Hong Kong Case Law: Decisions & Judgments

Topic

Exclusion from management

Legal area

Court

28 Apr 2017

CHOI CHI WAI v. CHENG KA SHING AND OTHERS

Citation

CHOI CHI WAI v. CHENG KA SHING AND OTHERS
Court

Court of First Instance
Case number

HCMP729/2012

The court found the company to be a quasi‑partnership formed on mutual trust and legitimate expectations of equal management; Cheng and Lee unlawfully and unfairly excluded Choi, repudiated the oral and written shareholders’ arrangements, misused company funds (including an excessive and improperly justified Management Company arrangement) and paid excessive director remuneration. Those acts constituted unfair prejudice under the Companies Ordinance and justified a share purchase remedy. Valuation must be of the company as a going concern at sale date with specific monetary adjustments restor…
31 Oct 2003

CARGO SERVICES LTD v. HUNDRED HONEST LTD AND OTHERS

Citation

CARGO SERVICES LTD v. HUNDRED HONEST LTD AND OTHERS
Court

Court of First Instance
Case number

HCCW1028/2002

Court found an equitable quasi-partnership/understanding between Kingson Lee and John Lau giving rise to expectations of equal profit participation and management involvement; the majority (through John Lau) exercised discretion over bonuses and stock options in a manner lacking probity, produced unfair dilution and engineered wrongful exclusion of the petitioner from management; these breaches justified a winding-up order on just and equitable grounds despite the company's solvency.
24 Sept 1998

CHUAN WEN SZE v. USINE GARMENT FACTORY LTD AND ANOTHER

Citation

CHUAN WEN SZE v. USINE GARMENT FACTORY LTD AND ANOTHER
Court

Court of Appeal
Case number

CACV26/1997

The Court of Appeal upheld the trial judge's findings of fact and his legal conclusion that Ms Chuan was beneficially entitled to 25% of the shares and that Mr Boon's conduct in excluding her from management constituted unfair/prejudicial conduct under Companies Ordinance s.168A; the appropriate remedy was a buy‑out by Mr Boon at fair value as at 31 December 1989 without a minority discount; the appeals were dismissed and costs of the appeal awarded to Ms Chuan to be taxed under the Legal Aid Regulations.
14 Oct 1985

RE YICK FUNG ESTATES LIMITED

Citation

RE YICK FUNG ESTATES LIMITED
Court

Court of First Instance
Case number

HCCW100/1984

The court will allow late amendments that are necessary to try the real issues and where the matters are already in evidence or provoked by respondents, provided allowance will not cause injustice or prejudice; however wholly new, document-comparison based allegations raising complex historical inquiries and risk of injustice may be disallowed when they cannot be cured by adjournment or costs.

Hong Kong Case Law

CHOI CHI WAI v. CHENG KA SHING AND OTHERS

CARGO SERVICES LTD v. HUNDRED HONEST LTD AND OTHERS

CHUAN WEN SZE v. USINE GARMENT FACTORY LTD AND ANOTHER

RE YICK FUNG ESTATES LIMITED