LAU YUK CHUEN v. GAUSS ELECTRONICS CO. LTD. AND OTHERS

LAU YUK CHUEN v. GAUSS ELECTRONICS CO. LTD. AND OTHERS

Court found Gauss was a quasi‑partnership; respondents unjustifiably excluded and removed Petitioner; valuation date fixed as petition date 13 February 1999; shares to be valued without minority discount; purchase price to include interest at 10% p.a. from 13 February 1999 until payment; dividend of HK$816,000 payable with interest 10% from 19 March 1999 to 25 November 1999 and thereafter at judgment rate; directors' fees and bonus and tax refund to be included as current assets for valuation; respondents to pay costs.

Citation
LAU YUK CHUEN v. GAUSS ELECTRONICS CO. LTD. AND OTHERS
Parties
Petitioner: Lau Yuk Chuen; 1st Respondent: Gauss Electronics Company Limited; 2nd Respondent: Lau Yiu Kit; 3rd Respondent: Chu Kam Ping; 4th Respondent: Megumi Andoh
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
8 December 1999
Case Number
HCCW145/1999
Procedural Posture
Companies (winding Up) Petitions (hccw 145 & 146 of 1999) / Valuation and Costs Stage Following Consent Order; Appointment of Valuer and Determination of Purchase Price
Outcome
Petitions stayed; orders made for buy‑out of Petitioner’s shares in Gauss and East Point at value fixed by valuer on specified terms; respondents to pay costs and interest as ordered.
Legal Topics
Unfairly Prejudicial Conduct / Oppression, Quasi‑partnership, Buy‑out Under Section 168 a Companies Ordinance, Valuation Date for Shares, Interest on Purchase Price, Directors' Removal and Remuneration
Source Language
EN
Company Law Equity Civil Procedure Unfairly Prejudicial Conduct / Oppression Quasi‑partnership Buy‑out Under Section 168 a Companies Ordinance Valuation Date for Shares Interest on Purchase Price +1 more

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Parties

Lau Yuk Chuen

Petitioner

Gauss Electronics Company Limited

1st Respondent

Lau Yiu Kit

2nd Respondent

Chu Kam Ping

3rd Respondent

Megumi Andoh

4th Respondent

Procedural Posture

Companies (winding Up) Petitions (hccw 145 & 146 of 1999) / Valuation and Costs Stage Following Consent Order; Appointment of Valuer and Determination of Purchase Price

Legal Issues

  1. 1 Whether company was a quasi‑partnership and Petitioner was unjustifiably excluded from management and removed as director
  2. 2 Proper date for valuation of Petitioner’s shares
  3. 3 Whether minority discount should apply to share valuation

Ratio Decidendi

Court found Gauss was a quasi‑partnership; respondents unjustifiably excluded and removed Petitioner; valuation date fixed as petition date 13 February 1999; shares to be valued without minority discount; purchase price to include interest at 10% p.a. from 13 February 1999 until payment; dividend of HK$816,000 payable with interest 10% from 19 March 1999 to 25 November 1999 and thereafter at judgment rate; directors' fees and bonus and tax refund to be included as current assets for valuation; respondents to pay costs.

Court Disposition

Petitions stayed; orders made for buy‑out of Petitioner’s shares in Gauss and East Point at value fixed by valuer on specified terms; respondents to pay costs and interest as ordered.

Orders

  • 2nd, 3rd and 4th Respondents to purchase Petitioner’s 750 ordinary shares of HK$100 each in Gauss at price fixed by valuer
  • 2nd, 3rd and 4th Respondents to purchase Petitioner’s 2,500 ordinary shares of HK$1 each in East Point at price fixed by valuer