YUNG YUI KWAI v. YUNG WOON KWAI AND OTHERS

YUNG YUI KWAI v. YUNG WOON KWAI AND OTHERS

The Court struck out the winding-up petitions against CY Macao and CY Mauritius for failure to plead and establish sufficient connection with Hong Kong under s.327 and because there was no realistic prospect of establishing jurisdiction; the Court struck out the winding-up prayers in the five Hong Kong company petitions because, on the evidence, there was no real prospect of a winding-up order where buy-out relief was available and the respondents could reasonably be expected to finance a buy-out; the amendment substituting buy-out orders for reinstatement was permitted but costs up to the date of the order were ordered against YYK.

Citation
YUNG YUI KWAI v. YUNG WOON KWAI AND OTHERS
Parties
Petitioner: YUNG YUI KWAI; 2nd Petitioner / Petitioner: YUNG HUNG CHUN LAWRENCE; 1st Respondent: YUNG WOON KWAI; 2nd Respondent: TANG CHACK WING; 3rd Respondent: YUNG WAI YU PATRICIA; 3rd Respondent / Company: CHUN YIP HOLDINGS LIMITED (CY Mauritius); 2nd Respondent / Company: CHUN YIP PLASTICS LIMITED (CY Macao); 3rd Respondent / Company: CHUN YIP PLASTICS LIMITED (Hong Kong); 3rd Respondent / Company: CHUN YIP INDUSTRIAL (HOLDING) LIMITED; 3rd Respondent / Company: JOINMARK INVESTMENT LIMITED; 3rd Respondent / Company: MAX SMART INTERNATIONAL ENTERPRISE LIMITED; 4th Respondent / Company: WELL JOY INVESTMENT LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
23 March 2015
Case Number
HCCW463/2012
Procedural Posture
Companies (winding Up) and Unfair Prejudice / Miscellaneous Proceedings Under Companies Ordinance / Strike Out Applications and Amendment Summons Heard; Judgment Delivered
Outcome
Mixed: petitions against CY Macao and CY Mauritius struck out; winding-up prayers in five Hong Kong company petitions struck out; amendment summons allowed with costs ordered against YYK
Legal Topics
Winding Up, Unfair Prejudice (s.168 A), Jurisdiction Over Foreign Companies (s.327), Strike Out, Amendment of Petitions, Buy Out Orders, Shareholder Remedies
Source Language
EN
Company Law Insolvency Law Civil Procedure Private International Law Winding Up Unfair Prejudice (s.168 A) Jurisdiction Over Foreign Companies (s.327) Strike Out +3 more

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Parties

YUNG YUI KWAI

Petitioner

YUNG HUNG CHUN LAWRENCE

2nd Petitioner / Petitioner

YUNG WOON KWAI

1st Respondent

TANG CHACK WING

2nd Respondent

YUNG WAI YU PATRICIA

3rd Respondent

CHUN YIP HOLDINGS LIMITED (CY Mauritius)

3rd Respondent / Company

CHUN YIP PLASTICS LIMITED (CY Macao)

2nd Respondent / Company

CHUN YIP PLASTICS LIMITED (Hong Kong)

3rd Respondent / Company

CHUN YIP INDUSTRIAL (HOLDING) LIMITED

3rd Respondent / Company

JOINMARK INVESTMENT LIMITED

3rd Respondent / Company

MAX SMART INTERNATIONAL ENTERPRISE LIMITED

3rd Respondent / Company

WELL JOY INVESTMENT LIMITED

4th Respondent / Company

Procedural Posture

Companies (winding Up) and Unfair Prejudice / Miscellaneous Proceedings Under Companies Ordinance / Strike Out Applications and Amendment Summons Heard; Judgment Delivered

Legal Issues

  1. 1 Whether petitions to wind up foreign companies (CY Macao and CY Mauritius) disclose sufficient connection with Hong Kong under s.327
  2. 2 Whether the winding-up prayers in unfair prejudice petitions have any realistic prospect of success given viable alternative of buy-out
  3. 3 Whether the amendment substituting buy-out relief for reinstatement should be permitted and the appropriate costs order

Ratio Decidendi

The Court struck out the winding-up petitions against CY Macao and CY Mauritius for failure to plead and establish sufficient connection with Hong Kong under s.327 and because there was no realistic prospect of establishing jurisdiction; the Court struck out the winding-up prayers in the five Hong Kong company petitions because, on the evidence, there was no real prospect of a winding-up order where buy-out relief was available and the respondents could reasonably be expected to finance a buy-out; the amendment substituting buy-out orders for reinstatement was permitted but costs up to the date of the order were ordered against YYK.

Court Disposition

Mixed: petitions against CY Macao and CY Mauritius struck out; winding-up prayers in five Hong Kong company petitions struck out; amendment summons allowed with costs ordered against YYK

Orders

  • Strike out winding-up petition HCCW 464/2012 (Chun Yip Plastics Limited (Macao)) for failure to plead sufficient connection with Hong Kong under s.327 and no realistic prospect of establishing jurisdiction
  • Strike out winding-up petition HCCW 463/2012 (Chun Yip Holdings Limited (Mauritius)) for failure to plead sufficient connection with Hong Kong under s.327 and no realistic prospect of establishing jurisdiction