RE FIVE LAKES INVESTMENT CO LTD

RE FIVE LAKES INVESTMENT CO LTD

Petitioner established a believable prima facie case for a just and equitable winding-up based on alleged misappropriation, denial of access to books, loss of mutual confidence and operational deadlock; balancing commercial realities and urgency the court must appoint an independent provisional liquidator to hold...

Source-derived case information.

Citation
RE FIVE LAKES INVESTMENT CO LTD
Parties
Petitioner: Gala Land Investment Co. Ltd.; Opposing Contributory: Octaland Holdings (H.K.) Ltd.; Official Receiver: Official Receiver; Company (subject of Winding Up Petitions): Five Lakes Investment Company Limited; Company (subject of Winding Up Petitions): Multiford Company Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
26 October 1983
Case Number
HCCW78/1983
Procedural Posture
Companies (winding Up) Petitions Under Companies Ordinance (cap.32) / Interim Applications: Appointment of Provisional Liquidators and Application Under S.182 for Exoneration of Payments (applications Heard Together Before Substantive Hearing)
Outcome
Consolidation of petitions; provisional liquidators appointed for Five Lakes and Multiford; application under section 182 dismissed; costs reserved.
Legal Topics
Winding Up, Provisional Liquidator, Just and Equitable Winding Up, Section 182 Companies Ordinance, Section 193 Companies Ordinance, Directors' Inspection Rights, Deadlock and Management Paralysis
Source Language
en
Company Law Insolvency Equity Commercial Law Winding Up Provisional Liquidator Just and Equitable Winding Up Section 182 Companies Ordinance +3 more

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Parties

Gala Land Investment Co. Ltd.

Petitioner

Octaland Holdings (H.K.) Ltd.

Opposing Contributory

Official Receiver

Official Receiver

Five Lakes Investment Company Limited

Company (subject of Winding Up Petitions)

Multiford Company Limited

Company (subject of Winding Up Petitions)

Procedural Posture

Companies (winding Up) Petitions Under Companies Ordinance (cap.32) / Interim Applications: Appointment of Provisional Liquidators and Application Under S.182 for Exoneration of Payments (applications Heard Together Before Substantive Hearing)

Legal Issues

  1. 1 Whether petitioner established a prima facie case for a winding-up order under the just and equitable provision
  2. 2 Whether a provisional liquidator should be appointed pending the hearing
  3. 3 Whether the section 182 application to authorise routine outgoings should be granted in lieu of appointing a provisional liquidator

Ratio Decidendi

Petitioner established a believable prima facie case for a just and equitable winding-up based on alleged misappropriation, denial of access to books, loss of mutual confidence and operational deadlock; balancing commercial realities and urgency the court must appoint an independent provisional liquidator to hold the companies' affairs pending the substantive hearing, and accordingly the section 182 exoneration application is dismissed.

Court Disposition

Consolidation of petitions; provisional liquidators appointed for Five Lakes and Multiford; application under section 182 dismissed; costs reserved.

Orders

  • Consolidation of the two winding-up petitions for Five Lakes Investment Company Limited and Multiford Company Limited
  • Dismissal of the application under section 182 for exoneration of proposed payments