Hong Kong Case Law: Decisions & Judgments

Topic

Winding‑up (just and equitable)

Legal area

Court

10 Jul 2020

TSANG WOON MING v. LAI KA LIM also known as LAI KAI LIM AND OTHERS

Citation

[2020] HKCFI 1503
Court

Court of First Instance
Case number

HCCW407/2016

The petitioner failed to prove unfairly prejudicial conduct in the affairs of the company: the breakdown was principally caused by an impasse over completion of the PSPA and by Tsang's refusal to complete the sale; exclusion from management and non-repayment of loans were not unfair in the changed circumstances after Doers Youth took over; allegations of falsified employment contract and petty cash theft were not proved; Tsang's asserted conditional trust over the registered share in Noble was not proved but the court granted a declaration and vesting order in favour of Nobility; consequentia…
10 Jul 2020

KING’S GLORY EDUCATIONAL CENTRE LTD v. TSANG WOON MING AND OTHERS

Citation

[2020] HKCFI 1503
Court

Court of First Instance
Case number

HCA33/2017

The petitioner failed to prove unfairly prejudicial conduct in the affairs of Nobility; the breakdown resulted primarily from an impasse over completion of the PSPA and Tsang’s refusal to complete the sale rather than actionable misconduct by the respondents; exclusion from management, non-payment of loans and managerial changes were not unfair in the changed circumstances (majority/Doers Youth financing and control); Tsang failed to prove the alleged conditional trust over the registered Noble share, therefore petition and Action 2 dismissed and the declaration/vesting relief in Action 3 gra…
26 Mar 2020

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

Citation

[2020] HKCFI 498
Court

Court of First Instance
Case number

HCCW190/2018

The strike-out application was dismissed because the petitioners provided an undertaking not to commence BVI unfair prejudice proceedings, removing prejudice to respondents; however the court held as a legal proposition that where a company is incorporated abroad, has no place of business in Hong Kong and equivalent buy-out remedies exist at the place of incorporation, petitioners should ordinarily be required to pursue relief there unless it is unreasonable to do so or the respondents cannot effect a buy-out.
24 Dec 2015

KAM LEUNG SUI KWAN v. KAM KWAN LAI AND OTHERS

Citation

KAM LEUNG SUI KWAN v. KAM KWAN LAI AND OTHERS
Court

Court of Final Appeal
Case number

FACV4/2015

The summons was dismissed because a single permanent judge lacked jurisdiction to set aside an order of the full Court of Final Appeal under s46 HKCFAO and, even if jurisdiction existed, the application had no merit because the contention under s180(1A) was raised too late (after final judgment) and the post-judgment negotiations could not justify rescinding the winding-up order.
15 Jul 2015

DANIEL ISAAC HENRI MIMOUN AND OTHERS v. DRAGON CONCEPT HK LTD AND OTHERS

Citation

DANIEL ISAAC HENRI MIMOUN AND OTHERS v. DRAGON CONCEPT HK LTD AND OTHERS
Court

Court of First Instance
Case number

HCCW434/2012

Security for costs was ordered because the petitioners were foreign or effectively foreign and the local corporate petitioner was a nominee of a foreign beneficial owner, the 2nd respondent adduced credible evidence (notably an unpaid allocatur exceeding HK$330,000 and over HK$400,000 with interest) meeting the threshold under s905 of the Companies Ordinance that the corporate petitioner may be unable to pay costs, and no discretionary factor (delay, provisional liquidator's report, monies paid into court) sufficiently rebutted the need for security; the court fixed security at HK$700,000 and…
10 Jul 2015

HUI WAH CHUEN v. SIU KWOK SUN AND ANOTHER

Citation

HUI WAH CHUEN v. SIU KWOK SUN AND ANOTHER
Court

Court of First Instance
Case number

HCCW318/2014

The petition did not adequately plead particular facts justifying a winding-up order as an alternative to a buyout; the re-amendments were insufficiently specific (notably the unsupported loss of substratum allegation) and therefore the winding-up prayer had no realistic prospect of success; accordingly the court struck out the winding-up relief and permitted limited re-amendment excluding the unsupported loss of substratum allegation.
16 Aug 2012

STAR GENIUS ENTERPRISES LTD v. KINGDOM POWER DEVELOPMENT LTD AND OTHERS

Citation

STAR GENIUS ENTERPRISES LTD v. KINGDOM POWER DEVELOPMENT LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP2672/2011

Although there was credible evidence that some costs might remain unpaid, the substantial overlap between the petitions and the fact that the petition could properly be regarded in substance as a defence to the cross-petition meant that exceptional circumstances to justify ordering security for costs under s.357 were not shown; accordingly the summons for security was dismissed and costs ordered to the petitioner.
23 Feb 2010

RE THE NEW CHINA HONG KONG HIGHWAY LTD

Citation

RE THE NEW CHINA HONG KONG HIGHWAY LTD
Court

Court of First Instance
Case number

HCCW550/2009

On the assumed truth of the petition allegations the court was not satisfied at the strike‑out stage that the claim for winding‑up cannot succeed; there was a real, if small, prospect that winding‑up could be a proper remedy and the risk that the petition might enable the PRC partner to seek termination did not by itself justify striking out paragraph 82, therefore the strike‑out application was dismissed.
12 Mar 2008

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

HCCW51/2006

Court ordered that the Yeungs pay the Tsangs' costs of the Tsangs' petitions on the party-and-party basis and pay the Tsangs' costs of the Yeungs' cross-petitions on the indemnity basis (in default of agreement), declined to order the Yeungs to bear the provisional liquidators' remuneration which will be borne by the companies, and made no order as to costs of the costs hearing itself.
30 Nov 2007

CATDAVE INVESTMENTS LTD v. BARBICAN CAPITAL INVESTMENT LTD AND OTHERS

Citation

CATDAVE INVESTMENTS LTD v. BARBICAN CAPITAL INVESTMENT LTD AND OTHERS
Court

Court of First Instance
Case number

HCCW444/2006

The court found insufficient credible evidence of the alleged binding shareholders agreement or of conduct so unfair or prejudicial as to justify winding-up or a buy-out. Barbican was held to be the beneficial owner of the properties; funds advanced by Mr Tsang were treated as shareholder loans. Failures to file returns and convene AGMs were breaches but remediable and caused no real prejudice to the petitioner. The petition was therefore dismissed.