SHE WAI HUNG v. JULIANO LIM AND OTHERS

SHE WAI HUNG v. JULIANO LIM AND OTHERS

Petitioner proved unfairly prejudicial conduct by wrongful diversion of the Companys business to Gold Loop and wrongful exclusion from management; accordingly court ordered the 1st respondent to purchase the petitioner’s 4,000 shares at a valuation as at 18 May 1997 without minority discount, subject to deduction of HK$496,671.25 for the petitioner’s shortfall in capital contribution, with valuer appointment procedures set out and costs awarded to petitioner (order nisi).

Citation
SHE WAI HUNG v. JULIANO LIM AND OTHERS
Parties
Petitioner: She Wai Hung; 1st Respondent: Juliano Lim; 2nd Respondent: Johnathan Lim; 3rd Respondent: Golden Bright Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
27 February 2004
Case Number
HCMP6472/2001
Procedural Posture
Petition Under Section 168 a of the Companies Ordinance (unfair Prejudice) / Judgment After Trial (court of First Instance)
Outcome
Petition allowed; buy‑out order made in favour of petitioner with detailed valuation and deduction directions
Legal Topics
Unfairly Prejudicial Conduct, Buy‑out Order Under S168 a, Quasi‑partnership, Valuation Date, Minority Discount, Misconduct Allegations
Source Language
EN
Company Law Shareholder Disputes Equity (unfair Prejudice) Valuation of Shares Unfairly Prejudicial Conduct Buy‑out Order Under S168 a Quasi‑partnership Valuation Date +2 more

Case Brief

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Parties

She Wai Hung

Petitioner

Juliano Lim

1st Respondent

Johnathan Lim

2nd Respondent

Golden Bright Limited

3rd Respondent

Procedural Posture

Petition Under Section 168 a of the Companies Ordinance (unfair Prejudice) / Judgment After Trial (court of First Instance)

Legal Issues

  1. 1 Whether the petitioner was wrongfully excluded from management
  2. 2 Whether the Companys business was wrongfully diverted to Gold Loop
  3. 3 Whether the petitioner’s resignation was conditional on completion of sale

Ratio Decidendi

Petitioner proved unfairly prejudicial conduct by wrongful diversion of the Companys business to Gold Loop and wrongful exclusion from management; accordingly court ordered the 1st respondent to purchase the petitioner’s 4,000 shares at a valuation as at 18 May 1997 without minority discount, subject to deduction of HK$496,671.25 for the petitioner’s shortfall in capital contribution, with valuer appointment procedures set out and costs awarded to petitioner (order nisi).

Court Disposition

Petition allowed; buy‑out order made in favour of petitioner with detailed valuation and deduction directions

Orders

  • 1st respondent to purchase the 4,000 ordinary shares of HK$1.00 each registered in the name of the petitioner; price to be fixed by a valuer (certified public accountant) to be agreed within 14 days or appointed by president of Hong Kong Society of Accountants
  • Valuer to value shares by reference to the Companys assets, profitability and prospects as at 18 May 1997; no minority discount; purchase price to be adjusted by deducting HK$496,671.25 for shortfall in petitioner’s contribution to loan capital