Hong Kong Case Law: Decisions & Judgments

Topic

Separate corporate personality

Legal area

Court

15 Aug 2023

ZL v. WY AND OTHERS

Citation

[2023] HKCFI 2105
Court

Court of First Instance
Case number

HCMP948/2020

The 2023 Hong Kong injunction was discharged because (1) enforcement of the Australian ex parte freezing order would, in the particular circumstances, conflict with public policy by disregarding company creditors and the separate corporate personality and reflective loss principles; (2) the Wife failed to demonstrate a real risk of dissipation given Hong Kong assets were a small fraction of the matrimonial pool and protective undertakings existed; and (3) the ex parte order was unjustified and obtained with serious material non-disclosures and abuse of process, so the injunction must be disch…
6 May 2022

MYERS MANAGEMENT CONSULTING LTD v. TOPMIX (INTERNATIONAL) CO LTD

Citation

[2022] HKDC 410
Court

District Court
Case number

DCCJ3052/2014

Applications to join and make Mr Ng personally liable were dismissed because at stage one the unexplained delay and lack of prior warning caused real prejudice to Mr Ng and amounted to an abuse of process, and at stage two even if considered the material facts (funding/control/possible benefit) were insufficient absent impropriety to justify a non-party costs order; the Master's dismissal was therefore affirmed and costs awarded to Mr Ng.
2 Jun 2021

CHEUNG HAU CHUN v. LEUNG PAK KAN RORY

Citation

[2021] HKDC 605
Court

District Court
Case number

DCCJ3263/2019

The defendant's pleaded defence was not believable in context and was frivolous; the HK$800,000 was paid for the specific purpose of acquiring the shares by the plaintiff (or his nominee) and Pacific Fine was not a party to negotiations, so there was no arguable triable issue to prevent summary judgment. Accordingly summary judgment for return of HK$800,000 to the plaintiff was properly entered and the appeal was dismissed.
12 Jul 2019

PERFEKTA ENTERPRISES LIMITED v. COMMISSIONER OF INLAND REVENUE

Citation

[2019] HKCFA 25
Court

Court of Final Appeal
Case number

FACV11/2018

On the undisputed primary facts the appellant did not change its intention to trade; the redevelopment and trading venture was undertaken by its separate subsidiary Prodes; therefore the Initial Payment was capital in nature and not chargeable to profits tax; the Court substituted the contrary conclusion because it was the true and only reasonable conclusion on the facts.
22 Mar 2010

KING CROWN DECORATION & CONSTRUCTION LTD v. THE COLLECTOR OF STAMP REVENUE

Citation

KING CROWN DECORATION & CONSTRUCTION LTD v. THE COLLECTOR OF STAMP REVENUE
Court

District Court
Case number

DCSA14/2009

The court refused to exercise its discretion under s14(5B) because the appellant failed to show it was prevented from appealing by the director's absence, postal delay or financial hardship and it had not used statutory postponement mechanisms under s14(1A)/(1B).
21 Oct 2008

NEXT CHAMPION LTD v. NGAN IN LENG AND OTHERS

Citation

NEXT CHAMPION LTD v. NGAN IN LENG AND OTHERS
Court

Court of Appeal
Case number

CACV91/2008

No triable issue of law or fact existed; the Court of Appeal upheld the master’s finding that the defendants breached the deed of undertaking by failing to procure termination and vacant possession of the sauna lease by 31 August 2005; questions about quantification of loss (diminution in value) are to be determined at the assessment hearing and the defendants may raise the Gerber/separate-entity point there; the prevention principle did not apply on the defendants' own evidence; contra proferentem was inapplicable since both parties' solicitors participated in drafting.
31 Mar 2006

RE ZHU KUAN (HONG KONG) CO LTD (IN LIQUIDATION)

Citation

RE ZHU KUAN (HONG KONG) CO LTD (IN LIQUIDATION)
Court

Court of First Instance
Case number

HCCW875/2003

The court refused to direct ZKHK's liquidators to pay fees and expenses incurred in the liquidations of ZKG and PIV out of ZKHK assets because it lacked jurisdiction to order one liquidation's funds to be applied to liabilities or remuneration of another without a statutory or established equitable mechanism; doing so would conflict with the principle of separate corporate personality and the statutory nature of the liquidator's powers. The alternative limited recourse loan proposal was also refused on the available material as inadequately defined, disproportionate to realizable assets, pote…
13 Jan 2004

PEREGRINE INVESTMENTS HOLDINGS LTD (in liquidation) AND ANOTHER v. ASIAN INFRASTRUCTURE FUND MANAGEMENT CO LTD L.D.C. AND OTHERS

Citation

PEREGRINE INVESTMENTS HOLDINGS LTD (in liquidation) AND ANOTHER v. ASIAN INFRASTRUCTURE FUND MANAGEMENT CO LTD L.D.C. AND OTHERS
Court

Court of Appeal
Case number

CACV32/2003

Majority held clause 14 was void for violating the anti-deprivation principle because it operated to transfer PII's valuable shares at gross undervalue upon PIH's insolvency, thereby depriving PIH's creditors of assets that would otherwise benefit them; the principle applies where an arrangement, even if implemented by a subsidiary or third party, has the practical effect of removing value from assets available to the insolvent's creditors; transfers pursuant to clause 14 were void and the defendants' coordinated conduct amounted to an unlawful conspiracy to injure.
3 Sept 2003

CHEUNG POH CHOO v. CHIN LAN HONG AND OTHERS

Citation

CHEUNG POH CHOO v. CHIN LAN HONG AND OTHERS
Court

Court of First Instance
Case number

HCMP4762/2002

The petitions must be limited to complaints that constitute conduct in the affairs of the particular subject company; where allegations plainly concern other separate companies and do not impinge on the subject company they disclose no arguable case under s.168A and must be struck out; only when distinct companies have interactions rendering their affairs inseparable (as in Jesner) may cross‑company allegations be relevant.
24 Feb 2001

HUA CHIAO COMMERCIAL BANK LTD. v. ALPHA PLUS INTERNATIONAL DEVELOPMENT LTD.

Citation

HUA CHIAO COMMERCIAL BANK LTD. v. ALPHA PLUS INTERNATIONAL DEVELOPMENT LTD.
Court

Court of First Instance
Case number

HCA14714/1999

The court held that the identified accounts receivable were not "means" currently available to the judgment debtor for satisfaction of the judgment; therefore the court could not be satisfied under Order 49B r.1B(1)(a) that the judgment debtor is able to satisfy the judgment and the applications to order payment and to commit the director under Order 49B r.1B(3) failed. Committal requires a prior compliance order under r.1B(2) and proof of misconduct on the criminal standard; application of committal to a director of a company is conceptually constrained by corporate personality.