father's right to receive dividends until their majority) and they did not hold the shares on trust for the father; the son and certain defendants breached fiduciary duties and misappropriated the Company's goodwill by setting up competing...

Court Disposition

Judgment for Plaintiffs in part with key declaratory findings and directions; further listing for outstanding remedies if no settlement within 30 days

Orders

  • Declaration that the goodwill in Wong To Yick Wood Lock Ointment vested in the Company upon its incorporation in 1988
  • Declaration that the grandsons own beneficially the shares allotted to them in 1996 (4% each) and that the father held the right to receive dividends only until each grandson attained majority; father to account for dividends received after each reached majority