Hong Kong Case Law: Decisions & Judgments

Topic

Buy-out order under s168a

Legal area

Court

30 Apr 2019

LAI CHI KEUNG v. WANG ZHIHUA AND ANOTHER

Citation

[2019] HKCFI 1101
Court

Court of First Instance
Case number

HCCW186/2013

The court found that the majority's conduct, including improper allotments, backdated appointments and coercive procurement of signatures, constituted unfairly prejudicial conduct warranting just and equitable relief under ss168A and 177(1)(f) of the Companies Ordinance; the court must determine the merits before making any buy‑out order and may proceed without setting aside prior consent orders where appropriate.
14 Aug 2013

CHAN HIN TUNG AND OTHERS v. CHAN TIN CHAI AND OTHERS

Citation

CHAN HIN TUNG AND OTHERS v. CHAN TIN CHAI AND OTHERS
Court

Court of First Instance
Case number

HCCW211/2007

The court held it had power to award interest on the purchase price under the slip rule and the liberty to apply in the earlier judgment; interest should run from the petition date (15 May 2007) to the date of the buy-out order (14 May 2010) at 1% above HSBC prime rate and thereafter at the prevailing judgment rate until payment; costs of valuation up to 13 August 2012 were to be borne by the Petitioners and costs incurred thereafter by the Respondents.
21 Dec 2007

BEATRICE TSANG SAU HING AND ANOTHER v. YUENG MAN LOONG MAXLY AND OTHERS

Citation

BEATRICE TSANG SAU HING AND ANOTHER v. YUENG MAN LOONG MAXLY AND OTHERS
Court

Court of First Instance
Case number

HCCW51/2006

Winding up orders granted for the four Hong Kong companies on the just and equitable ground under s177(1)(f) because there was a complete breakdown of trust and an irreconcilable deadlock; the Yeungs failed to prove unfairly prejudicial conduct under s168A so their buy-out cross-petitions were dismissed; the US$1.6m withdrawal by Tsang Hon Kong was improper between the individuals but did not constitute conduct in relation to the companies sufficient for s168A relief.
27 Feb 2004

SHE WAI HUNG v. JULIANO LIM AND OTHERS

Citation

SHE WAI HUNG v. JULIANO LIM AND OTHERS
Court

Court of First Instance
Case number

HCMP6472/2001

Petitioner proved unfairly prejudicial conduct by wrongful diversion of the Companys business to Gold Loop and wrongful exclusion from management; accordingly court ordered the 1st respondent to purchase the petitioner’s 4,000 shares at a valuation as at 18 May 1997 without minority discount, subject to deduction of HK$496,671.25 for the petitioner’s shortfall in capital contribution, with valuer appointment procedures set out and costs awarded to petitioner (order nisi).
15 Jul 2003

LAM DIP YEE v. BESTWELL FAREAST LTD AND OTHERS

Citation

LAM DIP YEE v. BESTWELL FAREAST LTD AND OTHERS
Court

Court of First Instance
Case number

HCCW1213/2002

The court struck out specified paragraphs of the petition and the winding-up prayer because the pleaded allegations were unparticularised, embarrassing or irrelevant and did not show facts from which unfairly prejudicial conduct could be inferred; further, the company was solvent and the petitioner sought a buy-out alternative, and she had not shown why winding up was the preferred remedy or that she would suffer real prejudice, so the winding-up claim was unreasonable and struck out.

Hong Kong Case Law

LAI CHI KEUNG v. WANG ZHIHUA AND ANOTHER

CHAN HIN TUNG AND OTHERS v. CHAN TIN CHAI AND OTHERS

BEATRICE TSANG SAU HING AND ANOTHER v. YUENG MAN LOONG MAXLY AND OTHERS

SHE WAI HUNG v. JULIANO LIM AND OTHERS

LAM DIP YEE v. BESTWELL FAREAST LTD AND OTHERS