Hong Kong Case Law: Decisions & Judgments

Topic

Unfairly prejudicial conduct (s168a)

Legal area

Court

24 Apr 2019

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

Citation

[2019] HKCA 461
Court

Court of Appeal
Case number

CACV74/2017

The Court of Appeal allowed the majority shareholders' appeal, holding Clause 6[2] did not impose a positive obligation on shareholders to approve managers' proposed sales and was consistent with Clause 8 which reserves land sale decisions to shareholders; an implied term permitting removal of managers for cause exists and the petitioner’s diversion of company resumption proceeds to his personal account amounted to serious misconduct justifying removal; accordingly there was insufficient unfairly prejudicial conduct to justify a buy‑out order and the Main Judgment buy‑out and perpetual remune…
2 Sept 2013

CHEN LEE YUAN HUA v. HSIEH YANNIK AND OTHERS

Citation

CHEN LEE YUAN HUA v. HSIEH YANNIK AND OTHERS<br>
Court

Court of First Instance
Case number

HCCW436/2012

The court struck out the alternative winding-up prayer because there was no real prospect of winding-up given available alternative remedy (buy-out), the company's solvency and assets, and absence of evidence that winding-up was preferred or necessary; the court also struck out the prayers for inquiry/repayment of private expenses and account of profits because the third Re Chime criterion was not met due to a real risk of subsequent derivative/company proceedings (double jeopardy) and inadequate particularisation for the account of profits claim, but granted leave to re-amend the petition to…
14 May 2010

CHAN LUEN YAN AND OTHERS v. CHAN TIN CHAI AND OTHERS

Citation

CHAN LUEN YAN AND OTHERS v. CHAN TIN CHAI AND OTHERS
Court

Court of First Instance
Case number

HCCW211/2007

Court found Goldsfine was not merely a nominee or trustee for CLC Ltd; majority's decision in January 2005 to waive rent and to make loans interest-free amounted to unfairly prejudicial conduct under s168A because it benefited majority shareholders disproportionately via their interests in CLC Ltd; the appropriate remedy was an order that Goldsfine purchase the petitioners' shares at net asset value as at the date of the petition, adjusted to include interest on outstanding loans and all arrears of rent, with parties to agree a valuer or apply to the court; winding up on just and equitable gr…
4 Mar 2008

GRANT SMART (HK) LTD v. POWER LEADER TECHNOLOGY DEVELOPMENT LTD AND ANOTHER

Citation

GRANT SMART (HK) LTD v. POWER LEADER TECHNOLOGY DEVELOPMENT LTD AND ANOTHER
Court

Court of First Instance
Case number

HCA1107/2007

Security for costs granted in part: court accepted risk that Power Leader and Grant Smart may be unable to meet adverse costs orders, credited prior security and applied a 25% reduction for likely taxation and overlap; appropriate security quantified by apportioning claimed costs between pre-trial and trial, crediting prior security, and discounting for overlap, resulting in orders for HK$380,000 (Power Leader) and HK$115,000 (Grant Smart).
4 Mar 2008

POWER LEADER TECHNOLOGY DEVELOPMENT LTD v. ASIA PACIFIC BIOTECH CO LTD AND OTHERS

Citation

POWER LEADER TECHNOLOGY DEVELOPMENT LTD v. ASIA PACIFIC BIOTECH CO LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP1310/2007

Security for costs applications were granted in part: having found a real risk that Power Leader and Grant Smart might be unable to meet adverse costs orders, the court exercised its discretion to order security reduced to reflect prior security, likely taxation reductions and overlap between the three related proceedings, resulting in orders for HK$380,000 (miscellaneous proceedings) and HK$115,000 (High Court action).
4 Mar 2008

POWER LEADER TECHNOLOGY DEVELOPMENT LTD v. ASIA PACIFIC BIOTECH CO LTD AND OTHERS

Citation

POWER LEADER TECHNOLOGY DEVELOPMENT LTD v. ASIA PACIFIC BIOTECH CO LTD AND OTHERS
Court

Court of First Instance
Case number

HCCW544/2006

Given the evidence that the companies concerned (Power Leader and Grant Smart) had limited, largely illiquid assets and there was a real risk they could not meet adverse costs orders, security for costs was justified; the claimed sums were excessive and required reductions for overlap, prior security and probable taxation (25% discount); after crediting prior security and deducting overlap, security of HK$380,000 was ordered for the miscellaneous/winding-up proceedings (payable by Power Leader) and HK$115,000 was ordered for the High Court action (payable by Grant Smart), with interim costs d…
21 Dec 2007

BEATRICE TSANG SAU HING AND ANOTHER v. YUENG MAN LOONG MAXLY AND OTHERS

Citation

BEATRICE TSANG SAU HING AND ANOTHER v. YUENG MAN LOONG MAXLY AND OTHERS
Court

Court of First Instance
Case number

HCCW50/2006

The court found an irretrievable breakdown of trust and an unworkable deadlock in the management of the four companies. The Yeungs were held substantially responsible for the breakdown. The Tsangs' petitions for winding up on just and equitable grounds were granted; the Yeungs' cross-petitions under s168A for buy-out relief were dismissed because unfairly prejudicial conduct vis-à-vis the companies was not established. The personal withdrawal from the Joint Account by Tsang Senior was improper between individuals but did not constitute conduct of the companies sufficient for s168A relief, tho…
21 Dec 2007

BEATRICE TSANG SAU HING AND ANOTHER v. YUENG MAN LOONG MAXLY AND OTHERS

Citation

BEATRICE TSANG SAU HING AND ANOTHER v. YUENG MAN LOONG MAXLY AND OTHERS
Court

Court of First Instance
Case number

HCCW52/2006

The court found on the balance of probabilities that there was a complete breakdown of trust and confidence and a deadlock between the families in respect of the four companies but that the Yeungs were substantially to blame for that breakdown; the Yeungs did not establish unfairly prejudicial conduct as required by s168A, so no buy-out order was made; therefore the court granted winding up orders on just and equitable grounds in favour of the Tsang petitioners and dismissed the Yeungs' cross-petitions.
21 Dec 2007

BEATRICE TSANG SAU HING AND ANOTHER v. YUENG MAN LOONG MAXLY AND OTHERS

Citation

BEATRICE TSANG SAU HING AND ANOTHER v. YUENG MAN LOONG MAXLY AND OTHERS
Court

Court of First Instance
Case number

HCCW49/2006

The court found on the balance of probabilities that there was a complete breakdown of trust and a deadlock between the families; the Yeungs were substantially responsible for that breakdown through conduct (refusal of inspections, unauthorised banking facilities, unilateral remittances, allegations to police and pressuring staff/suppliers). The withdrawals and ledger issues did not amount to unfairly prejudicial conduct by the Tsangs within s168A (the Joint Account was personal between seniors), so the Yeungs' cross-petitions for buy-out under s168A were dismissed; the Tsangs' petitions for…
26 Oct 2007

ANTHONY JAMES HATTON v. DOROTHY JANE FURNESS AND OTHERS

Citation

ANTHONY JAMES HATTON v. DOROTHY JANE FURNESS AND OTHERS
Court

Court of First Instance
Case number

HCMP845/2007

The petitions relating to dormant shelf companies were struck out because, on the pleaded facts, it was plain and obvious they contained no complaint that could properly be characterised as conduct in the affairs of those dormant companies; by contrast petitions concerning property‑holding companies, the IP holding company (Sparkling Wine), Step Further and Insomnia Singapore were not struck out because the pleaded financial interdependence, operational links and plausible effects on listing, banking facilities, audits, staff and business opportunities meant it was not plain and obvious they…