Hong Kong Case Law: Decisions & Judgments

Topic

Unfairly prejudicial conduct

Legal area

Court

8 Aug 2024

RE SOUTH ASIA GROUP (H.K.) LTD

Citation

[2024] HKCFI 2070
Court

Court of First Instance
Case number

HCCW6/2024

The court found the Jinheng‑nominated directors exercised their power to allot shares for an improper purpose (to dilute minority shareholders) and without adequate objective justification, and also failed to call AGMs or produce proper consolidated audited accounts; the 1st and 2nd allotments were therefore voidable and set aside, subscription monies paid by the petitioner ordered repaid, and because a buy‑out would be futile given respondents' non‑compliance, lack of disclosure and apparent inability to fund a buy‑out, the company was wound up on just and equitable grounds.
6 May 2024

SECURITIES AND FUTURES COMMISSION v. LEUNG ANITA FUNG YEE MARIA AND OTHERS

Citation

[2024] HKCFI 1210
Court

Court of First Instance
Case number

HCMP1917/2019

Petitioner satisfied the Mareva threshold: there is a good arguable case on merits and quantum under SFO s.214, and objectively a solid basis to infer a real risk of dissipation given the nature of alleged fraud, documentary and forensic evidence (including Zhao’s corroborated material, possession of BVI chops, unusual SPA terms and WeChat threats) such that the balance of convenience favours granting the interlocutory worldwide freezing and ancillary disclosure orders with specified monetary exceptions; applications to adjourn and to file the signed but unsworn affidavit were dismissed.
16 Jun 2021

VITALY ORLOV v. MAGNUS LEONARD ROTH AND ANOTHER

Citation

[2021] HKCFI 1705
Court

Court of First Instance
Case number

HCMP1331/2017

The court exercised its discretion on the specific facts: because the valuation was inevitable given the adversarial history but the Valuation materially vindicated Orlov against Roth's lower figures and Roth's conduct contributed to contested and avoidable costs, Roth must pay 80% of Orlov's valuation costs and 80% of the Valuer's costs, Orlov to pay 20% of the Valuer's costs, and the company's (TTC) costs to be shared equally; all costs taxed if not agreed.
10 Jun 2021

TROPHY GOLD INVESTMENTS LTD v. MODERN CITY DEVELOPMENT LTD AND ANOTHER

Citation

[2021] HKCFI 1689
Court

Court of First Instance
Case number

HCMP2161/2014

Leave to appeal was refused because the challenged decision was a proper case management ruling: the disputed accounting matters were largely factual or could be dealt with in valuation if petitioner prevailed, necessary discovery and valuation evidence were lacking, R1 had provided accounting methodology unchallenged, admission of expert evidence had not been shown to be necessary, and granting leave would be disproportionate.
30 Apr 2021

SCANTY INVESTMENT CO AND ANOTHER v. BRILLIANT FUNCTIONS LTD AND OTHERS

Citation

[2021] HKCFI 1273
Court

Court of First Instance
Case number

HCCW190/2018

The undertaking was wide enough to bar the Petitioners from commencing BVI proceedings based on the same or similar facts; the Petition is dismissed and the Petitioners must pay the Respondents' costs on an indemnity basis; the Petitioners will only be released from the undertaking if they issue BVI proceedings seeking unfair prejudice relief on substantially the same grounds by 18 June 2021; insufficient explanation was given for release absent that condition, consistent with the requirement of a significant change of circumstances as per Mid Suffolk.
24 Nov 2020

DU SHUI WING AND OTHERS v. FU KIN FUNG AND OTHERS

Citation

[2020] HKCFI 2924
Court

Court of First Instance
Case number

HCMP846/2019

The court found there were serious issues to be tried, the company's affairs were being conducted in a manner causing operational jeopardy and unfair prejudice to members and that the balance of convenience favored interim intervention; accordingly, pending determination of the amended petition the court appointed a receiver/manager to protect company assets and manage operations, subject to the usual undertaking as to damages.
12 Nov 2020

WANG ZHIHUA v. REGISTRAR OF COMPANIES AND OTHERS

Citation

[2020] HKCFI 2873
Court

Court of First Instance
Case number

HCMP2185/2019

The court found the 2019 ND2As and 2019 NR1s were derived from invalid or unauthorised acts because Lai lacked the requisite authority: the meetings and resolutions he relied upon were inquorate, no special notice was given for removal of directors, and Lai could not unilaterally change company secretary or registered office where board quorum was required. Consequently the impugned documents were null and void and, because their continued presence would cause material damage and confusion to the companies' business, the documents were ordered removed from the Companies Register and specific…
24 Apr 2019

DENNIS KWOK HON MING v. POON SUI CHEONG ALBERT AND OTHERS

Citation

[2019] HKCA 461
Court

Court of Appeal
Case number

CACV9/2017

The Court of Appeal allowed the majority shareholders' appeal, set aside the buy-out order and related relief because Clause 6[2] did not impose a positive obligation on shareholders to approve outside offers for Non-Core Land (natural reading and Clause 8 confirm shareholder control over land sales) and the petitioner was validly removable as manager for cause (diversion of company funds to personal account justified loss of confidence), so there was insufficient unfairly prejudicial conduct to justify a buy-out under section 168A.
16 Aug 2018

YEUNG SIU MING v. MAN SHING TEXTILES LTD AND OTHERS

Citation

[2018] HKCA 521
Court

Court of Appeal
Case number

CACV3/2018

The Court of Appeal held that the judge below erred in finding the petitioner had no locus standi: the petitioner remained a registered shareholder on the evidence (transfer instruments were retained by the stakeholder and annual returns showed the petitioner as member) and a dispute as to beneficial ownership does not defeat locus standi to present contributory or member petitions; the proper exercise of the court’s discretion on whether to require resolution of beneficial ownership first should be made at first instance. Appeals allowed and strike‑out orders set aside; costs awarded to the…
28 Mar 2018

CHINA ENERGY UTILIZATION LTD v. CHINA PEOPLE HONG KONG) LTD AND ANOTHER

Citation

[2018] HKCFI 867
Court

Court of First Instance
Case number

HCCW188/2013

The court held that it is not appropriate to make a buy-out order under s168A without first being satisfied that there has been unfairly prejudicial conduct; because material matters affecting valuation and the merits remained in dispute, the proper course was to set the conjoined petitions down for trial expeditiously rather than attempt to enforce or litigate the validity of the existing consent order.