RE ADVANCED GENERAL PRINTING INKS LTD

RE ADVANCED GENERAL PRINTING INKS LTD

The Company was insolvent on both cash flow and balance sheet tests and the shareholders' relationship had irretrievably broken down producing a board deadlock; SCG validly exercised its contractual right to give notice to wind up and was not acting with an ulterior motive or abusing court process; alternative remedies were impracticable or unreasonable; accordingly a winding‑up order was appropriate and costs should be paid by AICL and taxed on a higher scale.

Citation
RE ADVANCED GENERAL PRINTING INKS LTD
Parties
Petitioner (contributory): Sun Chemical Group B.V.; Opposing Contributory / Respondent: Advanced Ink and Coating Limited; Company (subject): Advanced General Printing Inks Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
10 July 2003
Case Number
HCCW1342/2002
Procedural Posture
Companies (winding‑up) Petition / Judgment (court of First Instance)
Outcome
Winding‑up order made on grounds of insolvency (s.177(1)(d)) and just and equitable (s.177(1)(f)); costs awarded to petitioner payable by AICL
Legal Topics
Winding Up, Just and Equitable Winding Up, Insolvency (s.177(1)(d)), Shareholders Agreement, Deadlock, Costs
Source Language
EN
Company Law Insolvency Law Equity Winding Up Just and Equitable Winding Up Insolvency (s.177(1)(d)) Shareholders Agreement Deadlock +1 more

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Parties

Sun Chemical Group B.V.

Petitioner (contributory)

Advanced Ink and Coating Limited

Opposing Contributory / Respondent

Advanced General Printing Inks Limited

Company (subject)

Procedural Posture

Companies (winding‑up) Petition / Judgment (court of First Instance)

Legal Issues

  1. 1 Whether the Company should be wound up on the ground of insolvency under s.177(1)(d)
  2. 2 Whether it is just and equitable to wind up the Company under s.177(1)(f) due to deadlock and breakdown in relations
  3. 3 Whether the petitioner is acting with ulterior motive or abusing court process

Ratio Decidendi

The Company was insolvent on both cash flow and balance sheet tests and the shareholders' relationship had irretrievably broken down producing a board deadlock; SCG validly exercised its contractual right to give notice to wind up and was not acting with an ulterior motive or abusing court process; alternative remedies were impracticable or unreasonable; accordingly a winding‑up order was appropriate and costs should be paid by AICL and taxed on a higher scale.

Court Disposition

Winding‑up order made on grounds of insolvency (s.177(1)(d)) and just and equitable (s.177(1)(f)); costs awarded to petitioner payable by AICL

Orders

  • Order that Advanced General Printing Inks Limited be wound up
  • Order that the costs of the petitioner (SCG) be paid by Advanced Ink and Coating Limited (AICL) and not out of the Company's assets