LEE JONG RONG AND ANOTHER v. GREAT CHOICE CONSULTANTS LTD AND OTHERS

LEE JONG RONG AND ANOTHER v. GREAT CHOICE CONSULTANTS LTD AND OTHERS

On the pleaded facts the company was a passive BVI holding company and a bare trustee of shares in its wholly owned subsidiary K&A; the pleaded material did not establish a sufficient connection with Hong Kong for the court to exercise its discretionary winding‑up jurisdiction under s327(3)(c), nor did it establish a place of business in Hong Kong for s168A; accordingly the petition disclosed no reasonable cause of action and was struck out.

Citation
LEE JONG RONG AND ANOTHER v. GREAT CHOICE CONSULTANTS LTD AND OTHERS
Parties
1st Petitioner: LEE JONG RONG; 2nd Petitioner: CHAN MEI CHUN; 1st Respondent: GREAT CHOICE CONSULTANTS LIMITED; 2nd Respondent: LIU CHIN CHEN; 3rd Respondent: LEE TZU CHEN JERRY; 4th Respondent: TSUI KAM CHUEN CLIVE; 5th Respondent: YEH WEN SEN
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
27 May 2015
Case Number
HCCW316/2013
Procedural Posture
Companies (winding‑up) No. 316 of 2013 / Decision on Striking Out Application and Amendment Application
Outcome
Petition struck out; amendment application dismissed
Legal Topics
Winding Up, Just and Equitable Ground, Unfair Prejudice, Established Place of Business, Jurisdiction, Striking Out
Source Language
EN
Company Law Insolvency Law Civil Procedure Private International Law Winding Up Just and Equitable Ground Unfair Prejudice Established Place of Business +2 more

Case Brief

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Parties

LEE JONG RONG

1st Petitioner

CHAN MEI CHUN

2nd Petitioner

GREAT CHOICE CONSULTANTS LIMITED

1st Respondent

LIU CHIN CHEN

2nd Respondent

LEE TZU CHEN JERRY

3rd Respondent

TSUI KAM CHUEN CLIVE

4th Respondent

YEH WEN SEN

5th Respondent

Procedural Posture

Companies (winding‑up) No. 316 of 2013 / Decision on Striking Out Application and Amendment Application

Legal Issues

  1. 1 Whether the Hong Kong court has jurisdiction under s327(3)(c) to wind up a foreign (BVI) unregistered company by reason of a sufficient connection with Hong Kong
  2. 2 Whether the company has "established a place of business" in Hong Kong for the purposes of s168A
  3. 3 Whether the petition should be struck out as disclosing no reasonable cause of action or as abuse of process

Ratio Decidendi

On the pleaded facts the company was a passive BVI holding company and a bare trustee of shares in its wholly owned subsidiary K&A; the pleaded material did not establish a sufficient connection with Hong Kong for the court to exercise its discretionary winding‑up jurisdiction under s327(3)(c), nor did it establish a place of business in Hong Kong for s168A; accordingly the petition disclosed no reasonable cause of action and was struck out.

Court Disposition

Petition struck out; amendment application dismissed

Orders

  • Allow 2nd to 5th Respondents' striking out application
  • Petition dismissed with costs to the 2nd to 5th Respondents