Hong Kong Case Law: Decisions & Judgments

Topic

Leave to bring derivative action

Legal area

Court

6 Oct 2022

SOKA GAKKAI INTERNATIONAL OF HONG KONG LTD (香港國際創價學會有限公司) v. LAM KIN CHUNG

Citation

[2022] HKCFA 21
Court

Court of Final Appeal
Case number

FAMV333/2022

The application for leave to appeal was refused because it raised interlocutory, fact-specific disputes about the adequacy of member ratification and the merits of the derivative claims that were inappropriate for resolution on a leave application; the Courts below correctly applied the statutory leave criteria in ss 732-734 and there was no sufficiently arguable question of general or public importance warranting this Court's intervention at the leave stage.
24 Jun 2022

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

Citation

[2022] HKCA 931
Court

Court of Appeal
Case number

CACV103/2018

The Court refused leave to appeal to the Court of Final Appeal and held that the Company had not proved that the 2019 EGM resolution constituted valid approval or ratification under s.734 CO because members were presented with inaccurate, incomplete and misleading information (including incorrect legal advice) so they did not give fair consideration when voting; the burden is on the company to show fair consideration and proper information, and mass membership alone does not relieve that burden.
31 May 2016

CHEUNG HING v. WAH FUNG FOREST RESOURCES LTD

Citation

CHEUNG HING v. WAH FUNG FOREST RESOURCES LTD
Court

Court of First Instance
Case number

HCMP2433/2012

The Court granted leave to bring a statutory derivative action limited to declarations that there was no HK$20,000,000 debt or valid set‑off (paragraphs 2(b)(i) and (ii)) because there was sufficient prima facie material and it was in the company's interest; the Court refused leave to set aside all Jinrong tenancy agreements as shams and refused leave for vacant possession, mesne profits and damages against occupiers due to insufficient material; the application for indemnification of future costs was adjourned sine die; costs of the leave application were ordered against the intervener, Mr W…
31 Dec 2013

SZE CHING LOK AND OTHERS v. CHINA RESOURCES POWER HOLDINGS COMPANY LTD

Citation

SZE CHING LOK AND OTHERS v. CHINA RESOURCES POWER HOLDINGS COMPANY LTD
Court

Court of First Instance
Case number

HCMP1655/2013

The court found that the 1st applicant's 2nd affirmation contained several new complaints and factual matters (including alleged prepayments, additional loan undertakings, Datong default claims, production delay losses, irregularities in permit renewals and alleged overpayment figures) that were not pleaded in the originating summons or draft statement of claim; such matters could not be admitted as evidence in reply because they would unfairly ambush the respondent, and accordingly the respondent's application to expunge the contested paragraph(s) was allowed.
11 Feb 2010

AU SAU YU, FLORENCE AND ANOTHER v. YUNG LAN AND OTHERS

Citation

AU SAU YU, FLORENCE AND ANOTHER v. YUNG LAN AND OTHERS
Court

Court of First Instance
Case number

HCMP1791/2009

Applicants satisfied s168BI(3): they acted in good faith and had reasonable grounds supported by the independent surveyor report; it is sufficient that applicants became registered members by the time the court determined the matter rather than at time of filing; accordingly applicants were entitled to their costs and the directors in control (Yung Lan and Lo Tak Lun) must personally bear those costs and any costs Luen Fat is liable for from the 11 November 2009 hearing.
19 Aug 2009

NG WONG ALFRED AND ANOTHER v. WONG HENG INVESTMENT CO LTD

Citation

NG WONG ALFRED AND ANOTHER v. WONG HENG INVESTMENT CO LTD
Court

Court of First Instance
Case number

HCMP1302/2009

Security for costs was refused because the applicants met the low prima facie threshold for leave to bring the statutory derivative action and demonstrably possessed substantial Hong Kong assets (25% shareholding valued about $12,000,000, entitlement to distributions, and a Hong Kong bank account), such that the Company could enforce any costs order; the application for security was opportunistic and appeared designed to delay; accordingly costs were awarded to the applicants on an indemnity basis assessed at $57,600 to be paid forthwith.

Hong Kong Case Law

SOKA GAKKAI INTERNATIONAL OF HONG KONG LTD (香港國際創價學會有限公司) v. LAM KIN CHUNG

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

CHEUNG HING v. WAH FUNG FOREST RESOURCES LTD

SZE CHING LOK AND OTHERS v. CHINA RESOURCES POWER HOLDINGS COMPANY LTD

AU SAU YU, FLORENCE AND ANOTHER v. YUNG LAN AND OTHERS

NG WONG ALFRED AND ANOTHER v. WONG HENG INVESTMENT CO LTD