WONG YUN KEUNG AND OTHERS v. SAI KUNG P.L.B. (MAXICAB) (NO.1 & 2) CO LTD AND OTHERS

WONG YUN KEUNG AND OTHERS v. SAI KUNG P.L.B. (MAXICAB) (NO.1 & 2) CO LTD AND OTHERS

Given the company's solvency, the existence of an effective alternative remedy under s.168A (court-ordered buy-out or sale of shares), the petitioners' prior position that buy-out was a viable option, and the absence of evidence explaining a preference for winding up, it was plain and obvious there was no real prospect of a winding-up order; therefore the winding-up prayers and specified paragraphs must be struck out.

Citation
WONG YUN KEUNG AND OTHERS v. SAI KUNG P.L.B. (MAXICAB) (NO.1 & 2) CO LTD AND OTHERS
Parties
Petitioners: Wong Yun Keung and others; 1st Respondent/company: Sai Kung P.L.B. (Maxicab) (No.1 & 2) Company Limited; Respondents (majority): Majority Respondents (1st to 10th, 12th, 13th, 15th to 23rd Respondents)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
2 July 2009
Case Number
HCCW358/2008
Procedural Posture
Companies (winding Up) No. 358 of 2008 / Strike Out Application Decided (interlocutory)
Outcome
Prayer for winding up and paragraphs 150 and 151 of the amended petition struck out; costs awarded to the Majority Respondents.
Legal Topics
Just and Equitable Winding Up, Unfairly Prejudicial Conduct (s.168 A), Strike Out for No Real Prospect
Source Language
EN
Company Law Insolvency Civil Procedure Just and Equitable Winding Up Unfairly Prejudicial Conduct (s.168 A) Strike Out for No Real Prospect

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Parties

Wong Yun Keung and others

Petitioners

Sai Kung P.L.B. (Maxicab) (No.1 & 2) Company Limited

1st Respondent/company

Majority Respondents (1st to 10th, 12th, 13th, 15th to 23rd Respondents)

Respondents (majority)

Procedural Posture

Companies (winding Up) No. 358 of 2008 / Strike Out Application Decided (interlocutory)

Legal Issues

  1. 1 Whether there is a real prospect that a winding-up order would be made on just and equitable grounds
  2. 2 Whether petitioners are acting unreasonably in insisting on winding up when s.168A buy-out relief is available
  3. 3 Whether the company's solvency and interests of innocent shareholders preclude winding up

Ratio Decidendi

Given the company's solvency, the existence of an effective alternative remedy under s.168A (court-ordered buy-out or sale of shares), the petitioners' prior position that buy-out was a viable option, and the absence of evidence explaining a preference for winding up, it was plain and obvious there was no real prospect of a winding-up order; therefore the winding-up prayers and specified paragraphs must be struck out.

Court Disposition

Prayer for winding up and paragraphs 150 and 151 of the amended petition struck out; costs awarded to the Majority Respondents.

Orders

  • Prayer for winding up struck out
  • Paragraphs 150 and 151 of the amended petition struck out