Hong Kong Case Law: Decisions & Judgments

Topic

Directors fiduciary duties

Legal area

Court

15 May 2014

ABLE SUCCESS ASIA LTD v. CHINA PACKAGING GROUP COMPANY LTD AND OTHERS

Citation

ABLE SUCCESS ASIA LTD v. CHINA PACKAGING GROUP COMPANY LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP1091/2014

The plaintiff failed to establish a real prospect of success that the directors acted for an improper purpose or that Able Success was prevented from subscribing; damages were an available and quantifiable remedy under s729; granting the interlocutory injunction would likely cause greater and irremediable prejudice to the company and public investors and would be finally determinative; accordingly the interlocutory injunction was refused and the summons dismissed.
26 Oct 2007

YEARICH LTD v. MOSTOP LTD AND OTHERS

Citation

YEARICH LTD v. MOSTOP LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP851/2007

The petitions against four dormant 'shelf' companies (HCMP 846, 848, 849, 851) were struck out because the alleged misconduct plainly did not constitute conduct in the affairs of those dormant companies and no arguable unfair prejudice was pleaded; by contrast, petitions relating to property‑holding companies and operating companies, and Sparkling Wine, raised sufficient factual interaction to survive a strike out; amendment of surviving petitions was granted and consolidation with HCMP 1208/2007 and HCA 2712/2006 ordered to be managed by the same judge.
26 Oct 2007

ANTHONY JAMES HATTON v. DOROTHY JANE FURNESS AND OTHERS

Citation

ANTHONY JAMES HATTON v. DOROTHY JANE FURNESS AND OTHERS
Court

Court of First Instance
Case number

HCMP840/2007

The court applied the requirement that complained conduct must be conduct in the affairs of the subject company and found it plain and obvious that the petitions relating to four dormant 'shelf' companies could not in substance plead conduct of those companies' affairs; those petitions were struck out. By contrast, the petitions concerning active property‑holding companies, Sparkling Wine (IP holder), Step Further and Insomnia Singapore raised interactions and financial interdependence sufficient that it was not plain and obvious they would fail; those petitions survived. Leave to amend was g…
11 Apr 2007

WONG KAM SAN AND ANOTHER v. YEUNG WING KEUNG AND OTHERS

Citation

WONG KAM SAN AND ANOTHER v. YEUNG WING KEUNG AND OTHERS
Court

Court of First Instance
Case number

HCA2036/2005

The EGM of 14 July 2005 was invalid for want of notice to Trengei/Wong and for lack of quorum; therefore the allotment contravened s57B and is void; additionally the allotment was made for the improper purpose of diluting Wong’s control (breach of fiduciary duty) so the allotment is substantively invalid; Sunny Growth had actual and, alternatively, constructive notice of the dispute and irregularities and could not rely on the Turquand rule; accordingly the allotment is set aside, the 9,900 shares cancelled, the register rectified and injunctive relief granted.
6 Sept 2002

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

Citation

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

Court of Appeal
Case number

CACV330/2002

The Court upheld the discharge of the ex parte interlocutory injunction: there was insufficient evidence of an existing intention to issue shares for an improper purpose to establish a serious question to be tried, the judge's reliance on regulatory safeguards and undertakings was within proper discretion, and the balance of convenience did not favour restraining the company's exercise of its powers to issue shares; Hadmor principles govern appellate review of interlocutory injunctions.

Hong Kong Case Law

ABLE SUCCESS ASIA LTD v. CHINA PACKAGING GROUP COMPANY LTD AND OTHERS

YEARICH LTD v. MOSTOP LTD AND OTHERS

ANTHONY JAMES HATTON v. DOROTHY JANE FURNESS AND OTHERS

WONG KAM SAN AND ANOTHER v. YEUNG WING KEUNG AND OTHERS

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