LEUNG CHEUNG YUK YING v. LEUNG KWOK FUN AND OTHERS

LEUNG CHEUNG YUK YING v. LEUNG KWOK FUN AND OTHERS

Mutual trust and confidence between the main shareholders and directors had irretrievably broken down in a company founded as a family/quasi-partnership, the 1st respondent occupied the company's sole asset to the exclusion of the petitioner and attempted self-dealing including a proposed undervalue sale and...

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Citation
LEUNG CHEUNG YUK YING v. LEUNG KWOK FUN AND OTHERS
Parties
Petitioner: LEUNG CHEUNG YUK YING; 1st Respondent: LEUNG KWOK FUN; 2nd Respondent: LEUNG, TAMMY; 3rd Respondent: McGILL TRADING COMPANY LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
25 April 2007
Case Number
HCCW150/2006
Procedural Posture
Companies (winding Up) Petition Under Companies Ordinance Cap. 32 / Judgment at Court of First Instance (winding Up on Just and Equitable Ground)
Outcome
Order that McGill Trading Company Limited be wound up on the just and equitable ground; order nisi that the 1st respondent pay the petitioner's costs
Legal Topics
Just and Equitable Winding Up, Quasi Partnership, Breach of Fiduciary Duty, Self Dealing, Access to Corporate Records, Director Appointment Disputes, Substantive Orders and Costs
Source Language
en
Company Law Insolvency Equity Family Law Just and Equitable Winding Up Quasi Partnership Breach of Fiduciary Duty Self Dealing +3 more

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Parties

LEUNG CHEUNG YUK YING

Petitioner

LEUNG KWOK FUN

1st Respondent

LEUNG, TAMMY

2nd Respondent

McGILL TRADING COMPANY LIMITED

3rd Respondent

Procedural Posture

Companies (winding Up) Petition Under Companies Ordinance Cap. 32 / Judgment at Court of First Instance (winding Up on Just and Equitable Ground)

Legal Issues

  1. 1 Whether the Company should be wound up on the just and equitable ground
  2. 2 Whether the company was a quasi-partnership founded on mutual trust and confidence
  3. 3 Whether the 1st respondent's occupation of the Company's only asset and exclusion of the petitioner destroyed the substratum of the company

Ratio Decidendi

Mutual trust and confidence between the main shareholders and directors had irretrievably broken down in a company founded as a family/quasi-partnership, the 1st respondent occupied the company's sole asset to the exclusion of the petitioner and attempted self-dealing including a proposed undervalue sale and improper appointment of an additional director, such facts destroyed the substratum and fairness of continuation of the company and justified winding it up on the just and equitable ground; costs follow the event save where specifically found otherwise.

Court Disposition

Order that McGill Trading Company Limited be wound up on the just and equitable ground; order nisi that the 1st respondent pay the petitioner's costs

Orders

  • McGill Trading Company Limited to be wound up
  • Order nisi that the 1st respondent, Leung Kwok Fun, pay the costs of the petitioner