Hong Kong Case Law: Decisions & Judgments

Topic

Director fiduciary duties

Legal area

Court

21 Aug 2024

CHEN PEI XIONG v. CONVOY GLOBAL HOLDINGS LTD AND ANOTHER

Citation

[2024] HKCFI 1568
Court

Court of First Instance
Case number

HCMP211/2024

The originating summons for leave to commence the statutory derivative action was dismissed because the plaintiff failed to establish requisite standing as a registered member and had not satisfied requirements under the law of the place of incorporation (BVI) including the absence of any BVI leave for a multiple derivative claim; independently, the material did not disclose a serious issue to be tried on deliberate dishonest breach and, even if arguable, the Court would in its discretion refuse leave because the proceedings were not shown to be in the interests of Forthwise/Convoy; jurisdict…
26 Jun 2023

HKSAR v. CHEN KEEN (alias JACK CHEN) AND OTHERS

Citation

[2023] HKCFI 1683
Court

Court of First Instance
Case number

HCCC309/2019

The court held that the pleaded particulars should be given their plain and ordinary meaning and are not confined to the Listing Rules; the prosecution is not required to prove the acquisition was a 'connected transaction' under the Listing Rules and may present the case using the 'working together on the same side' formulation; contractual interpretation issues (21 propositions) are deferred until after prosecution evidence is heard.
20 May 2022

CHANG CHING HSIN v. T.D.C. GROUP (H.K.) CO. LTD AND ANOTHER

Citation

[2022] HKCFI 1474
Court

Court of First Instance
Case number

HCMP111/2021

Leave granted because the plaintiff demonstrated at least a serious issue to be tried on both causes of action (2018 and 2019 statements), it is in the company’s interests to pursue the claims, the other statutory requirements were met, and the disputed factual and documentary issues (existence of alleged profit‑sharing agreement and invoices) require fuller investigation at trial; Koo’s late 3rd affirmation was refused as it did not assist the leave application.
1 Apr 2016

CHENG WAI TAO AND OTHERS v. POON KA MAN JASON (Suing on behalf of himself and all other shareholders in Smart Wave Limited except the 1st Appellant) AND ANOTHER

Citation

CHENG WAI TAO AND OTHERS v. POON KA MAN JASON (Suing on behalf of himself and all other shareholders in Smart Wave Limited except the 1st Appellant) AND ANOTHER
Court

Court of Final Appeal
Case number

FACV17/2015

The Court held that while the scope of a director's fiduciary duties may be varied by unanimous, fully informed shareholder assent (Re Duomatic), the appellant failed to prove that all Smart Wave shareholders had consented to limit the company's interest to a single restaurant or to authorize Ricky to operate subsequent restaurants personally. Ownership or registration of service marks did not obviate fiduciary obligations. The Appellant did not establish the requisite unanimous assent or acquiescence by the minority shareholders; consequently Ricky was, on the material facts, in breach of hi…
8 Jun 2011

PASSPORT SPECIAL OPPORTUNITIES MASTER FUND, LP AND ANOTHER v. ESUN HOLDINGS LTD AND OTHERS

Citation

PASSPORT SPECIAL OPPORTUNITIES MASTER FUND, LP AND ANOTHER v. ESUN HOLDINGS LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP6/2009

The court found Passport failed to prove the directors acted with the predominant improper purpose of protecting Mr Lam's control; although directors failed to give adequate consideration to the economic/dilutive impact, that failure rendered the exercise of power voidable rather than void; the placement will not be set aside because the placees were innocent third parties without notice and it would be inequitable to defeat their rights; Passport's claims dismissed and placement not declared unlawful; enforcement of cross-undertaking in damages reserved for separate hearing.
7 Oct 2005

SIEGFRIED ADALBERT UNRUH v. HANS-JOERG SEEBERGER AND ANOTHER

Citation

SIEGFRIED ADALBERT UNRUH v. HANS-JOERG SEEBERGER AND ANOTHER
Court

Court of Appeal
Case number

CACV298/2004

Majority held that clause 5 of the Memorandum imposed liability on the 1st defendant to pay the special bonus if the 2nd defendant did not pay and that the global settlement constituted monetary compensation from the arbitration; the plaintiff had used best endeavours and the MoA was not champertous; further, the Deed of Acknowledgement and surrounding conduct created an estoppel/assumption (and inferences of agreement) sufficient to bind the 2nd defendant, so the trial judgment for the plaintiff against both defendants was upheld (appeals dismissed).
5 Aug 2002

CAPITAL ACE HOLDINGS LTD AND ANOTHER v. INTERNATIONAL CAPITAL NETWORK HOLDINGS LTD AND OTHERS

Citation

CAPITAL ACE HOLDINGS LTD AND ANOTHER v. INTERNATIONAL CAPITAL NETWORK HOLDINGS LTD AND OTHERS
Court

Court of First Instance
Case number

HCA2066/2002

The court discharged the ex parte injunction: it found the evidence of directors' improper motive insufficient to establish a serious issue to be tried on the balance of probabilities and, alternatively, that the balance of convenience and regulatory safeguards favoured permitting the board to exercise its management powers; allegations of impropriety were compelling but unproven and must be resolved at trial, which the court certified for expedition.
31 Dec 1997

CHINESE UNITED ESTABLISHMENT LTD. v. CHEUNG SIU KI and Another

Citation

CHINESE UNITED ESTABLISHMENT LTD. v. CHEUNG SIU KI and Another
Court

Court of First Instance
Case number

HCA8004/1995

On the balance of probabilities the court made specific factual findings: the investment plan and associated documents were sent and considered by the investors; Wellward was established at Cheung's direction and used as a conduit; the HK$11.75 million commission arrangement was known to investors and HK$4,000,000 was paid to Wellward; Cheung held certain interests (Nice Gain/Burlion) in circumstances creating conflict with Chinese United; Pang failed to prove the alleged misrepresentation about Burlion's purchase price. The court declined to finally order outcomes at judgment and invited par…
13 Dec 1985

ADVANCE FINANCE LIMITED v. WONG KIE CJUNG, STEPHEN AND OTHERS

Citation

ADVANCE FINANCE LIMITED v. WONG KIE CJUNG, STEPHEN AND OTHERS
Court

Court of Appeal
Case number

CACV115/1985

The Court allowed the appeals and discharged the Mareva injunctions because the plaintiff had not produced sufficient evidence of individual participation or knowledge by the two appellants to cross the threshold required for a freezing order; mere directorships, group association and suspicious lending patterns, without evidential support of each defendant's participation or knowledge of dishonest breaches, were insufficient to justify interim Mareva relief though the pleadings alleged dishonesty and were not struck out.
23 Dec 1981

MAN LUEN CORPORATION (A FIRM) v. SUN KING ELECTRONIC PRINTED CIRCUIT BOARD FACTORY LTD

Citation

MAN LUEN CORPORATION (A FIRM) v. SUN KING ELECTRONIC PRINTED CIRCUIT BOARD FACTORY LTD
Court

Court of First Instance
Case number

HCA7521/1980

Even if the statutory duty under s.162 may have been complied with, the general law requires full disclosure to the shareholders in general meeting and sanction by the meeting; failure to obtain that disclosure and sanction requires the directors (and the firm of which they were partners) to account to the company for any profits made; the plaintiff is entitled to judgment on its claim for the adjusted price and the company is entitled to an account of profits.