RE B F CONSTRUCTION CO. LTD.

RE B F CONSTRUCTION CO. LTD.

The court dismissed the four winding-up petitions and discharged the provisional liquidators because the petitioning shareholder(s) withdrew support, there was credible evidence of settlement and material creditor support (including conditional settlements with major employers) rendering the companies effectively solvent or likely to result in full payment, no creditor sought substitution as petitioner, and appropriate protections and undertakings were given so creditors are not prejudiced; consequential orders to be settled on paper.

Citation
RE B F CONSTRUCTION CO. LTD.
Parties
Petitioner: Junestar Investment Corporation; Petitioner: Madam Law Wai Duen; Respondent/shareholder: Dr Chan Siu Chick; Company (subject): Boldwin Construction Company Limited; Company (subject): Maintain Profits Limited; Company (subject): Myriad Gold Corporation; Company (subject): B F Construction Company Limited; Officeholder: The Provisional Liquidators; Officeholder: Official Receiver
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
8 February 2006
Case Number
HCCW691/2004
Procedural Posture
Companies (winding Up) / Judgment
Outcome
Petitions dismissed and provisional liquidators discharged
Legal Topics
Winding Up, Provisional Liquidators, Dismissal of Petition, Misfeasance, Solvency, Settlement
Source Language
EN
Companies Law Insolvency Law Family/matrimonial Law Winding Up Provisional Liquidators Dismissal of Petition Misfeasance Solvency +1 more

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Parties

Junestar Investment Corporation

Petitioner

Madam Law Wai Duen

Petitioner

Dr Chan Siu Chick

Respondent/shareholder

Boldwin Construction Company Limited

Company (subject)

Maintain Profits Limited

Company (subject)

Myriad Gold Corporation

Company (subject)

B F Construction Company Limited

Company (subject)

The Provisional Liquidators

Officeholder

Official Receiver

Officeholder

Procedural Posture

Companies (winding Up) / Judgment

Legal Issues

  1. 1 Whether court should dismiss winding-up petitions following settlement between shareholders and petitioner
  2. 2 Whether dismissal would prejudice creditors and the public interest
  3. 3 Whether provisional liquidators should be discharged

Ratio Decidendi

The court dismissed the four winding-up petitions and discharged the provisional liquidators because the petitioning shareholder(s) withdrew support, there was credible evidence of settlement and material creditor support (including conditional settlements with major employers) rendering the companies effectively solvent or likely to result in full payment, no creditor sought substitution as petitioner, and appropriate protections and undertakings were given so creditors are not prejudiced; consequential orders to be settled on paper.

Court Disposition

Petitions dismissed and provisional liquidators discharged

Orders

  • Order that the petition against each of the four companies be dismissed
  • Order discharging the provisional liquidators from their office in respect of each company