13 May 2020
SHUN HING ELECTRONIC HOLDINGS LTD AND ANOTHER v. WONG PUI FAN
- Citation
- [2020] HKCA 309
- Court
- Court of Appeal
- Case number
- CACV510/2018
The Court held the pleaded Relevant Pleas were not plainly unarguable: directors' approval and accounting records (AFS and directors' representations) are evidence but not conclusive as a matter of law; approval by directors (or adoption of AFS by shareholders) does not necessarily preclude liability for breach of fiduciary duty where transactions may have been for improper purposes or not in the company's best interest; accordingly the strike‑out was inappropriate and leave to amend (proprietary tracing claim) should be granted and the actions may be tried together.