RE LEGEND INTERNATIONAL RESORTS LTD

RE LEGEND INTERNATIONAL RESORTS LTD

On the evidence and proper construction of the Facility Agreement the petitioner, MSEMI, qualified as an Eligible Transferee and thus as a creditor; the Company failed to establish a bona fide dispute on substantial grounds about MSEMI's locus standi; the Philippine Stay Order did not prevent Hong Kong winding-up...

Source-derived case information.

Citation
RE LEGEND INTERNATIONAL RESORTS LTD
Parties
Petitioner: Morgan Stanley Emerging Markets Inc.; Company: Legend International Resorts Limited; Official Receiver: Official Receiver
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
8 June 2006
Case Number
HCCW1139/2004
Procedural Posture
Winding Up Petition Under the Companies Ordinance Cap. 32 / Judgment (decision)
Outcome
Winding-up order made against Legend International Resorts Limited
Legal Topics
Winding Up, Insolvency, Disputed Debt, Rehabilitation Proceedings, Stay of Proceedings, Contract Construction, Locus Standi
Source Language
en
Company Law Insolvency Civil Procedure International Insolvency/rehabilitation Winding Up Disputed Debt Rehabilitation Proceedings Stay of Proceedings +2 more

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Parties

Morgan Stanley Emerging Markets Inc.

Petitioner

Legend International Resorts Limited

Company

Official Receiver

Official Receiver

Procedural Posture

Winding Up Petition Under the Companies Ordinance Cap. 32 / Judgment (decision)

Legal Issues

  1. 1 Whether MSEMI qualifies as a creditor/Eligible Transferee under the Facility Agreement
  2. 2 Whether a Philippine Court Stay Order prevents Hong Kong winding-up proceedings
  3. 3 Whether the court should exercise its discretion to refuse winding-up to allow rehabilitation proceedings to continue

Ratio Decidendi

On the evidence and proper construction of the Facility Agreement the petitioner, MSEMI, qualified as an Eligible Transferee and thus as a creditor; the Company failed to establish a bona fide dispute on substantial grounds about MSEMI's locus standi; the Philippine Stay Order did not prevent Hong Kong winding-up proceedings; the Rehab Plan was no longer viable and there were no exceptional reasons to refuse relief. Consequently a winding-up order was appropriate.

Court Disposition

Winding-up order made against Legend International Resorts Limited

Orders

  • Winding-up order against Legend International Resorts Limited
  • Costs of the petitioner to be paid out of the assets of the Company