Hong Kong Case Law: Decisions & Judgments

Topic

Winding up petitions

Legal area

Court

27 Sept 2024

SUN ENTERTAINMENT CULTURE LTD v. INVERSION PRODUCTIONS LTD (FORMERLY KNOWN AS TNC PRODUCTIONS LTD)

Citation

[2024] HKCA 884
Court

Court of Appeal
Case number

CACV335/2023

Default interest of the kind specified in the loan documents is not to be taken into account for the purpose of determining the effective rate of interest under section 24 of the MLO where the contractual non-default rate is capable of being expressed as an annual rate; on the contract construed the default interest applied to unpaid principal only and was simple not compounded; the Borrower’s calculations and legal premise were therefore unsustainable and the arbitration clause did not bar the winding up petition which was properly proceeded with and affirmed on appeal.
11 Jun 2024

LEUNG YUET KEUNG v. HARBOUR FRONT LTD AND ANOTHER

Citation

[2024] HKCFI 1599
Court

Court of First Instance
Case number

HCMP1471/2019

Where a shareholder (Harbour Front/its controller) has been found to have caused a serious and continuing breakdown of mutual trust and confidence and has not taken genuine and substantial steps to remedy the misconduct, the equitable expectation to participate in management is lost; in those circumstances an order for purchase of the aggrieved shareholder's shares under ss.724-725 is fair and appropriate while the petition seeking to restore managerial participation is dismissed.
11 Jun 2024

HARBOUR FRONT LTD v. MONEY FACTS LTD

Citation

[2024] HKCFI 1599
Court

Court of First Instance
Case number

HCMP1987/2018

The court concluded that Harbour Front had not taken genuine and substantial steps to remedy the prior misconduct that had destroyed mutual trust and confidence; consequently YK's cross-petition for a buyout under ss.724–725 succeeded (HCMP1471/2019) and Harbour Front's petitions (HCMP1987/2018 and HCMP1988/2018) failed. A buyout order will be made with valuation and ancillary directions to be determined at case management; costs were ordered as set out.
22 May 2024

TANG CHACK WING (by his next friend TANG KIT YAN CARRIE) v. YUNG WOON KWAI

Citation

[2024] HKCFI 1331
Court

Court of First Instance
Case number

HCA1837/2020

Defendant repudiated the Agreement by persistent non-payment and unlawful termination; clause 4.2(A) is an innominate term and plaintiff’s conduct (including lodging winding up petitions) did not deprive defendant of substantially the whole benefit of the contract nor justify termination; only a narrow implied term (no destruction of subject shares) is recognized; plaintiff entitled to specific performance and judgment for outstanding HK$990,000,000 plus interest.
18 Dec 2023

CHINA PING AN INSURANCE OVERSEAS (HOLDINGS) LTD v. LUCK GAIN LTD AND OTHERS

Citation

[2023] HKCFI 3315
Court

Court of First Instance
Case number

HCA1196/2022

Clause 4.2 of the Subscription Agreement, read in context, creates a clear and enforceable contractual obligation owed by the issuer and guarantor to the plaintiff to ensure the Certificates (including Definitive Certificates upon an event of default) are delivered to the registrar for authentication; that obligation is not inconsistent with the Bond Documents or the intermediated securities regime; there was no triable issue or arguable defence and final judgment granting specific performance was appropriate.
31 Mar 2021

LIU HAO TSING EDUCATION FOUNDATION LTD AND ANOTHER v. LIU TIEH CHING BRANDON (also known as LAU TIT SHING)

Citation

[2021] HKCFI 823
Court

Court of First Instance
Case number

HCA931/2019

The court held it was not a plain and obvious case to strike-out the petition on the ground that the Statement was enforceable to bar the petition; the enforceability raised non‑trivial legal and public policy issues and required fuller determination. However, the court struck out specific reliefs that were clearly unsustainable: the primary relief for distribution of assets in specie (paragraph 132 and Prayer 1) and the alternative winding-up averments (paragraphs 136–138 and Prayer 5) as obviously inappropriate on the pleaded facts, and struck out the petition as against the 3rd and 4th res…
8 May 2020

RE SURE LEAD LTD

Citation

[2020] HKCFI 932
Court

Court of First Instance
Case number

HCCW7/2020

The court granted validation orders because the petitioners produced no evidence of insolvency, the asserted risk of preference was speculative, and the petitioners' refusal to agree appeared tactical and unjustified; consequently the petitioners were ordered to pay the company's costs (party and party up to and including 19 April 2020 and on an indemnity basis thereafter).
28 Jan 2016

RE HIN-PRO INTERNATIONAL LOGISTICS LTD

Citation

RE HIN-PRO INTERNATIONAL LOGISTICS LTD
Court

Court of First Instance
Case number

HCCW226/2014

The court has jurisdiction under RHC O 20 to allow a creditor to re-amend a winding-up petition to include debts that accrued after presentation; the test is less stringent than for writ amendments, and the court exercised its discretion to grant leave because the proposed re-amendments were not shown to be bound to fail, caused no irremediable prejudice, and allowing amendment served the CJR objectives and avoided multiplicity of proceedings.
8 Mar 2012

深圳巿均翔房地產經紀有限公司 v. HONGKONG ZHONGXING GROUP CO LTD

Citation

深圳巿均翔房地產經紀有限公司 v. HONGKONG ZHONGXING GROUP CO LTD
Court

Court of First Instance
Case number

HCCW256/2011

Failure to leave the statutory demand at the company’s registered office (Unit102 as recorded) meant the petitioner could not rely on deemed insolvency under s178(1)(a); however the petition was not strike‑out worthy because the petitioner retained a real prospect of proving insolvency by other means (inference from an unpaid undisputed debt) and defects in service of the petition were procedural irregularities curable under rule 209; amendments correcting registry‑recorded details permitted but not amendments that would contradict the petitioner’s own evidence (place of service).
23 Dec 2009

RE DIANOOR JEWELCRAFT LTD

Citation

RE DIANOOR JEWELCRAFT LTD
Court

Court of First Instance
Case number

HCCW577/2008

The court refused validation orders because the Receivers' evidence showed on the available material that DIL (and therefore DJL) appeared insolvent such that paying the petitioning employees in full would unfairly prefer them over other creditors; the court appointed the existing Receivers as provisional liquidators of DIL, DJL and Checkers as their appointment was prima facie appropriate and conducive to efficient liquidation, and made winding up orders for all three companies.