Hong Kong Case Law: Decisions & Judgments

Topic

Shareholder disputes

Legal area

Court

9 Aug 2024

BOLD SHINE INVESTMENT LTD v. TSUI YEE KWAN

Citation

[2024] HKCA 767
Court

Court of Appeal
Case number

CAMP101/2024

The Court of Appeal held that although the judge has case management powers, established law requires that a challenge to a plaintiff's authority to sue is not a defence and must be raised and determined at the outset (or promptly when it comes to light), with adjournment and a preliminary hearing where factual disputes exist; it is not permissible to defer decision and treat lack of authority as a defence to be determined only at the substantive trial. Leave to appeal was refused because intervention during an ongoing trial where evidence had concluded was inappropriate in the circumstances.
29 Sept 2023

SUN HING GINZA LTD v. CHAN KAI YAN AND OTHERS

Citation

[2023] HKCFI 2410
Court

Court of First Instance
Case number

HCA1357/2012

The court exercised case management discretion under Order 38 r 4A to permit the expert report prepared for HCA 1357 to be used in HCA 2498 because it was relevant to a common central issue (availability of funds for dividends) and fairness required access to that opinion; to mitigate any prejudice the court granted D125 leave to adduce responsive expert evidence and directed the parties to agree a generous timetable for the production of expert reports, meetings and a joint report; costs of the argument reserved.
20 May 2021

LEE CHEUNG LAU v. THOMAS LEE HOK LAU AND OTHERS

Citation

[2021] HKCFI 1386
Court

Court of First Instance
Case number

HCCW289/2012

The court concluded the Liquidators' decision to settle the Petitioner's costs for HK$1,483,156.80 was manifestly unreasonable because the claimed time and fees were disproportionate and unsupported by the work required; accordingly the court intervened, referred the assessment of the Petitioner's costs to taxation, directed disclosure and limited recovery of certain liquidators' affidavit costs to 15%.
23 Jan 2020

VITALY ORLOV v. MAGNUS LEONARD ROTH AND ANOTHER

Citation

[2020] HKCFI 273
Court

Court of First Instance
Case number

HCMP1331/2017

Having balanced the parties' respective partial successes and the purposes of the buyout order, the court exercised its discretion to order costs in favour of Orlov (costs of and incidental to petition and cross-petition, certificate for two counsel, taxed if not agreed, payable forthwith), made an interim payment order that Roth pay HK$35,000,000 from his own assets within 35 days subject to Orlov not blocking majority board decisions, confirmed the valuation procedure (TTC and subsidiaries to be valued as a going concern by a jointly appointed valuer whose valuation is final and binding sav…
28 Jun 2019

SOCIEDADE NACIONAL DE COMBUSTÍVEIS DE ANGOLA-EMPRESA PUBLICA v. CHINA SONANGOL INTERNATIONAL LTD AND OTHERS

Citation

[2019] HKCFI 1443
Court

Court of First Instance
Case number

HCMP670/2018

The petition and affidavits fail to plead contemporaneous facts establishing a binding mutual understanding or legitimate expectation that would limit the majority shareholder’s legal rights; consequently no serious issue to be tried under s.724 is shown and, in any event, the only substantive relief claimed is a buy‑out making interlocutory injunctions unnecessary; the interlocutory application is dismissed and costs awarded to respondents.
8 Mar 2019

NGAN WINNIE SUK WOON v. EASY LOYAL LTD AND OTHERS

Citation

[2019] HKCFI 738
Court

Court of First Instance
Case number

HCCW184/2018

The petitioners had obtained the relief sought and there was no sufficient reason to adjourn the costs issue for mediation; applying established principles (Re Lucky Ford; Re Sino Pacific) the court ordered winding-up and that the petitioners' costs be paid out of each company's assets.
18 Oct 2018

MODERN GALA (MODELS) LTD v. TSE FUNG CHIU AND ANOTHER

Citation

[2018] HKCFI 2352
Court

Court of First Instance
Case number

HCMP1547/2018

The Company did not have locus standi under section 610(5); although the court has jurisdiction under section 610(7) to deal with the circumstances, any application under that provision must be brought by a member rather than the Company, and the Company’s originating summons therefore could not succeed on that basis.
31 May 2018

CHINA SHANSHUI CEMENT GROUP LTD AND OTHERS v. ZHANG CAIKUI AND ANOTHER

Citation

[2018] HKCFI 1192
Court

Court of First Instance
Case number

HCMP1574/2016

The Zhangs committed deliberate, wholesale and obstructive contempt by failing to deliver and account for Plaintiffs' records and by defying orders concerning company articles; they failed to attend trial, could not rely on excluded affirmations, made no effective attempt to purge contempt, and therefore imprisonment (not a fine) was required: Zhang Caikui 4 months, Zhang Bin 3 months, no suspension, warrants issued and costs awarded to Plaintiffs subject to specified exclusions.
31 May 2018

AESO HOLDING LTD AND OTHERS v. CHAN SIU CHUNG AND OTHERS

Citation

[2018] HKCFI 1195
Court

Court of First Instance
Case number

HCMP1721/2017

The court found a good prima facie case for winding up based on evidence pointing to a broader fraudulent scheme in the placing of shares and concluded that, given the Company's operational paralysis caused by breaches of undertakings, mass resignations and harassment attributable to the New Directors, provisional liquidators should be appointed to preserve and stabilise the business and assets pending trial; no undertaking as to damages was required on these inter partes applications.
5 Feb 2018

DELANEY\'S INTERNATIONAL INCORPORATED v. CELTIC CHARM LTD AND OTHERS

Citation

[2018] HKCFI 521
Court

Court of First Instance
Case number

HCMP2678/2015

On the established facts the respondents acted unfairly and prejudicially by taking unilateral steps from late January to March 2015 that preferred their and McCawley’s Shenzhen’s interests over the Company and WFOE, closing and appropriating the business without board authority; therefore the petition succeeds and the appropriate remedy is an order that the respondents buy out the petitioner's shares, with the Company valued as at 31 December 2014 on a going concern basis and interest at prime plus 1% from that date.