Hong Kong Case Law: Decisions & Judgments

Topic

Quasi-partnership

Legal area

Court

24 Mar 2026

KU KIN PONG v. YAT CHUN EXPAND LTD AND ANOTHER

Citation

[2026] HKCFI 1765
Court

Court of First Instance
Case number

HCCW41/2024

Leave granted to amend petition to add allegations in §§15A and 15C-F (with proposed §15B deleted) because the proposed 'secret profit' allegations were not necessarily pleas of fraud requiring particulars at this stage and were relevant to the dispute; however multiple passages in the Petitioner’s and third parties' witness statements and parts of the Points of Reply were struck out because they introduced unpleaded causes of action, relied on an irrelevant Settlement Agreement or otherwise sought to use evidence to expand the pleadings without prior amendment; limited evidence and pleadings…
26 Nov 2024

WONG CHUN KWONG IVAN AND ANOTHER v. CANADIAN EDUCATION FOUNDATION (CHINA) LTD AND OTHERS

Citation

[2024] HKCFI 3167
Court

Court of First Instance
Case number

HCCW130/2016

The petitioner failed to prove unfairly prejudicial conduct or misappropriation. The court accepted that substantial injections by Fortune/Yeung were loans and, on balance, that the parties agreed at the Fishing Point meeting that those loans bore interest at 6% and were repayable ahead of others; audited accounts reflected the indebtedness and, where qualified, were re-audited to unqualified status when confirmations were provided. The transfer of the School interest to Ms Yeung was justified by PRC regulatory requirements and implemented under a nominee/trust arrangement. There was no estab…
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. LEUNG YUET KEUNG AND ANOTHER

Citation

[2024] HKCFI 1599
Court

Court of First Instance
Case number

HCMP1988/2018

The court concluded Harbour Front had not taken genuine and substantial steps to remedy the prior misconduct that had destroyed mutual trust and confidence; because the breakdown was, in practical terms, irretrievable and Harbour Front's late offers were tactical rather than remedial, it was fair to order a buyout of YK's shares (HCMP 1471/2019) and to dismiss Harbour Front's Petitions (HCMP 1987/2018 and HCMP 1988/2018); injunctions sought by Harbour Front were an abuse and prejudiced YK
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 Feb 2024

MODERN GALA (MODELS) LTD v. TSE TSANG YAO AND OTHERS

Citation

[2024] HKCFI 514
Court

Court of First Instance
Case number

HCA1320/2015

Defendants failed to prove that payments to the Shenzhen factory were loans repayable by the plaintiff or that a quasi-partnership existed; the court found the 1st defendant liable to account for and pay HK$4,650,000 (and liable in equity/damages for related sums and LIP loss), the 2nd defendant liable for HK$750,000 and the 3rd defendant liable for HK$2,300,000; the 1st defendant's counterclaim was dismissed; claims on problematic transactions and removal of documents were not proved.
22 Feb 2024

MODERN GALA (MODELS) LTD v. TSE TSANG YAO AND OTHERS

Citation

[2024] HKCFI 514
Court

Court of First Instance
Case number

HCA1777/2015

Defendants failed to establish a quasi-partnership and failed to prove that sums paid to MGI Shenzhen or third parties were loans repayable by the plaintiff; the court found unlawful diversion of company funds into life insurance policies and payments to defendants where no entitlement was shown and ordered repayment/compensation accordingly; the first defendant's counterclaim was dismissed for lack of proof.
29 Dec 2023

CHAN KAM YAU AND ANOTHER v. CHAN HUI KI TUP AND OTHERS

Citation

[2023] HKCFI 3367
Court

Court of First Instance
Case number

HCMP693/2018

Court found PSC and the Company operated as a quasi-partnership under a Fundamental Relationship/Understanding; respondents breached that understanding by excluding petitioners from management (invalid or improperly conducted AGMs and unilateral appointments of ROs) and by approving the Proposed Allotment for the improper purpose of diluting petitioners; reduction of minimum commission and PHC payment complaints failed; remedy is a buy-out order requiring respondents (R2 and R6) to purchase petitioners' combined 28% shareholding at 28% of a court-determined going-concern valuation assessed in…
7 Dec 2023

GENG HUA ZHONG AND OTHERS v. LI SHU HON AND ANOTHER

Citation

[2023] HKCFI 3118
Court

Court of First Instance
Case number

HCCW431/2021

The petitioners' pleaded case failed to disclose a sustainable cause for just and equitable winding up and their evidence was insufficient to make out a prima facie case; the allotment making the 1st respondent majority was accepted as lawful, the company was solvent, a fair open offer (buyout or voluntary winding up) was available, and the petitioners were confined to their pleaded case; accordingly there was no case to answer and the petitions were dismissed.
7 Dec 2023

GENG HUA ZHONG AND OTHERS v. LI SHU HON AND ANOTHER

Citation

[2023] HKCFI 3118
Court

Court of First Instance
Case number

HCCW403/2017

The petitioners failed to plead and prove a prima facie case justifying a just and equitable winding up; the alleged 2007 emails did not impose ongoing equitable constraints; audited accounts were unchallenged and there was no evidential basis to go behind them; the respondent's fair buyout/voluntary winding up offer made the petitions unreasonable; accordingly there was no case to answer and the petitions were dismissed with costs.