GREEN LIGHT MULTIPLEX CO. LTD (formerly known as GREEN LIGHT MARKETING CO. LTD and GLM INTERNATIONAL LTD) v. LAM SHI YAN

GREEN LIGHT MULTIPLEX CO. LTD (formerly known as GREEN LIGHT MARKETING CO. LTD and GLM INTERNATIONAL LTD) v. LAM SHI YAN

The 1st defendant, as General Manager, owed fiduciary and implied contractual duties; he breached those duties by actively procuring Abacus to treat Pinetum as its exclusive distributor and by diverting a mature business opportunity (P533) to Automatic Limited, thereby causing provable loss to the plaintiff in the...

Source-derived case information.

Citation
[2024] HKCFI 2101
Parties
Plaintiff: GREEN LIGHT MULTIPLEX CO. LIMITED; 1st Defendant: LAM SHI YAN; 2nd Defendant (discontinued): HO MAN FAN
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
16 August 2024
Case Number
HCA2294/2017
Procedural Posture
Employment Dispute: Breach of Employment Contract, Fiduciary Duties and Related Commercial Torts / Trial Judgment (court of First Instance)
Outcome
Judgment for plaintiff in part. Constructive dismissal and several asserted breaches by plaintiff rejected. 1st defendant found liable for breach of fiduciary and contractual duties in relation to Abacus inducement and diversion of P533 opportunity and liable for losses on Univision and HKZM Bridge projects; 1st...
Legal Topics
Implied Terms of Employment Contract, Duty of Fidelity and Good Faith, Constructive Dismissal, Breach of Fiduciary Duty, Inducement of Third Party to Breach Contract, Loss of Chance, Mitigation of Loss, Damages Quantification, Set Off, Costs Orders
Source Language
en
Employment Law Contract Law Fiduciary Obligations Tort of Diversion of Corporate Opportunity Confidential Information Remedies and Damages Costs Implied Terms of Employment Contract +9 more

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Parties

GREEN LIGHT MULTIPLEX CO. LIMITED

Plaintiff

LAM SHI YAN

1st Defendant

HO MAN FAN

2nd Defendant (discontinued)

Procedural Posture

Employment Dispute: Breach of Employment Contract, Fiduciary Duties and Related Commercial Torts / Trial Judgment (court of First Instance)

Legal Issues

  1. 1 Whether specified terms were implied into the Employment Agreement
  2. 2 Whether the 1st defendant owed fiduciary duties to the plaintiff and their scope
  3. 3 Whether the plaintiff repudiated the Employment Agreement or constructively dismissed the 1st defendant

Ratio Decidendi

The 1st defendant, as General Manager, owed fiduciary and implied contractual duties; he breached those duties by actively procuring Abacus to treat Pinetum as its exclusive distributor and by diverting a mature business opportunity (P533) to Automatic Limited, thereby causing provable loss to the plaintiff in the Univision, HKZM Bridge and P533 matters. Other claims (Discovery Park, Consignment Arrangement, portions of Happy Valley) were not sufficiently proved. The Employment Agreement ended on 7 November 2014; the plaintiff’s claim succeeds in part and the 1st defendant’s counterclaim succeeds in part for performance bonus only.

Court Disposition

Judgment for plaintiff in part. Constructive dismissal and several asserted breaches by plaintiff rejected. 1st defendant found liable for breach of fiduciary and contractual duties in relation to Abacus inducement and diversion of P533 opportunity and liable for losses on Univision and HKZM Bridge projects; 1st...

Orders

  • Judgment for plaintiff against 1st defendant for damages totalling HK$2,566,560.65 (Univision HK$271,652.21; HKZM Bridge HK$2,223,408.44; P533 HK$71,500.00)
  • Set off of 1st defendant's counterclaim performance bonus HK$196,520.78 against plaintiff's award