LUEN SHING STEEL IRON ENGINEERING WORKS LTD v. MAN YIP KAU

LUEN SHING STEEL IRON ENGINEERING WORKS LTD v. MAN YIP KAU

On the balance of probabilities the parties entered an oral but enforceable joint venture agreement with essential terms: use of Luen Shing as vehicle, inclusion of all Luen Shing construction sites from June/July 2007 to 25 October 2018, equal sharing of profits and losses and capital injections/distributions as agreed; contemporaneous triplicate Notebooks, the 2017/2018 Tables, distribution history to Mr Lui and Mr Man and adverse inference from non‑production of bank records established the JV and the entitlement to accounts and related reliefs.

Citation
[2026] HKCFI 1259
Parties
Plaintiff (original) and 1st Defendant (counterclaim): Luen Shing Steel Iron Engineering Works Limited; Defendant (original) and 1st Plaintiff (counterclaim): Man Yip Kau; 2nd Plaintiff (counterclaim): Lui Tze Kau; 2nd Defendant (counterclaim): Pang Yu Nung; 3rd Defendant (counterclaim): Pang Chi Kong
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
5 March 2026
Case Number
HCA2956/2018
Procedural Posture
Civil: Joint Venture Dispute, Accounting and Conversion / Judgment After Trial (chambers)
Outcome
Judgment for Mr Lui and Mr Man: Luen Shing’s claims dismissed; declaration of existence and terms of joint venture; accounts ordered; interest and costs awarded to Mr Lui and Mr Man; certain originals to be retained or returned; liberty to apply for directions.
Legal Topics
Joint Venture, Profit Sharing, Accounting, Conversion of Documents, Evidence and Credibility, Discovery and Adverse Inference, Statutory Interest
Source Language
EN
Contract Law Equity Commercial Law Company Law Civil Procedure Joint Venture Profit Sharing Accounting +4 more

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Parties

Luen Shing Steel Iron Engineering Works Limited

Plaintiff (original) and 1st Defendant (counterclaim)

Man Yip Kau

Defendant (original) and 1st Plaintiff (counterclaim)

Lui Tze Kau

2nd Plaintiff (counterclaim)

Pang Yu Nung

2nd Defendant (counterclaim)

Pang Chi Kong

3rd Defendant (counterclaim)

Procedural Posture

Civil: Joint Venture Dispute, Accounting and Conversion / Judgment After Trial (chambers)

Legal Issues

  1. 1 Whether an oral joint venture agreement existed between the parties covering all Luen Shing construction sites from June/July 2007 to 25 October 2018
  2. 2 The essential terms of any joint venture and whether they were sufficiently certain and enforceable
  3. 3 Whether Mr Lui and Mr Man are entitled to accounting for profits and losses and sums due

Ratio Decidendi

On the balance of probabilities the parties entered an oral but enforceable joint venture agreement with essential terms: use of Luen Shing as vehicle, inclusion of all Luen Shing construction sites from June/July 2007 to 25 October 2018, equal sharing of profits and losses and capital injections/distributions as agreed; contemporaneous triplicate Notebooks, the 2017/2018 Tables, distribution history to Mr Lui and Mr Man and adverse inference from non‑production of bank records established the JV and the entitlement to accounts and related reliefs.

Court Disposition

Judgment for Mr Lui and Mr Man: Luen Shing’s claims dismissed; declaration of existence and terms of joint venture; accounts ordered; interest and costs awarded to Mr Lui and Mr Man; certain originals to be retained or returned; liberty to apply for directions.

Orders

  • Luen Shing’s claims against Mr Lui and Mr Man are dismissed.
  • Declaration that Luen Shing, Pang Yu Nung, Pang Chi Kong, Mr Lui and Mr Man entered into a joint venture agreement covering all Luen Shing construction sites from June 2007 until 25 October 2018, with profits and losses to be shared equally.