CHAN LUEN YAN AND OTHERS v. CHAN TIN CHAI AND OTHERS

CHAN LUEN YAN AND OTHERS v. CHAN TIN CHAI AND OTHERS

The court declined to disturb the valuer's Supplemental Report because the valuer acted within his instructions, relied on audited accounts and independent professional surveyors, and no material departure, fraud or collusion was shown; the Valuer's adjustments properly implemented the earlier judgment's direction to reverse unfair waivers. Consequently the court affirmed the supplemental valuation and ordered the company to buy the petitioners' shares at HK$1,215.71 per share with procedural directions for payment and transfer, leaving interest and costs to be resolved on paper if not agreed.

Citation
CHAN LUEN YAN AND OTHERS v. CHAN TIN CHAI AND OTHERS
Parties
1st Petitioner: CHAN LUEN YAN; 2nd Petitioner: CHAN HIN TUNG; 3rd Petitioner: CHAN LUEN FAI; 4th Petitioner: CHAN LUEN CHEUNG; 1st Respondent: CHAN TIN CHAI; 2nd Respondent: CHAN HIN KAI; 3rd Respondent: CHAN HIN KUEN MICKY; 4th Respondent: CHAN HIN CHEUNG PAUL; 5th Respondent: CHAN BO YU; 6th Respondent: CHAN MO YIN; 7th Respondent: CHAN TAT CHAI; 8th Respondent: CHAN HIN CHAI; 9th Respondent: CHAN NAM THOMAS; 10th Respondent: CHAN LOON FONG; 11th Respondent: GOLDSFINE DEVELOPMENT LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 July 2013
Case Number
HCCW211/2007
Procedural Posture
Companies (winding‑up) No 211 of 2007 / Chambers Judgment on Summons to Review Valuer's Supplemental Report and Directions for Buyout
Outcome
Petitioners' application to revise the valuer's reports dismissed; valuer's supplemental valuation affirmed and buyout ordered
Legal Topics
Unfairly Prejudicial Conduct, Share Buyout Under S168 a, Expert Determination, Net Asset Value Adjustments, Repayment of Shareholder Loans
Source Language
EN
Company Law Corporate Valuation Civil Procedure Equity Unfairly Prejudicial Conduct Share Buyout Under S168 a Expert Determination Net Asset Value Adjustments +1 more

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Parties

CHAN LUEN YAN

1st Petitioner

CHAN HIN TUNG

2nd Petitioner

CHAN LUEN FAI

3rd Petitioner

CHAN LUEN CHEUNG

4th Petitioner

CHAN TIN CHAI

1st Respondent

CHAN HIN KAI

2nd Respondent

CHAN HIN KUEN MICKY

3rd Respondent

CHAN HIN CHEUNG PAUL

4th Respondent

CHAN BO YU

5th Respondent

CHAN MO YIN

6th Respondent

CHAN TAT CHAI

7th Respondent

CHAN HIN CHAI

8th Respondent

CHAN NAM THOMAS

9th Respondent

CHAN LOON FONG

10th Respondent

GOLDSFINE DEVELOPMENT LIMITED

11th Respondent

Procedural Posture

Companies (winding‑up) No 211 of 2007 / Chambers Judgment on Summons to Review Valuer's Supplemental Report and Directions for Buyout

Legal Issues

  1. 1 Whether the valuer's supplemental report should be set aside or revised
  2. 2 Whether specific adjustments to NAV (waived rents, loans, goodwill, property valuation, legal expenses) should be made in favour of petitioners
  3. 3 Whether the valuer departed materially from instructions or lacked independence

Ratio Decidendi

The court declined to disturb the valuer's Supplemental Report because the valuer acted within his instructions, relied on audited accounts and independent professional surveyors, and no material departure, fraud or collusion was shown; the Valuer's adjustments properly implemented the earlier judgment's direction to reverse unfair waivers. Consequently the court affirmed the supplemental valuation and ordered the company to buy the petitioners' shares at HK$1,215.71 per share with procedural directions for payment and transfer, leaving interest and costs to be resolved on paper if not agreed.

Court Disposition

Petitioners' application to revise the valuer's reports dismissed; valuer's supplemental valuation affirmed and buyout ordered

Orders

  • The Petitioners' shares in the Company, whether Class A or Class B, are valued at HK$1,215.71 per share
  • The Company shall pay each Petitioner the purchase price for their shares in accordance with the valuation aforesaid, and interest, if any; payment to be made by bankers draft on a date to be agreed between the Petitioners and the Company, not later than 60 days from the date of the judgment