INFINITY DEVELOPMENT (HOLDINGS) CO LTD AND ANOTHER v. BANK OF CHINA AND OTHERS

INFINITY DEVELOPMENT (HOLDINGS) CO LTD AND ANOTHER v. BANK OF CHINA AND OTHERS

The court struck out the Statement of Claim because the central allegations (the oral True Agreement and the February 1998 Agreement) were incredible, inconsistent with contemporaneous documents and prior pleadings, and would not support enforceable causes of action; the asserted breaches of the Shareholders Agreement were unsustainable given the board discretion, prior case law and the terms of the agreement; the conspiracy claim failed if the underlying contract claims failed; and the loan repayment claim lacked credible basis given repayment to CSS Bank and internal inconsistencies — cumulatively the writ disclosed no viable cause of action and was plainly unsustainable.

Citation
INFINITY DEVELOPMENT (HOLDINGS) CO LTD AND ANOTHER v. BANK OF CHINA AND OTHERS
Parties
1st Plaintiff: Infinity Development (Holdings) Company Limited; 2nd Plaintiff: Lam Chin Chun; 1st Defendant: Bank of China; 2nd Defendant: Sun Chung Estate Company Limited; 3rd Defendant: Excellent Investments Limited; 4th Defendant: Jenshing Limited; 5th Defendant: Liu Jin Bao; 6th Defendant: Gao Xiqing
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
19 July 2003
Case Number
HCA3202/2001
Procedural Posture
Civil Commercial/company Dispute / Interlocutory Strike Out Application (court of First Instance Decision)
Outcome
Writ of Summons and Statement of Claim struck out; plaintiffs' action dismissed
Legal Topics
Strike Out, Breach of Shareholders Agreement, Variation in Writing, Procuring Breach of Contract, Conspiracy to Injure by Unlawful Means, Repayment of Loans, Confidentiality/press Release
Source Language
EN
Contract Company Law Civil Procedure Tort Conspiracy Banking Law Strike Out Breach of Shareholders Agreement Variation in Writing +4 more

Case Brief

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Parties

Infinity Development (Holdings) Company Limited

1st Plaintiff

Lam Chin Chun

2nd Plaintiff

Bank of China

1st Defendant

Sun Chung Estate Company Limited

2nd Defendant

Excellent Investments Limited

3rd Defendant

Jenshing Limited

4th Defendant

Liu Jin Bao

5th Defendant

Gao Xiqing

6th Defendant

Procedural Posture

Civil Commercial/company Dispute / Interlocutory Strike Out Application (court of First Instance Decision)

Legal Issues

  1. 1 Whether an oral "True Agreement" existed and was enforceable
  2. 2 Whether a February 1998 oral agreement varied the Shareholders Agreement and, if so, whether it complied with writing requirement
  3. 3 Whether defendants breached clauses 7.2, 9.5 or 16.1 of the Shareholders Agreement

Ratio Decidendi

The court struck out the Statement of Claim because the central allegations (the oral True Agreement and the February 1998 Agreement) were incredible, inconsistent with contemporaneous documents and prior pleadings, and would not support enforceable causes of action; the asserted breaches of the Shareholders Agreement were unsustainable given the board discretion, prior case law and the terms of the agreement; the conspiracy claim failed if the underlying contract claims failed; and the loan repayment claim lacked credible basis given repayment to CSS Bank and internal inconsistencies — cumulatively the writ disclosed no viable cause of action and was plainly unsustainable.

Court Disposition

Writ of Summons and Statement of Claim struck out; plaintiffs' action dismissed

Orders

  • Order that the Writ of Summons together with the Statement of Claim endorsed thereon be struck out
  • Order that the plaintiffs' action against the defendants be dismissed