BLACK MARBLE SECURITIES LTD v. RABIE, ABOU BAKR MAHMOUD AND ANOTHER

BLACK MARBLE SECURITIES LTD v. RABIE, ABOU BAKR MAHMOUD AND ANOTHER

Court found as a matter of fact that a Pre‑Approved Trading Arrangement evolved by about 11 October 2016 granting Thomas discretion over share trading but not a secret arrangement kept from Black Marble; Thomas breached duties (including in relation to unauthorised warrant trading, failure to explain Chinese account documents, conflicts/commissions and failure to keep client informed); Black Marble breached supervisory/internal control duties and is vicariously liable for Thomas’s breaches; unlawful means conspiracy claim failed because elements (notably knowledge/intention and causative unlawful means) were not proven and conspiracy could not account for the asserted corporate regulatory...

Citation
[2025] HKCFI 5487
Parties
Plaintiff (by Original Action) and 1st Defendant (by Counterclaim): Black Marble Securities Limited; 1st Defendant (by Original Action) and 1st Plaintiff (by Counterclaim): Abou Bakr Mahmoud Rabie; 2nd Defendant (by Original Action and by Counterclaim): Lai Wing Fat (Thomas)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
17 November 2025
Case Number
HCA952/2020
Procedural Posture
Securities/commercial Civil Claim (breach of Duty, Fiduciary Duty, Unlawful Means Conspiracy, Vicarious Liability) / Judgment Following Trial (judgment Dated 17 November 2025)
Outcome
Black Marble’s claim dismissed save that judgment entered against Thomas for breach of contract (damages to be assessed); judgment entered for Rabie on his counterclaim against Black Marble.
Legal Topics
Unauthorised Trading, Unlawful Means Conspiracy, Breach of Fiduciary Duty, Vicarious Liability, Supervision and Internal Controls, Contributory Negligence
Source Language
EN
Securities Regulation Contract Tort Fiduciary Duty Employment/vicarious Liability Economic Torts Unauthorised Trading Unlawful Means Conspiracy +4 more

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Parties

Black Marble Securities Limited

Plaintiff (by Original Action) and 1st Defendant (by Counterclaim)

Abou Bakr Mahmoud Rabie

1st Defendant (by Original Action) and 1st Plaintiff (by Counterclaim)

Lai Wing Fat (Thomas)

2nd Defendant (by Original Action and by Counterclaim)

Procedural Posture

Securities/commercial Civil Claim (breach of Duty, Fiduciary Duty, Unlawful Means Conspiracy, Vicarious Liability) / Judgment Following Trial (judgment Dated 17 November 2025)

Legal Issues

  1. 1 Whether a secret discretionary trading arrangement existed between Rabie and Thomas without Black Marble’s knowledge
  2. 2 Whether unlawful means conspiracy elements were made out
  3. 3 Whether a Pre-Approved Trading Arrangement existed (trades only on prior express instructions)

Ratio Decidendi

Court found as a matter of fact that a Pre‑Approved Trading Arrangement evolved by about 11 October 2016 granting Thomas discretion over share trading but not a secret arrangement kept from Black Marble; Thomas breached duties (including in relation to unauthorised warrant trading, failure to explain Chinese account documents, conflicts/commissions and failure to keep client informed); Black Marble breached supervisory/internal control duties and is vicariously liable for Thomas’s breaches; unlawful means conspiracy claim failed because elements (notably knowledge/intention and causative unlawful means) were not proven and conspiracy could not account for the asserted corporate regulatory...

Court Disposition

Black Marble’s claim dismissed save that judgment entered against Thomas for breach of contract (damages to be assessed); judgment entered for Rabie on his counterclaim against Black Marble.

Orders

  • Judgment entered against Thomas for breach of contract with damages to be assessed
  • Black Marble’s claim dismissed (save as above)