MELVIN WAXMAN AND ANOTHER v. LI FEI YU AND ANOTHER

MELVIN WAXMAN AND ANOTHER v. LI FEI YU AND ANOTHER

The court held that the Amended Statement of Claim, when read as a whole including paragraphs pleading the Shareholders' Agreement, subsequent pleadings and the re‑framed prayers, pleads both contractual and trust bases (contract as further or alternative); deletion of certain words from the original Prayer did not effect abandonment of the contractual claim and there is no reasonable basis to confine the plaintiffs to a trust claim only; accordingly defendants' submission is rejected and plaintiffs are entitled to costs of the application.

Citation
[2021] HKCFI 3174
Parties
1st Plaintiff: Melvin Waxman; 2nd Plaintiff: Larry Waxman; 1st Defendant: Li Fei Yu; 2nd Defendant: Solut (Hong Kong) Company Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
15 October 2021
Case Number
HCA1972/2012
Procedural Posture
Civil: Breach of Shareholders' Agreement and Breach of Trust / 3rd Pretrial Review (pre Trial)
Outcome
Defendants' submission that plaintiffs' case is confined to trust is dismissed; plaintiffs' pleaded case includes both contract and trust; plaintiffs awarded costs of the application.
Legal Topics
Specific Performance, Pleadings and Amendment, Case Management Stay, Costs, Abuse of Process, Limitation and Expert Evidence
Source Language
EN
Contract Law Trusts and Equity Company Law Civil Procedure Remedies (specific Performance) Specific Performance Pleadings and Amendment Case Management Stay +3 more

Case Brief

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Parties

Melvin Waxman

1st Plaintiff

Larry Waxman

2nd Plaintiff

Li Fei Yu

1st Defendant

Solut (Hong Kong) Company Limited

2nd Defendant

Procedural Posture

Civil: Breach of Shareholders' Agreement and Breach of Trust / 3rd Pretrial Review (pre Trial)

Legal Issues

  1. 1 Whether the plaintiffs' pleaded case is confined to a trust claim or includes a contractual claim based on the Shareholders' Agreement
  2. 2 Whether amendment and deletion of parts of the Prayer amounted to abandonment of the contractual claim
  3. 3 Whether the court should decide the scope of pleaded case at pretrial and whether defendants would be prejudiced if plaintiffs rely on contract

Ratio Decidendi

The court held that the Amended Statement of Claim, when read as a whole including paragraphs pleading the Shareholders' Agreement, subsequent pleadings and the re‑framed prayers, pleads both contractual and trust bases (contract as further or alternative); deletion of certain words from the original Prayer did not effect abandonment of the contractual claim and there is no reasonable basis to confine the plaintiffs to a trust claim only; accordingly defendants' submission is rejected and plaintiffs are entitled to costs of the application.

Court Disposition

Defendants' submission that plaintiffs' case is confined to trust is dismissed; plaintiffs' pleaded case includes both contract and trust; plaintiffs awarded costs of the application.

Orders

  • Plaintiffs to have the costs of this application (approximately 1.5 hours)
  • Application for enhanced costs refused