Hong Kong Case Law: Decisions & Judgments

Topic

Just and equitable winding-up

Legal area

Court

23 May 2022

CHU KONG v. LAU WING YAN

Citation

[2022] HKCFI 1419
Court

Court of First Instance
Case number

HCA228/2017

The application to try the winding-up (HCCW 352/2014) together with the civil actions was dismissed because the Lau Camp did not establish a sufficient change of circumstances to revisit earlier case management directions; a joint trial would be unduly complex and lengthy (likely doubling trial time), would materially delay the expeditious resolution required for winding-up proceedings, and the proceedings were not at comparable stages of readiness; accordingly the balance of case management considerations favoured allowing the winding-up to run its course separately and ordering costs agains…
2 Nov 2020

LAU CHO KWAN, LEO AND ANOTHER v. LAU SIU FAN, ELAINE AND OTHERS

Citation

[2020] HKCFI 2779
Court

Court of First Instance
Case number

HCCW262/2020

P1 is entitled to inspect the undisputed categories of company documents (the 47 Bundles) subject to a confidentiality undertaking; there was insufficient evidence to infer an improper purpose to justify denial of inspection; the court lacks jurisdiction to grant the pleaded statutory-declaration relief (paragraphs 2-3) and such relief is demurrable; the Indemnity Costs Summons seeking enhanced costs after discontinuance was dismissed; costs were allocated between the parties as detailed and the court directed show cause proceedings against plaintiffs' solicitors for potentially wasted costs.
10 Jul 2020

NOBILITY SCHOOL LTD v. TSANG WOON MING AND ANOTHER

Citation

[2020] HKCFI 1503
Court

Court of First Instance
Case number

HCMP2689/2017

The petitioner failed to prove conduct in the affairs of the company that was unfairly prejudicial; the breakdown was caused primarily by the impasse over completion of the proposed sale and Tsang's actions; Tsang's exclusion from management and non-payment claims were not unfair in the changed circumstances (Doers Youth controlling and funding the business); therefore Petition and Action 2 dismissed, but declaration/vesting order granted in Action 3 that the registered share is held on trust for Nobility.
17 Dec 2018

TANG CHUEN CHUNG v. KATAL (INTERNATIONAL) KNITTING FACTORY LTD AND OTHERS

Citation

[2018] HKCFI 2828
Court

Court of First Instance
Case number

HCCW242/2017

The Company had ceased its manufacturing business by 31 March 2010 and thereafter merely passively held assets for over six years; the petitioner was unjustly excluded from management without reasonable inquiry by the respondents and their conduct aggravated the dispute; on those facts the court will exercise its power under the Companies Ordinance to wind up the Company as just and equitable and will order the 2nd and 3rd respondents to pay the petitioner's costs on an indemnity basis due to their unreasonable conduct and failure to engage constructively.
20 Jun 2011

BART WILLEM JOZEF BOST v. JERRY TENG MEI SHENG AND ANOTHER

Citation

BART WILLEM JOZEF BOST v. JERRY TENG MEI SHENG AND ANOTHER
Court

Court of First Instance
Case number

HCCW141/2007

Given the Petitioners residence in the Netherlands and attendant enforcement difficulties, and because the Petitioner failed to produce evidence of inability to raise security or that ordering security would stifle the claim, the court exercised its discretion to order security for future costs only; past costs were not secured as onerous and unfair; appropriate quantum for future costs was fixed at HK$1,100,000 and proceedings were stayed pending provision of that security within 90 days, failing which the petition would be dismissed with costs to the 1st Respondent.
29 Mar 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 held that the petitioners' original summons as framed under section 121 did not justify the relief sought for inspection of documents belonging to a subsidiary/joint venture; the appropriate remedy was to amend the summons to seek discovery under RHC Order 24, and the provisional liquidators were ordered to file an affidavit within 14 days listing documents in the Company's possession, custody or control. The court refused to sanction the immediate sale of Sunville's principal property because there was no pressing need to realise funds and the asset was not wasting; costs orders we…
29 Mar 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

HCCW51/2006

The court permitted amendment of the summons to seek discovery under RHC Order 24 and ordered the provisional liquidators to affidavit within 14 days listing documents in the Company's possession, custody or control and to exhibit a list of further relevant documents, because the company as party may have discovery obligations; the court refused to sanction the immediate sale of Sunville's principal property because there was no pressing need to raise funds and the asset was not wasting, so validation was inappropriate at this time; costs orders were made allocating inspection application cos…
19 Mar 2007

RE PRO-OP CONTRACTING (INT\'L) LTD

Citation

RE PRO-OP CONTRACTING (INT\'L) LTD
Court

Court of First Instance
Case number

HCCW587/2006

The company had ceased trading for over four years, had no audited accounts since 2002, and the directors were in irreconcilable deadlock preventing the company from functioning; substituted service had been validly effected and the respondent did not oppose — these facts satisfy the just and equitable ground under s.177(1)(f) and justify a winding-up order.
30 Jan 2007

GOLDEN SCREEN LTD v. VILLAGE CINEMAS AUSTRALIA PTY LTD AND ANOTHER

Citation

GOLDEN SCREEN LTD v. VILLAGE CINEMAS AUSTRALIA PTY LTD AND ANOTHER
Court

Court of First Instance
Case number

HCCW368/2005

The judge found that the emails and exhibits formed part of settlement communications between the two camps (Golden Harvest and Village Roadshow) made on the express or implied agreement that they would remain without prejudice; that implied agreement alone sufficed to attract privilege; accordingly the specified parts of the affidavits and exhibits were inadmissible and struck out under Order 41 rule 6, while other procedural relief was granted as specified.
12 Dec 2005

FIRST WELL CHEMICAL LTD v. H.K. FULLSON CO LTD

Citation

FIRST WELL CHEMICAL LTD v. H.K. FULLSON CO LTD
Court

Court of First Instance
Case number

HCCW672/2005

The judge adjourned the creditor's winding-up petition until determination of the earlier petition (HCCW No. 374 of 2005) because the court has power under s.180(1) to adjourn and make interim orders, the applicant faced a real risk of being deprived of statutory section 168A relief if the creditor's petition proceeded first, and the factual matrix (change in controller's stance, ongoing factory operations and apparent collusion with creditors) justified protecting the applicant's rights by deferring the creditor's petition.