Hong Kong Case Law: Decisions & Judgments

Topic

Authority of directors

Legal area

Court

3 Mar 2026

LT v. RV

Citation

[2026] HKCFI 1280
Court

Court of First Instance
Case number

HCCT87/2023

PO7 is not an arbitral award because it did not make a final determination on the substantive claims; s66(2) does not convert the Settlement Agreement into an award for the purposes of s81; the Court nonetheless had jurisdiction under the Settlement Agreement and supervisory jurisdiction to determine its validity; on the evidence (including the Seychelles judgment of 31 July 2025) ML lacked actual authority and there was no operative apparent authority given RV's knowledge of the Scheme and surrounding circumstances, so the Settlement Agreement is not binding on LT; consequential relief follo…
2 Feb 2026

JIANG SAIZHEN v. CHINA COME RIDE NEW ENERGY GROUP LTD AND ANOTHER

Citation

[2026] HKCFI 553
Court

Court of First Instance
Case number

HCA1627/2020

Article 101(2) of the defendant’s articles, properly construed, conferred actual authority on two directors to enter into transactions in the ordinary course of business; the Bond Certificate was executed by two directors and therefore bound the company, any internal Contracts Policy did not override the articles, the transaction was within the company’s ordinary course of business, and the plaintiff paid consideration (via the subsidiary on the company’s behalf) so the bond contract was valid and enforceable; accordingly the plaintiff’s claim succeeds.
30 Sept 2025

SHUN PONG LTD v. CHAN KOO KAI FELIX AND ANOTHER

Citation

[2025] HKCFI 4540
Court

Court of First Instance
Case number

HCA255/2017

The court found the Defendant's evidence on the alleged representations was inherently improbable and the Defendant not a credible witness; no clear representations were made by Chan Senior or the Plaintiff, so reliance, detriment and unconscionability elements failed; accordingly the counterclaim in proprietary/promissory estoppel was dismissed and the Plaintiff's claim for vacant possession succeeded, with mesne profits to be assessed.
9 Apr 2024

ONE WORLDWIDE GROUP LTD v. SEASIDE HOLDINGS LTD

Citation

[2024] HKCFI 999
Court

Court of First Instance
Case number

HCCW107/2024

Given the sustained obstructive conduct by former directors and officers, the uncertainty and risk of dissipation of substantial subsidiary assets and the inability of Liquidators to obtain control by other means, the court found ex parte appointment justified; the PL appointments therefore should be continued until determination of the petitions and the discharge summonses were dismissed; costs directions were made, including an order nisi denying recovery of the Purported Directors' costs from the companies' estates and ordering Official Receiver's costs of HK$29,000 as costs in the petitio…
12 Jan 2024

DATA WORLD SOLUTIONS LTD AND ANOTHER v. CHAN WING CHEONG AND OTHERS

Citation

[2024] HKDC 66
Court

District Court
Case number

DCCJ2284/2019

On the evidence the court found no express representations that the SPA included the disputed domain names or trade mark; the SPA and surrounding documentation showed the sale was limited to PA China and its Microsoft ERP business; Clause 7 of the MA related to IP generated during the management appointment not pre‑existing IP; the disputed domain names and trade mark were not assets of PA China and therefore their non‑transfer did not breach the SPA or MA; the HK$100,000 payment was properly payable under the MA and authorized, so no breach or unjust enrichment. Accordingly all plaintiffs' c…
18 Aug 2022

竹林明堂有限公司對陳祺豐

Citation

[2022] HKCFI 2509
Court

Court of First Instance
Case number

HCA142/2016

The 02.08.15 EGM and the 02.08.15 board were validly constituted; the 16.08.15 board resolution terminating the defendant's employment was valid and effective from 17.08.15; the defendant knew of the valid board and could not rely on rival meetings convened by dissenting members lacking authority; the purported renewal/contract of 11.09.15 was invalid; accordingly the defendant ceased to be an employee from 17 Aug 2015; the defendant must return four specified items within 28 days; other claims by plaintiff and all counterclaims by defendant are dismissed; plaintiff entitled to costs.
29 Dec 2021

廣東順德展煒商貿有限公司 v. SUN FUNG TIMBER CO LTD

Citation

[2021] HKCFI 3823
Court

Court of First Instance
Case number

HCCT25/2019

The Enforcement Order was set aside because the Contract was procured and signed by ST without authority (and on the evidence was likely a sham/collusive transaction), therefore the Company was not party to the arbitration agreement; the Company had not been given proper notice of the arbitration and was unable to present its case under s95 of the Arbitration Ordinance; enforcement would be contrary to public policy; and GD committed material non‑disclosure in its ex parte application — cumulatively justifying setting aside the Enforcement Order and related enforcement orders.
22 May 2020

九龍金華護老院有限公司 v. 鄒錚 AND ANOTHER

Citation

[2020] HKDC 229
Court

District Court
Case number

DCCJ2386/2016

2nd defendant had no authority to vary the 1st defendant's written employment terms beyond the 1 June 2011 letter; the 2nd defendant breached her fiduciary duty by authorising additional payments and the 1st defendant breached her fiduciary duty by accepting them without making inquiries; defendants jointly and severally liable to repay the overpayment subject to agreed set-off; counterclaim failed for lack of probative evidence and commercial reality of the Le Grand transaction; defendants must account for and return company records.
18 Aug 2015

PENTA INVESTMENT ADVISERS LTD v. ALLIED WELI DEVELOPMENT LTD (formerly known as HENNABUN CAPITAL GROUP LTD)

Citation

PENTA INVESTMENT ADVISERS LTD v. ALLIED WELI DEVELOPMENT LTD (formerly known as HENNABUN CAPITAL GROUP LTD)
Court

Court of Appeal
Case number

CACV35/2015

The Court held the Deed was binding on the defendant: Ms Liao, as permanent managing director, had actual authority under article 71C to execute the Deed and to authorize use of the common seal; the seal was affixed with company authority and the Deed conferred a commercial benefit to the defendant via its subsidiary Chung Nam such that the plaintiff was not put on inquiry; accordingly defendant liable for breach and damages assessed under clause 6 at HK$210,366,448.
14 Oct 2014

PENTA INVESTMENT ADVISERS LTD v. ALLIED WELI DEVELOPMENT LTD (formerly known as HENNABUN CAPITAL GROUP LTD)

Citation

PENTA INVESTMENT ADVISERS LTD v. ALLIED WELI DEVELOPMENT LTD (formerly known as HENNABUN CAPITAL GROUP LTD)
Court

Court of First Instance
Case number

HCA1656/2012

Court found on the evidence that Ms Liao intended to and did execute the Deed as a director; she had actual authority under article 71C to bind Hennabun; the common seal was affixed with the company's authority; therefore the Deed is binding and enforceable against Hennabun and judgment is entered for Penta on liability, with quantum to be assessed at a further hearing.