Hong Kong Case Law: Decisions & Judgments

Topic

Directors' duties and conflicts

Legal area

Court

2 Sept 2021

CHAU CHEOK WA v. CT ENVIRONMENTAL GROUP LTD

Citation

[2021] HKCFI 2602
Court

Court of First Instance
Case number

HCCW133/2021

The summons for appointment of provisional liquidators was dismissed because the petitioner failed to establish a good prima facie case for winding up (the purported loan agreement and default judgment were properly contestable and likely void for want of authority) and failed to demonstrate that the Group's assets were in imminent jeopardy or that appointment of provisional liquidators would be necessary or beneficial given ongoing onshore enforcement, creditor support for restructuring and risk that appointment would prejudice creditors; procedural deficiencies in the petitioner's conduct o…
22 Jan 2020

WONG LUEN HANG AND ANOTHER v. TOPMIX INDUSTRIAL LTD AND OTHERS

Citation

[2020] HKCFI 245
Court

Court of First Instance
Case number

HCMP1065/2019

Plaintiffs established a proper purpose and a sufficiently reasonable case for investigation of the legal expenses, the increase in directors' debts and the FRL-related debts because auditors disclaimed opinions, defendants provided inconsistent and inadequate explanations and had not disclosed relevant documents in ongoing derivative proceedings; accordingly the court exercised its discretion to order production and inspection of specified documents relating to those three issues under section 740, while refusing overly broad requests for wholesale inspection of all books without justificati…
13 Sept 2019

TSE FUNG CHIU v. KWOK CHEUNG HING AND ANOTHER

Citation

[2019] HKCFI 2278
Court

Court of First Instance
Case number

HCMP183/2019

The application for leave was dismissed because the applicant failed to establish a serious question to be tried on each pleaded claim; contemporaneous documents and undisputed facts undermined the applicant's allegations (notably the alleged HK$7M misstatement and repayments), the director's remuneration was justifiable under Article 15 and supported by a board resolution, the rental and related-party loan claims lacked evidential foundation, and there was no practical benefit to the company given potential set-off and adverse costs. Accordingly leave under s.733 was refused and costs ordere…
28 Aug 2019

VITALY ORLOV v. MAGNUS LEONARD ROTH AND ANOTHER

Citation

[2019] HKCFI 2120
Court

Court of First Instance
Case number

HCMP1331/2017

The court found sufficient unfairly prejudicial conduct by both shareholders in discrete respects (notably obstruction of alternate director access, withholding documents, interposition of a 'management' tier to exclude the co‑owner and orchestrated secret steps around Katla in late 2017) and that the appropriate remedy was a buyout order. Given the totality of facts and fairness considerations the court ordered Roth to buy out Orlov and fixed the valuation date at 1 January 2018; quasi‑interest was declined and costs reserved. The court held that derivative remedies do not oust unfair prejud…
25 Apr 2016

YIFUNG DEVELOPMENTS LTD v. LIU CHI KEUNG RICKY AND OTHERS

Citation

YIFUNG DEVELOPMENTS LTD v. LIU CHI KEUNG RICKY AND OTHERS
Court

Court of First Instance
Case number

HCA1341/2014

The court held that Ricky Liu had locus to challenge authority; Reg 13.1(t) is mandatory and requires prior specific written consent of a Lender Director for commencement of material litigation, it applies irrespective of whether a Lender Director is in place and irrespective of an event of default; no implied term limiting Reg 13.1(t) to periods with an appointed Lender Director was implied; pre-signed irrevocable powers of attorney remained valid and MSC/the Receivers could exercise voting powers; of the ratifications only the board resolution of 31 July 2015 complied with Reg 13.1(t) and c…
8 Feb 2000

RE GREATER BEIJING REGION EXPRESSWAYS LTD

Citation

RE GREATER BEIJING REGION EXPRESSWAYS LTD
Court

Court of First Instance
Case number

HCCW399/1999

The court has jurisdiction under Norwich Pharmacal principles to order discovery to contributories/parties to a winding up petition where the information is necessary for them to make an informed decision and cannot be obtained from any other source; applying the discretionary test, the discovery ordered on 24 November 1999 should stand (applications to discharge dismissed) and targeted discovery as amended should be granted because justice requires contributories not be forced to decide on the petition without necessary information.

Hong Kong Case Law

CHAU CHEOK WA v. CT ENVIRONMENTAL GROUP LTD

WONG LUEN HANG AND ANOTHER v. TOPMIX INDUSTRIAL LTD AND OTHERS

TSE FUNG CHIU v. KWOK CHEUNG HING AND ANOTHER

VITALY ORLOV v. MAGNUS LEONARD ROTH AND ANOTHER

YIFUNG DEVELOPMENTS LTD v. LIU CHI KEUNG RICKY AND OTHERS

RE GREATER BEIJING REGION EXPRESSWAYS LTD