Hong Kong Case Law: Decisions & Judgments

Topic

Foss v harbottle rule

Legal area

Court

13 Jun 2018

SHIH-HUA INVESTMENT CO., LTD (suing for and on behalf of itself as shareholder of EVERGLORY ENERTY LTD) v. ZHANG AIDONG AND OTHERS

Citation

[2018] HKCFI 1335
Court

Court of First Instance
Case number

HCA2682/2016

The application for leave to appeal was dismissed because the plaintiff failed to show a reasonable prospect of success: the Foss v Harbottle rule was properly applied and the claimed board deadlock and incapacity were not persuasive (and in part self‑inflicted), there was serious material non‑disclosure and improper forum shopping in the ex parte application, and even if nondisclosure were disregarded the merits did not justify regranting the orders.
2 Nov 2017

LAM KIN CHUNG v. SOKA GAKKAI INTERNATIONAL OF HONG KONG LTD

Citation

LAM KIN CHUNG v. SOKA GAKKAI INTERNATIONAL OF HONG KONG LTD
Court

Court of First Instance
Case number

HCMP1002/2017

A member of a charitable company limited by guarantee has sufficient and distinct interest to apply for leave under section 733; statutory criteria control locus and do not require demonstration of personal economic loss; the Secretary for Justice's parens patriae power does not categorically bar member derivative actions though charity status is a relevant discretionary consideration.
26 Aug 2015

ZHI CHARLES v. JANG SAM KI AND OTHERS

Citation

ZHI CHARLES v. JANG SAM KI AND OTHERS
Court

Court of First Instance
Case number

HCA1151/2014

The amended statement of claim discloses no reasonable cause of action and is an abuse of process as against D1-7 and D13 because the plaintiff did not obtain the prerequisite leave from the Cayman Islands Grand Court and has failed to file any evidence to establish a prima facie case or essential elements of the alleged wrongs (personal benefit by wrongdoer; control to stifle the claim); accordingly the ASOC is struck out as to those defendants and the proceedings are stayed pending leave from the Cayman Islands Grand Court.
18 Jul 2013

WORLD ONE INVESTMENTS LTD v. CHOW CHEUK LAP AND OTHERS

Citation

WORLD ONE INVESTMENTS LTD v. CHOW CHEUK LAP AND OTHERS
Court

Court of First Instance
Case number

HCA1135/2013

The application was dismissed because the court found on the evidence that Universal was in urgent need of funds, there was no prima facie showing of fraud on the minority or control sufficient to justify a derivative action, no evidence that placees were connected to directors or substantial shareholders, the plaintiff's case amounted to negligence rather than fraud and damages were an adequate remedy; accordingly interlocutory injunction granting effectively final relief was refused.
29 Mar 2010

NG PIT HAK AND OTHERS v. HO CHIU

Citation

NG PIT HAK AND OTHERS v. HO CHIU
Court

Court of First Instance
Case number

HCA2359/2008

The master correctly struck out the Statement of Claim because the company had been dissolved and any cause of action vested in the Government as bona vacantia; exceptions to Foss v Harbottle cannot override the statutory vesting; the master properly expunged the late affirmation and refused an adjournment; the appellant offered no reasonable explanation for delay and had no prospect of success, so leave to appeal out of time was refused and the appeal dismissed.
30 May 2006

WADDINGTON LTD v. CHAN CHUN HOO THOMAS AND OTHERS

Citation

WADDINGTON LTD v. CHAN CHUN HOO THOMAS AND OTHERS
Court

Court of Appeal
Case number

CACV220/2005

The Court of Appeal dismissed the first defendant's appeal and allowed the plaintiff's cross-appeal: the judge below was wrong to strike out the statement of claim in its entirety and to require proof of a prima facie case at strike-out stage; the pleaded facts were sufficient to permit the derivative action to proceed to trial; double/multiple derivative actions are maintainable in principle; issues of control, causation and reflected loss are matters for trial rather than a strike-out; the first defendant was ordered to bear costs nisi.
28 May 2002

KING PACIFIC INTERNATIONAL HOLDINGS LTD. v. CHUN KAM CHIU AND OTHERS

Citation

KING PACIFIC INTERNATIONAL HOLDINGS LTD. v. CHUN KAM CHIU AND OTHERS
Court

Court of First Instance
Case number

HCA1732/2002

The court found that the plaintiff had raised serious questions to be tried as to (a) whether the 5th to 9th defendants were retiring directors and whether their purported deemed re-election under Bye-law 100 was valid; (b) the validity of the appointment of the Additional Directors and authenticity of the 8 and 9 April 2002 minutes; and (c) the removals of the 3rd and 4th defendants. On balance of convenience the court held that interim injunctions should be granted to prevent confusion and prejudice to the plaintiff pending trial, subject to the plaintiff's undertaking as to damages.
5 Mar 1996

TAN ENG GUAN AND ANOTHER v. SOUTHLAND CO LTD AND OTHERS

Citation

TAN ENG GUAN AND ANOTHER v. SOUTHLAND CO LTD AND OTHERS
Court

Court of Appeal
Case number

CACV166/1995

Summary judgment was inappropriate in a derivative minority shareholders action where contested issues of standing, alleged breaches of fiduciary duty, possible relief under s.358, and disputed factual and equitable matters required trial; therefore the Court allowed the appeal, set aside the summary judgment order and refused to permit summary disposal of these matters.