LEI ZI SHEN v.TAI-AO ALUMINIUM GROUP LTD AND OTHERS

LEI ZI SHEN v.TAI-AO ALUMINIUM GROUP LTD AND OTHERS

The court held that the rescission/credit argument was unarguable on the facts and that the petition failed to plead adequately the loss of confidence and improper removal grounds, but those grounds were arguable in principle and the petitioner was granted leave to re-amend; the prayer for winding up was struck out as there was no real prospect of a winding up order given the company's apparent solvency and availability of buy-out remedies; petition to be struck out unless leave to re-amend obtained within 42 days.

Citation
LEI ZI SHEN v.TAI-AO ALUMINIUM GROUP LTD AND OTHERS
Parties
Petitioner: Lei Zi Shen; Company / Respondent: Tai-Ao Aluminium Group Limited; 2nd Respondent: Right Global Developments Limited; 4th Respondent: Ho Seong Peng
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
11 November 2005
Case Number
HCCW1116/2004
Procedural Posture
Companies Petition Winding Up / Just and Equitable Petition / Application to Strike Out; Judgment on Strike Out (court of First Instance)
Outcome
Amended petition struck out; leave to apply to re-amend limited to specified arguable grounds within 42 days; winding up relief struck out
Legal Topics
Winding Up, Just and Equitable Ground, Section 168 a Buy Out Orders, Inspection of Books, Director Removal, Bankruptcy Offences S131, Director Prohibition S156, Strike Out Under Procedural Rules
Source Language
EN
Company Law Insolvency Law Bankruptcy Law Civil Procedure Winding Up Just and Equitable Ground Section 168 a Buy Out Orders Inspection of Books +4 more

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Parties

Lei Zi Shen

Petitioner

Tai-Ao Aluminium Group Limited

Company / Respondent

Right Global Developments Limited

2nd Respondent

Ho Seong Peng

4th Respondent

Procedural Posture

Companies Petition Winding Up / Just and Equitable Petition / Application to Strike Out; Judgment on Strike Out (court of First Instance)

Legal Issues

  1. 1 Whether the amended petition should be struck out in whole or in part
  2. 2 Whether the Agreement is voidable/rescindable due to nondisclosure of bankruptcy and s131 Bankruptcy Ordinance
  3. 3 Whether there is a justifiable loss of confidence amounting to grounds for relief under s168A or s177(1)(f) Companies Ordinance

Ratio Decidendi

The court held that the rescission/credit argument was unarguable on the facts and that the petition failed to plead adequately the loss of confidence and improper removal grounds, but those grounds were arguable in principle and the petitioner was granted leave to re-amend; the prayer for winding up was struck out as there was no real prospect of a winding up order given the company's apparent solvency and availability of buy-out remedies; petition to be struck out unless leave to re-amend obtained within 42 days.

Court Disposition

Amended petition struck out; leave to apply to re-amend limited to specified arguable grounds within 42 days; winding up relief struck out

Orders

  • Relief seeking winding up (paragraph (2) of the Notice of Motion) struck out
  • Amended petition struck out unless within 42 days petitioner files summons seeking leave to re-amend (or further time agreed/allowed)