SHUI ON INVESTMENT CO LTD v. SHANGHAI HOTEL INVESTMENTS LTD AND OTHERS

SHUI ON INVESTMENT CO LTD v. SHANGHAI HOTEL INVESTMENTS LTD AND OTHERS

The court held that the declaratory and disclosure relief sought in paragraphs (2)–(4) of the petition could not sensibly be regarded as incidental or ancillary to a winding up under s327(3)(c); consequently the strike‑out application by HIT and Pavilion was well founded, the petition was struck out and dismissed as against them, and the petitioner was ordered to pay their costs, which were assessed after reduction.

Citation
SHUI ON INVESTMENT CO LTD v. SHANGHAI HOTEL INVESTMENTS LTD AND OTHERS
Parties
Petitioner: Shui On Investment Company Limited; 1st Respondent: Shanghai Hotel Investments Limited; 2nd Respondent: Mr Leo Koguan; 3rd Respondent: Harbin Institute of Technology Group Inc; 4th Respondent: Pavilion International Limited; Company (subject of Petition) / 5th Respondent (absent): Victorious Run Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
14 June 2010
Case Number
HCCW452/2009
Procedural Posture
Companies (winding Up) No. 452 of 2009 (winding Up Petition) / Judgment on Strike Out Application and Costs
Outcome
Petition struck out and dismissed as against Harbin Institute of Technology Group Inc and Pavilion International Limited; petitioner ordered to pay assessed costs to those respondents.
Legal Topics
Winding Up, Strike Out, Joinder of Non‑parties, Declaratory Relief, Disclosure (norwich Pharmacal and Non‑party Discovery), Costs Assessment, Companies Ordinance S327, Companies Ordinance S168 a
Source Language
EN
Company Law Civil Procedure Costs Law Injunctions and Declaratory Relief Winding Up Strike Out Joinder of Non‑parties Declaratory Relief +4 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 7 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Shui On Investment Company Limited

Petitioner

Shanghai Hotel Investments Limited

1st Respondent

Mr Leo Koguan

2nd Respondent

Harbin Institute of Technology Group Inc

3rd Respondent

Pavilion International Limited

4th Respondent

Victorious Run Limited

Company (subject of Petition) / 5th Respondent (absent)

Procedural Posture

Companies (winding Up) No. 452 of 2009 (winding Up Petition) / Judgment on Strike Out Application and Costs

Legal Issues

  1. 1 Whether a winding‑up petition under s327(3)(c) can support declaratory or disclosure orders against non‑shareholders
  2. 2 Whether non‑shareholders (HIT and Pavilion) should be joined to a s327 petition absent knowledge of alleged breaches or fraud
  3. 3 Proper costs order where petitioner ceases to pursue proceedings and does not oppose a strike‑out application

Ratio Decidendi

The court held that the declaratory and disclosure relief sought in paragraphs (2)–(4) of the petition could not sensibly be regarded as incidental or ancillary to a winding up under s327(3)(c); consequently the strike‑out application by HIT and Pavilion was well founded, the petition was struck out and dismissed as against them, and the petitioner was ordered to pay their costs, which were assessed after reduction.

Court Disposition

Petition struck out and dismissed as against Harbin Institute of Technology Group Inc and Pavilion International Limited; petitioner ordered to pay assessed costs to those respondents.

Orders

  • Costs claimed reduced by HK$132,000 after assessment (allowable costs assessed accordingly)