KWOK PING SHEUNG WALTER v. SUN HUNG KAI PROPERTIES LTD AND OTHERS

KWOK PING SHEUNG WALTER v. SUN HUNG KAI PROPERTIES LTD AND OTHERS

The application for an interim injunction is dismissed because there is no serious question to be tried on breach of contract, tort or fiduciary breach: the alleged 18 February agreement did not bind all directors and could not lawfully fetter the board's statutory powers or alter the Articles; there is no...

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Citation
KWOK PING SHEUNG WALTER v. SUN HUNG KAI PROPERTIES LTD AND OTHERS
Parties
Plaintiff: Walter (Plaintiff); 1st Defendant: Sun Hung Kai Properties Limited; 2nd Defendant: Kwok Ping Kwong Thomas; 3rd Defendant: Kwok Ping Luen Raymond; 4th Defendant: Kwong Chun; 5th Defendant: Chan Kai Ming; 6th Defendant: Wong Chik Wing Mike; 7th Defendant: Chan Kui Yuen Thomas; 8th Defendant: Wong Yick Kam Michael; 9th Defendant: Lee Shau Kee; 10th Defendant: Woo Po Shing; 11th Defendant: Li Ka Cheung Eric; 12th Defendant: Kwan Cheuk Yin William; 13th Defendant: Lo Chiu Chun Clement; 14th Defendant: Chung Sze Yuen; 15th Defendant: Yip Peter Dicky; 16th Defendant: Wong Yue Chim Richard; 17th Defendant: Cheung Kin Tung Marvin
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
23 May 2008
Case Number
HCA857/2008
Procedural Posture
Interim Injunction Application / Interim Hearing (chambers Decision)
Outcome
Application dismissed
Legal Topics
Breach of Contract, Procuring Breach of Contract (tort), Fiduciary Duties, Internal Management, Alteration of Articles
Source Language
en
Company Law Equity Civil Procedure Injunctions Breach of Contract Procuring Breach of Contract (tort) Fiduciary Duties Internal Management +1 more

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Parties

Walter (Plaintiff)

Plaintiff

Sun Hung Kai Properties Limited

1st Defendant

Kwok Ping Kwong Thomas

2nd Defendant

Kwok Ping Luen Raymond

3rd Defendant

Kwong Chun

4th Defendant

Chan Kai Ming

5th Defendant

Wong Chik Wing Mike

6th Defendant

Chan Kui Yuen Thomas

7th Defendant

Wong Yick Kam Michael

8th Defendant

Lee Shau Kee

9th Defendant

Woo Po Shing

10th Defendant

Li Ka Cheung Eric

11th Defendant

Kwan Cheuk Yin William

12th Defendant

Lo Chiu Chun Clement

13th Defendant

Chung Sze Yuen

14th Defendant

Yip Peter Dicky

15th Defendant

Wong Yue Chim Richard

16th Defendant

Cheung Kin Tung Marvin

17th Defendant

Procedural Posture

Interim Injunction Application / Interim Hearing (chambers Decision)

Legal Issues

  1. 1 Whether there is a serious question to be tried that an agreement barred removal of plaintiff as chairman and CEO
  2. 2 Whether there is a serious question to be tried in tort for procuring breach of contract
  3. 3 Whether directors would exercise fiduciary power for improper purpose such as to justify restraining board action

Ratio Decidendi

The application for an interim injunction is dismissed because there is no serious question to be tried on breach of contract, tort or fiduciary breach: the alleged 18 February agreement did not bind all directors and could not lawfully fetter the board's statutory powers or alter the Articles; there is no evidential basis that directors would act with improper motives; damages are adequate for the plaintiff while an injunction would cause substantial, hard–to‑quantify injury to the company; balance of convenience favours refusal.

Court Disposition

Application dismissed

Orders

  • Application for interim injunction dismissed
  • Plaintiff to pay costs of 1st to 8th Defendants at the ex parte hearing on a party-and-party basis to be paid forthwith