YIP LAI FONG AND ANOTHER v. SIN TUNG HNG AND OTHERS

YIP LAI FONG AND ANOTHER v. SIN TUNG HNG AND OTHERS

The Intervener s rights were contractual (term loan and contingent conversion option), the Intervener s shares had been transferred and the purchase price treated as a loan; those rights are no different from a commercial creditor s interest or are contingent and speculative; such interests do not amount to an interest directly related to the subject matter for the purposes of Order 15 rule 6(2)(b)(ii); therefore joinder was not justified and the application was dismissed.

Citation
YIP LAI FONG AND ANOTHER v. SIN TUNG HNG AND OTHERS
Parties
1st Petitioner: Yip Lai Fong; 2nd Petitioner: Vincent Wu; 1st Respondent: Sin Tung Hng; 2nd Respondent: Full Billion Shipping Limited; 3rd Respondent: Hung Kong (Fresh Fruit) Trading; Intervener (would Be 7th Respondent): Sun Rising Development (HK) Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
20 March 2003
Case Number
HCMP2423/2002
Procedural Posture
Application Under Companies Ordinance S168 a Concerning Validity of Share Sale and Interim Receivership / Hearing on Joinder Application and Interim Receivership Summons (decision on Joinder)
Outcome
Intervener s application to be joined dismissed
Legal Topics
Joinder, Interim Receivership, Validity of Share Sale, Contingent Contractual Rights, Creditor Interest
Source Language
EN
Company Law Civil Procedure Contract Law Remedies (receivership) Joinder Interim Receivership Validity of Share Sale Contingent Contractual Rights +1 more

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Parties

Yip Lai Fong

1st Petitioner

Vincent Wu

2nd Petitioner

Sin Tung Hng

1st Respondent

Full Billion Shipping Limited

2nd Respondent

Hung Kong (Fresh Fruit) Trading

3rd Respondent

Sun Rising Development (HK) Limited

Intervener (would Be 7th Respondent)

Procedural Posture

Application Under Companies Ordinance S168 a Concerning Validity of Share Sale and Interim Receivership / Hearing on Joinder Application and Interim Receivership Summons (decision on Joinder)

Legal Issues

  1. 1 Whether the Intervener has an interest directly related to the subject matter to justify joinder under Order 15 rule 6(2)(b)(ii)
  2. 2 Whether determination of validity of the Company s Sale Agreement affects validity or performance of the Intervener s Sale Agreement
  3. 3 Whether contractual rights of the Intervener amount to more than a mere commercial interest

Ratio Decidendi

The Intervener s rights were contractual (term loan and contingent conversion option), the Intervener s shares had been transferred and the purchase price treated as a loan; those rights are no different from a commercial creditor s interest or are contingent and speculative; such interests do not amount to an interest directly related to the subject matter for the purposes of Order 15 rule 6(2)(b)(ii); therefore joinder was not justified and the application was dismissed.

Court Disposition

Intervener s application to be joined dismissed

Orders

  • Intervener s application to be joined as a respondent dismissed
  • Costs awarded to the 1st Petitioner against the Intervener