TOP ONE INTERNATIONAL (CHINA) PROPERTY GROUP CO LTD AND ANOTHER v. TOP ONE PROPERTY GROUP LTD AND OTHERS

TOP ONE INTERNATIONAL (CHINA) PROPERTY GROUP CO LTD AND ANOTHER v. TOP ONE PROPERTY GROUP LTD AND OTHERS

On the evidence the plaintiffs established a serious question to be tried and a real and substantial risk of dissipation; there was no material non-disclosure that vitiated the ex parte orders; the Chongqing interim order and undertakings were insufficient to protect the plaintiffs; accordingly the court continued the interim injunction and receivership, continued the Mareva injunction, ordered expanded disclosure and appointed an interim receiver over the 3rd defendant's share in the 1st defendant on the basis of a prima facie equitable charge.

Citation
TOP ONE INTERNATIONAL (CHINA) PROPERTY GROUP CO LTD AND ANOTHER v. TOP ONE PROPERTY GROUP LTD AND OTHERS
Parties
1st Plaintiff: Top One International (China) Property Group Company Limited; 2nd Plaintiff: The Bank of New York Mellon; 1st Defendant: Top One Property Group Limited; 2nd Defendant: Po For Yau; 3rd Defendant: Sun Jiangrong
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
16 October 2009
Case Number
HCA1244/2009
Procedural Posture
Civil Action Concerning Share Charge, Interim Receivership and Mareva Injunction / Interlocutory Applications to Continue Interim Injunctions, Mareva Order and Appointment of Interim Receiver
Outcome
1st Order (interim injunction and receivership) and 2nd Order (Mareva injunction and disclosure) continued until trial or further order; 3rd Order disclosure broadened; interim receiver appointed over 3rd defendant's share in 1st defendant; costs reserved and written submissions ordered.
Legal Topics
Share Charge, Breach of Fiduciary Duty, Dishonest Assistance, Knowing Receipt, Disclosure Obligations, Asset Preservation, Interim Relief, Equitable Charge
Source Language
EN
Company Law Equity Security Interests and Charges Injunctions and Mareva Freezing Orders Receivership Civil Procedure Share Charge Breach of Fiduciary Duty +6 more

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Parties

Top One International (China) Property Group Company Limited

1st Plaintiff

The Bank of New York Mellon

2nd Plaintiff

Top One Property Group Limited

1st Defendant

Po For Yau

2nd Defendant

Sun Jiangrong

3rd Defendant

Procedural Posture

Civil Action Concerning Share Charge, Interim Receivership and Mareva Injunction / Interlocutory Applications to Continue Interim Injunctions, Mareva Order and Appointment of Interim Receiver

Legal Issues

  1. 1 Whether there is a serious question to be tried on plaintiffs' causes of action
  2. 2 Whether there is a risk of dissipation justifying continuation of interlocutory injunction and receivership
  3. 3 Whether a Mareva injunction against the 3rd defendant should be continued

Ratio Decidendi

On the evidence the plaintiffs established a serious question to be tried and a real and substantial risk of dissipation; there was no material non-disclosure that vitiated the ex parte orders; the Chongqing interim order and undertakings were insufficient to protect the plaintiffs; accordingly the court continued the interim injunction and receivership, continued the Mareva injunction, ordered expanded disclosure and appointed an interim receiver over the 3rd defendant's share in the 1st defendant on the basis of a prima facie equitable charge.

Court Disposition

1st Order (interim injunction and receivership) and 2nd Order (Mareva injunction and disclosure) continued until trial or further order; 3rd Order disclosure broadened; interim receiver appointed over 3rd defendant's share in 1st defendant; costs reserved and written submissions ordered.

Orders

  • Continue the 1st Order (interim injunction and interim receivership) until trial or further order
  • Continue the 2nd Order (Mareva injunction) until trial or further order