QUIKSILVER GREATER CHINA LTD v. QUIKSILVER GLORIOUS SUN LICENSING LTD (formerly named Bright Easy Ltd) AND ANOTHER

QUIKSILVER GREATER CHINA LTD v. QUIKSILVER GLORIOUS SUN LICENSING LTD (formerly named Bright Easy Ltd) AND ANOTHER

The court determined that the substantive commercial dispute between the shareholders is covered by the JVA arbitration clause and is arbitrable; accordingly it was permissible and practical to stay the just and equitable winding-up petitions pending the outcome of arbitration, with costs ordered against the petitioner and a certificate for two counsel.

Citation
QUIKSILVER GREATER CHINA LTD v. QUIKSILVER GLORIOUS SUN LICENSING LTD (formerly named Bright Easy Ltd) AND ANOTHER
Parties
Petitioner: Quiksilver Greater China Limited; 1st Respondent: Quiksilver Glorious Sun JV Limited (formerly Sea Base Limited); 1st Respondent: Quiksilver Glorious Sun Licensing Limited (formerly Bright Easy Limited); 2nd Respondent: Glorious Sun Overseas Company Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
25 July 2014
Case Number
HCCW365/2013
Procedural Posture
Winding Up Petitions (just and Equitable) Companies (winding Up) Nos 364/2013 & 365/2013 / Application to Stay Pending Arbitration; Reasons for Decision Delivered 25 July 2014
Outcome
Both winding-up petitions stayed pending outcome of the arbitration; costs awarded to 2nd respondent; certificate for two counsel
Legal Topics
Just and Equitable Winding Up, Stay to Arbitration, Arbitrability, Shareholders' Agreement Buy Sell Clause, Jurisdictional Limits of Arbitrators
Source Language
EN
Company Law Arbitration Contract Law Insolvency Procedure Just and Equitable Winding Up Stay to Arbitration Arbitrability Shareholders' Agreement Buy Sell Clause +1 more

Case Brief

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Parties

Quiksilver Greater China Limited

Petitioner

Quiksilver Glorious Sun JV Limited (formerly Sea Base Limited)

1st Respondent

Quiksilver Glorious Sun Licensing Limited (formerly Bright Easy Limited)

1st Respondent

Glorious Sun Overseas Company Limited

2nd Respondent

Procedural Posture

Winding Up Petitions (just and Equitable) Companies (winding Up) Nos 364/2013 & 365/2013 / Application to Stay Pending Arbitration; Reasons for Decision Delivered 25 July 2014

Legal Issues

  1. 1 Whether shareholder petitions for just and equitable winding-up can be stayed pending arbitration of disputes covered by an arbitration clause
  2. 2 Whether a winding-up petition constitutes an inalienable class right that precludes a stay to arbitration
  3. 3 Whether section 20 Arbitration Ordinance or equivalent compels referral of winding-up petitions to arbitration

Ratio Decidendi

The court determined that the substantive commercial dispute between the shareholders is covered by the JVA arbitration clause and is arbitrable; accordingly it was permissible and practical to stay the just and equitable winding-up petitions pending the outcome of arbitration, with costs ordered against the petitioner and a certificate for two counsel.

Court Disposition

Both winding-up petitions stayed pending outcome of the arbitration; costs awarded to 2nd respondent; certificate for two counsel

Orders

  • Both Petitions stayed pending the outcome of the arbitration
  • Quiksilver to pay the costs of the stay applications to Glorious Sun