Hong Kong Case Law: Decisions & Judgments

Topic

Buy-out relief

Legal area

Court

11 Jun 2024

HARSEN INDUSTRIES LTD v. WONG YEE CHUK

Citation

[2024] HKCFI 1563
Court

Court of First Instance
Case number

HCA193/2018

The petitions fail because, although the companies operated as a group and the relationship had quasi‑partnership characteristics, the claimant failed to prove the asserted Consent Requirement or that Lo/Pan’s conduct was unfairly prejudicial; many complained acts were justified responses to NHEL’s cashflow crisis caused principally by Wong’s misconduct (notably causing Yibao not to pay and withholding assistance to obtain necessary licences). Conversely, Wong was found to have breached fiduciary duties by transferring HIL trademarks to his vehicle, registering competing marks and permitting…
16 Jun 2021

VITALY ORLOV v. MAGNUS LEONARD ROTH AND ANOTHER

Citation

[2021] HKCFI 1705
Court

Court of First Instance
Case number

HCMP1331/2017

The court exercised its discretion on the specific facts: because the valuation was inevitable given the adversarial history but the Valuation materially vindicated Orlov against Roth's lower figures and Roth's conduct contributed to contested and avoidable costs, Roth must pay 80% of Orlov's valuation costs and 80% of the Valuer's costs, Orlov to pay 20% of the Valuer's costs, and the company's (TTC) costs to be shared equally; all costs taxed if not agreed.
24 Apr 2019

DENNIS KWOK HON MING v. POON SUI CHEONG ALBERT AND OTHERS

Citation

[2019] HKCA 461
Court

Court of Appeal
Case number

CACV74/2017

The Court of Appeal allowed the majority shareholders' appeal, holding Clause 6[2] did not impose a positive obligation on shareholders to approve managers' proposed sales and was consistent with Clause 8 which reserves land sale decisions to shareholders; an implied term permitting removal of managers for cause exists and the petitioner’s diversion of company resumption proceeds to his personal account amounted to serious misconduct justifying removal; accordingly there was insufficient unfairly prejudicial conduct to justify a buy‑out order and the Main Judgment buy‑out and perpetual remune…
7 Jul 2011

CHUI PUI KUN v. CHUI WAI KWAN

Citation

CHUI PUI KUN v. CHUI WAI KWAN
Court

Court of First Instance
Case number

HCA2339/2009

The court allowed the Amendment Application to re-amend the petition (with consequential directions for filing evidence) because opposition was not pressed and the court accepts limited exceptions to a strict bar on post-petition amendments; the court refused CWK's application to defer or consolidate the Defamation Action with the petitions because the issues for jury and judge were materially different, the Defamation Action was trial-ready while the petitions were not, and it would be inappropriate to deprive a party of its jury trial rights or to risk confusing the jury by reliance on judg…
22 Sept 2010

PENG HUI ZHOU v. HONG KONG TACHIBANA ELECTRONICS CO LTD AND OTHERS

Citation

PENG HUI ZHOU v. HONG KONG TACHIBANA ELECTRONICS CO LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP1080/2008

The court rejected the petitioner's factual case that there was an agreement to remunerate him by dividends and that a quasi‑partnership existed; the shares were given as a customary recognition at par pursuant to Japanese practice and no enforceable expectation to dividends or management rights was proven; therefore the conduct complained of was not unfairly prejudicial under s168A and the petition was dismissed.
1 Jun 2001

YU LAI PING WANDY v. CHAN KUEN AND OTHERS

Citation

YU LAI PING WANDY v. CHAN KUEN AND OTHERS
Court

Court of First Instance
Case number

HCCW1147/1999

The Court preferred the petitioner's evidence, found the company had no real trading activity, there was a breakdown of mutual trust and confidence, the petitioner was excluded from management and denied access to documents, there was improper conduct and misappropriation by the 1st and 2nd respondents and no viable buy‑out alternative; on those grounds it was just and equitable to order compulsory winding up and to order the 1st and 2nd respondents to pay the petitioner's costs.

Hong Kong Case Law

HARSEN INDUSTRIES LTD v. WONG YEE CHUK

VITALY ORLOV v. MAGNUS LEONARD ROTH AND ANOTHER

DENNIS KWOK HON MING v. POON SUI CHEONG ALBERT AND OTHERS

CHUI PUI KUN v. CHUI WAI KWAN

PENG HUI ZHOU v. HONG KONG TACHIBANA ELECTRONICS CO LTD AND OTHERS

YU LAI PING WANDY v. CHAN KUEN AND OTHERS