FANCYMIND INC v. CENTRAL BILLION INC AND OTHERS

FANCYMIND INC v. CENTRAL BILLION INC AND OTHERS

The judge held that Re Yung Kee did not mandate striking out because the present companies directly held significant assets and engaged in activities in Hong Kong, making the facts distinguishable; considering all circumstances there was a sufficient connection to invoke s327 jurisdiction and it was not a plain...

Source-derived case information.

Citation
FANCYMIND INC v. CENTRAL BILLION INC AND OTHERS
Parties
Petitioner (hccw369/2011; Hccw370/2011): WINBLESS INC; Petitioner (hccw375/2011): FANCYMIND INC; 1st Respondent: SILVER SHADOW COMPANY LIMITED; 2nd Respondent (hccw369/2011; 4th Respondent Hccw375/2011): GRANDYEAR INC; 3rd Respondent (hccw369/2011; 5th Respondent Hccw375/2011): AMAZING INC; 4th Respondent (hccw369/2011); 1st Respondent (hccw375/2011): CENTRAL BILLION INC; 4th Respondent (hccw370/2011); 2nd Respondent (hccw375/2011): WELLJOY INC; 6th Respondent (hccw375/2011): FULL BENEFIT PROPERTY CORP
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
12 May 2014
Case Number
HCCW375/2011
Procedural Posture
Companies Winding Up Proceedings Under S327 Companies Ordinance (cap 32) / Application for Leave to Appeal Against Decision Refusing to Strike Out Petitions (heard Together)
Outcome
Leave to appeal granted on Grounds 1 to 3 of the intended appeal; leave refused for Grounds 4 to 9; petitioners’ summons of 2 May 2014 dismissed; costs of the application for leave to appeal to be in the cause of the appeal; no separate leave required to file the Notice of Appeal
Legal Topics
Winding Up, Jurisdiction, Separate Legal Entity, Leave to Appeal, Striking Out
Source Language
en
Company Law Civil Procedure Private International Law Winding Up Jurisdiction Separate Legal Entity Leave to Appeal Striking Out

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Parties

WINBLESS INC

Petitioner (hccw369/2011; Hccw370/2011)

FANCYMIND INC

Petitioner (hccw375/2011)

SILVER SHADOW COMPANY LIMITED

1st Respondent

GRANDYEAR INC

2nd Respondent (hccw369/2011; 4th Respondent Hccw375/2011)

AMAZING INC

3rd Respondent (hccw369/2011; 5th Respondent Hccw375/2011)

CENTRAL BILLION INC

4th Respondent (hccw369/2011); 1st Respondent (hccw375/2011)

WELLJOY INC

4th Respondent (hccw370/2011); 2nd Respondent (hccw375/2011)

FULL BENEFIT PROPERTY CORP

6th Respondent (hccw375/2011)

Procedural Posture

Companies Winding Up Proceedings Under S327 Companies Ordinance (cap 32) / Application for Leave to Appeal Against Decision Refusing to Strike Out Petitions (heard Together)

Legal Issues

  1. 1 Whether there is a sufficient connection between the BVI companies and Hong Kong for the court to exercise extraterritorial winding-up jurisdiction under s327
  2. 2 Whether the doctrine of separate legal personality as explained in Re Yung Kee requires striking out
  3. 3 Whether the judge misapplied authorities (including s168A jurisprudence) and erred in law in exercising discretion not to strike out

Ratio Decidendi

The judge held that Re Yung Kee did not mandate striking out because the present companies directly held significant assets and engaged in activities in Hong Kong, making the facts distinguishable; considering all circumstances there was a sufficient connection to invoke s327 jurisdiction and it was not a plain error of law to refuse striking out; accordingly leave to appeal was granted only on the discrete legal grounds (1–3) concerning separate legal entity and scope of s327 and refused on factual/weight grounds (4–9).

Court Disposition

Leave to appeal granted on Grounds 1 to 3 of the intended appeal; leave refused for Grounds 4 to 9; petitioners’ summons of 2 May 2014 dismissed; costs of the application for leave to appeal to be in the cause of the appeal; no separate leave required to file the Notice of Appeal

Orders

  • Grant leave to appeal on Grounds 1 to 3 only
  • Refuse leave to appeal on Grounds 4 to 9