Hong Kong Case Law: Decisions & Judgments | LexChat

Hong Kong Case Law

Just and equitable winding up (s177(1)(f))

  • 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…

    • Unfairly prejudicial conduct (s168a)
    • Just and equitable winding up (s177(1)(f))
    • Shareholders' buyout
    • Nominee/trust issues
    • Valuation of shares

  • 21 Dec 2007

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

    Citation
    YUENG MAN LOONG MAXLY AND ANOTHER v. TSANG SAU HING BEATRICE AND OTHERS
    Court
    Court of First Instance
    Case number
    HCCW131/2007

    The court made winding up orders for the four Hong Kong companies under s177(1)(f) because there was a complete breakdown of mutual trust and confidence and an irreconcilable deadlock in management; the Yeungs were found substantially responsible for the breakdown. The Yeungs' cross-petitions under s168A failed because the alleged misconduct did not establish unfairly prejudicial conduct in relation to the companies' affairs; the disputed Joint Account was held to be a personal account of the two senior family members (with the US$1.6m withdrawal improprietary but not a company matter) and th…

    • Just and equitable winding up (s177(1)(f))
    • Unfair prejudice / buy-out orders (s168a)
    • Deadlock and breakdown of mutual trust
    • Accounting irregularities and bonus distributions
    • Ownership of joint funds

  • 21 Dec 2007

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

    Citation
    YUENG MAN LOONG MAXLY AND ANOTHER v. TSANG SAU HING BEATRICE AND OTHERS
    Court
    Court of First Instance
    Case number
    HCCW132/2007

    The court found there was a complete breakdown of trust and an irretrievable deadlock between the families in relation to the four companies; the Yeungs were substantially to blame for the deadlock; the accounting and bank‑account complaints did not establish unfairly prejudicial conduct warranting a buy‑out under s168A; accordingly the petitions by the Tsangs for winding up were granted and the Yeungs' cross‑petitions dismissed.

    • Just and equitable winding up (s177(1)(f))
    • Unfair prejudice / buy-out remedy (s168a)
    • Director/shareholder deadlock
    • Provisional liquidation
    • Accounting and misappropriation allegations

  • 9 Nov 2007

    RE TAK YUE RESTAURANT LTD

    Citation
    RE TAK YUE RESTAURANT LTD
    Court
    Court of First Instance
    Case number
    HCCW103/2007

    The court refused to strike out the petitions in respect of relief under s168A and refused most strike out grounds because the petitioner alleged conduct in the companies' affairs (delay/failure to register and delay to wind up Shu Fat) capable of amounting to unfair prejudice; however the court struck out winding-up prayers for Tak Yue and Kam Fat on the basis that s168A remedies were adequate for those companies given available relief and no evidence of insolvency, and struck out specified irrelevant paragraphs; costs ordered against petitioner for half of respondents' costs.

    • Just and equitable winding up (s177(1)(f))
    • Unfair prejudice and remedies under s168a
    • Strike out for disclosing no reasonable cause
    • Registration and transmission of shares
    • Buy-out relief and valuation of shares
    • Directors' loans and repayment

  • 17 Oct 2003

    YUANTA SECURITIES ASIA FINANCIAL SERVICES LTD v. CORE PACIFIC INVESTMENT HOLDINGS (BVI) LTD AND OTHERS

    Citation
    YUANTA SECURITIES ASIA FINANCIAL SERVICES LTD v. CORE PACIFIC INVESTMENT HOLDINGS (BVI) LTD AND OTHERS
    Court
    Court of First Instance
    Case number
    HCCW804/2003

    The company failed to discharge the heavy onus of demonstrating that its active and partisan participation or expenditure in the s168A/s177(1)(f) proceedings was necessary or expedient in the interests of the company as a whole; the petition constitutes a dispute between shareholders and not between the petitioner and the company, so the asserted arbitration rights do not justify the company taking an active role; accordingly an interlocutory injunction was granted restraining the company from participating in or expending funds on the petition and related strike out/stay applications except…

    • Unfair prejudice (s168a)
    • Just and equitable winding up (s177(1)(f))
    • Stay to arbitration
    • Abuse of process
    • Funding of company litigation
    • Role of nominal company party

  • 23 Nov 2001

    Re CHING HING CONSTRUCTION CO. LTD.

    Citation
    Re CHING HING CONSTRUCTION CO. LTD.
    Court
    Court of First Instance
    Case number
    HCCW889/1999

    The petition failed: petitioners did not prove the alleged Common Understanding nor that respondents' conduct was both unfair and prejudicial under s168A; the 1996 non‑re‑election was a lawful exercise of voting power justified by legitimate concerns (conflict and lack of participation), the five sisters acted in concert but not wrongfully, and directors' remuneration between 1996‑1999 was not excessive given the documented workload and litigation; consequently no buy‑out or winding‑up order warranted and petition dismissed with costs.

    • Unfair prejudice (s168a)
    • Just and equitable winding up (s177(1)(f))
    • Directors' remuneration
    • Legitimate expectation/common understanding
    • Shareholder voting and director elections
    • Quasi‑partnership principles