Hong Kong Case Law: Decisions & Judgments

Topic

Deadlock

Legal area

Court

6 Feb 2025

VASILY TRUBNIKOV v. JULIMAR MANAGEMENT LTD AND OTHERS

Citation

[2025] HKCFI 575
Court

Court of First Instance
Case number

HCMP523/2024

Application for interim receivers and managers dismissed because petitioner failed to show a real risk of dissipation of the company’s or group’s assets; existing protective regime (director appointments, undertakings, third‑party fund undertakings and Mauritius injunctions) was sufficient to protect petitioner’s interests; significant delay and staleness of complaints and the drastic, prejudicial effect of receivership meant balance of convenience favoured refusal; fortification unnecessary and Fortification Summons dismissed.
18 Jun 2009

CONSTELLA LTD v. SUPER EASTERN LTD AND OTHERS

Citation

CONSTELLA LTD v. SUPER EASTERN LTD AND OTHERS
Court

Court of First Instance
Case number

HCCW176/2006

The court found the parties' relationship was essentially commercial and not a quasi-partnership; although there was a mutual understanding as to equal board representation, the conduct complained of (including the director substitution episode, use of Well River, withholding cheques/income and alleged diversion) did not amount to a breach sufficient to justify winding up. Both sides contributed to the breakdown; petitioners bore greater responsibility. Accordingly the petitions were dismissed and costs ordered against the petitioners.
18 Jun 2009

KA WAH CONTAINER STORAGE LTD v. SUPER EASTERN LTD AND OTHERS

Citation

KA WAH CONTAINER STORAGE LTD v. SUPER EASTERN LTD AND OTHERS
Court

Court of First Instance
Case number

HCCW238/2006

The court found the relationships were commercial, not quasi-partnerships; there was no sufficiently serious breach of any fundamental understanding to justify winding up on the just and equitable ground; mutual misconduct meant petitioners were not entitled to relief; petitions dismissed with costs to respondents (taxed if not agreed).
1 Apr 2009

CHEUNG SHU CHUEN v. LEE DER INDUSTRIAL CO AND ANOTHER

Citation

CHEUNG SHU CHUEN v. LEE DER INDUSTRIAL CO AND ANOTHER
Court

Court of First Instance
Case number

HCCW471/2008

The petition and proposed amended petition were struck out and leave refused because they failed to disclose any arguable basis for winding up on just and equitable grounds or for relief for unfair prejudice: the petitioner lacked authority before letters of administration, the allegations were bare and lacked particulars demonstrating overall prejudice, transactions relied upon were explicable by lawful security arrangements, quasi‑partnership expectations do not survive the deceased, and deadlock or director appointments alone did not establish unfair prejudice.
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

HCCW50/2006

The court found an irretrievable breakdown of trust and an unworkable deadlock in the management of the four companies. The Yeungs were held substantially responsible for the breakdown. The Tsangs' petitions for winding up on just and equitable grounds were granted; the Yeungs' cross-petitions under s168A for buy-out relief were dismissed because unfairly prejudicial conduct vis-à-vis the companies was not established. The personal withdrawal from the Joint Account by Tsang Senior was improper between individuals but did not constitute conduct of the companies sufficient for s168A relief, tho…
10 Jul 2003

RE ADVANCED GENERAL PRINTING INKS LTD

Citation

RE ADVANCED GENERAL PRINTING INKS LTD
Court

Court of First Instance
Case number

HCCW1342/2002

The Company was insolvent on both cash flow and balance sheet tests and the shareholders' relationship had irretrievably broken down producing a board deadlock; SCG validly exercised its contractual right to give notice to wind up and was not acting with an ulterior motive or abusing court process; alternative remedies were impracticable or unreasonable; accordingly a winding‑up order was appropriate and costs should be paid by AICL and taxed on a higher scale.
8 Apr 2003

JOACHIM WOLFGANG STARKE v. GFT FASHION LTD

Citation

JOACHIM WOLFGANG STARKE v. GFT FASHION LTD
Court

Court of First Instance
Case number

HCCW203/2003

The court found petitioners had established a good prima facie case for winding up on the just and equitable ground given the credible evidence of breakdown of trust, effective deadlock and repudiation of the Exit Agreement; on the balance of convenience and urgency the appointment of provisional liquidators was necessary to break the deadlock and preserve/collect assets; the court retained jurisdiction to hear the interlocutory applications notwithstanding the pending arbitration stay application.
16 Jan 2001

TSE WING YIN, IRENE v. CHAN WAI KEUNG AND ANOTHER

Citation

TSE WING YIN, IRENE v. CHAN WAI KEUNG AND ANOTHER
Court

Court of First Instance
Case number

HCMP5085/2000

The court exercised its discretion under s114B to order an EGM because it was impracticable to convene a valid shareholders meeting due to director deadlock and the respondents' failure to pay their agreed capital contributions; allegations of misconduct against the applicant were not substantiated on the papers and could be addressed by requiring protective undertakings, thereby justifying the court-ordered meeting and appointment of two additional directors with safeguards.
22 May 1989

RE GOLDBAHT LTD

Citation

RE GOLDBAHT LTD
Court

Court of First Instance
Case number

HCCW12/1989

The motion to strike out was dismissed because there was prima facie evidence that a director had breached fiduciary duties by forming and operating GT to the potential detriment of the company, causing a breakdown of mutual trust and deadlock; the petitioner’s corrected evidence as to contributions did not amount to coming to court with unclean hands sufficient to justify striking out the petition.
21 Sept 1987

RE CINTEX CO LTD

Citation

RE CINTEX CO LTD
Court

Court of Appeal
Case number

CACV133/1987

Because the proposed appeal was not unarguable and the respondents offered the usual undertaking as to damages, and absent convincing evidence that the respondents would improperly deal with company cash, it was proper to grant a stay of execution of the winding up order pending an expeditious hearing of the appeal.