RE MYRIAD GOLD CORPORATION

RE MYRIAD GOLD CORPORATION

The petitions were dismissed and provisional liquidators discharged because the court was satisfied there was a bona fide settlement between the shareholders which, together with conditional settlements with major employers and the provisional liquidators' own reports indicating likely solvency or sufficient recoveries, meant creditors' interests would not be prejudiced and dismissal would avoid wasteful costs and multiplicity of proceedings.

Citation
RE MYRIAD GOLD CORPORATION
Parties
Company (subject of Winding Up Petition): Boldwin Construction Company Limited; Company (subject of Winding Up Petition): Maintain Profits Limited; Company (subject of Winding Up Petition): Myriad Gold Corporation; Company (subject of Winding Up Petition): B F Construction Company Limited; Petitioner: Junestar Investment Corporation; Petitioner/shareholder: Madam Law Wai Duen (Nina); Respondent/shareholder: Dr Chan Siu Chick; Provisional Liquidators: Provisional Liquidators; Official Receiver: Official Receiver
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
8 February 2006
Case Number
HCCW346/2002
Procedural Posture
Companies (winding Up) / Judgment (dismissal of Petitions)
Outcome
Petitions dismissed and provisional liquidators discharged
Legal Topics
Winding Up, Provisional Liquidators, Misfeasance, Just and Equitable Winding Up, Dismissal of Petition, Settlement Between Shareholders
Source Language
EN
Company Law Insolvency Law Civil Procedure Family/relationship Disputes Affecting Corporate Control Winding Up Provisional Liquidators Misfeasance Just and Equitable Winding Up +2 more

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Parties

Boldwin Construction Company Limited

Company (subject of Winding Up Petition)

Maintain Profits Limited

Company (subject of Winding Up Petition)

Myriad Gold Corporation

Company (subject of Winding Up Petition)

B F Construction Company Limited

Company (subject of Winding Up Petition)

Junestar Investment Corporation

Petitioner

Madam Law Wai Duen (Nina)

Petitioner/shareholder

Dr Chan Siu Chick

Respondent/shareholder

Provisional Liquidators

Provisional Liquidators

Official Receiver

Official Receiver

Procedural Posture

Companies (winding Up) / Judgment (dismissal of Petitions)

Legal Issues

  1. 1 Whether the winding-up petitions should be dismissed given a confidential settlement between shareholders
  2. 2 Whether dismissal would prejudice creditors or the public interest where insolvency is alleged
  3. 3 Whether Dr Chan had locus to apply to dismiss the petition against BF

Ratio Decidendi

The petitions were dismissed and provisional liquidators discharged because the court was satisfied there was a bona fide settlement between the shareholders which, together with conditional settlements with major employers and the provisional liquidators' own reports indicating likely solvency or sufficient recoveries, meant creditors' interests would not be prejudiced and dismissal would avoid wasteful costs and multiplicity of proceedings.

Court Disposition

Petitions dismissed and provisional liquidators discharged

Orders

  • The petition against each of the four companies (Boldwin Construction Company Limited; Maintain Profits Limited; Myriad Gold Corporation; B F Construction Company Limited) is dismissed
  • The provisional liquidators are discharged from their office in respect of each of the four companies