Hong Kong Case Law: Decisions & Judgments

Topic

Shareholders' loans

Legal area

Court

17 Nov 2022

RE BGA HOLDINGS LTD (Formerly Known as BEIBU GULF OCEAN SHIPPING (GROUP) LTD)

Citation

[2022] HKCA 1723
Court

Court of Appeal
Case number

CACV557/2021

The applications to adduce new evidence were refused because the Company failed to satisfy the Ladd v Marshall criteria: Zhou's affirmation could have been obtained with reasonable diligence before the hearing and would not have materially affected the outcome given her limited personal knowledge and the existence of contemporaneous documents; Lau's later witness statement added nothing new as it duplicated an earlier BVI affirmation already before the judge. The Judge's finding that the Company failed to raise a bona fide dispute was upheld and the convictions as to repayability on demand, a…
17 Nov 2022

RE BGA HOLDINGS LTD (Formerly Known as BEIBU GULF OCEAN SHIPPING (GROUP) LTD)

Citation

[2022] HKCA 1723
Court

Court of Appeal
Case number

CACV591/2021

The applications to adduce fresh evidence were refused because the Company failed to satisfy the Ladd v Marshall requirements: Zhou's affirmation could have been obtained with reasonable diligence and would not have materially affected the outcome given her limited personal knowledge and the contemporaneous documentary record; Lau's later witness statement added nothing material as its relevant content was already before the court. Consequently the judge below was not wrong to find no bona fide dispute and the applications are dismissed.
19 Oct 2022

EVERGLORY ENERGY LTD (IN LIQUIDATION) AND AOTHER v. SHIH-HUA INVESTMENT CO., LTD

Citation

[2022] HKCFI 3217
Court

Court of First Instance
Case number

HCA105/2021

The court held that the plaintiffs had not shown a clear case for summary judgment on the unpaid share capital claim because there were triable issues about whether the 2013 allotment obligations were discharged or converted into shareholder loans, and about the provenance and reliability of the 2015 Breakdown; accordingly the summary judgment was set aside and the defendant was granted unconditional leave to defend both the unpaid share capital and loan claims. The court further found the construction of s.170 Cap 32 to be an open question in the present factual context, requiring trial evid…
28 Jul 2022

EMPEROR UA CINEMAS LTD v. LARK CHINA CINEMA INVESTMENTS LTD

Citation

[2022] HKCFI 2316
Court

Court of First Instance
Case number

HCMP929/2022

There was a bona fide substantial dispute whether the debt was repayable on demand because the JVA contained provisions requiring mutual approval for repayments/termination of loans and mandated negotiation then arbitration; presenting a winding-up petition in those circumstances would be an abuse of process, therefore an injunction restraining presentation of the petition was justified.
28 Aug 2020

RE MINLOY LTD AND OTHERS

Citation

[2020] HKCFI 2215
Court

Court of First Instance
Case number

HCCW229/2019

Judge held that allegations of shareholder/director misconduct in section E were irrelevant to insolvency and struck them out; the petition was irregular as a single petition for three companies but, on the merits of interlocutory applications, the court declined to strike out the petition in whole and instead ordered a stay of the petition until final determination of the related unfair prejudice appeals (save for rectifying the procedural irregularity), and validated the sale of specified non-core land and use of proceeds because affirmative evidence showed the sale was beneficial to the co…
8 Jul 2020

RICH PROFIT CREATION LTD v. KO CHUNG LUN AND OTHERS

Citation

[2020] HKCFI 1459
Court

Court of First Instance
Case number

HCA1865/2017

Defence was shadowy and contradicted by contemporaneous emails and bank records; no documents supported defendants' alleged loan retrieval agreements or repayment; on plaintiff's material the defendants were enriched at plaintiff's expense and enrichment was unjust (total failure of consideration); therefore plaintiff would likely obtain substantial judgment and interim payment of the full contested sums should be ordered to the plaintiff within a fixed time.
15 Oct 2019

NEW HEALTH ELITE INTERNATIONAL LTD v. GOLD SWING ENTERPRISES LTD AND ANOTHER

Citation

[2019] HKCFI 2520
Court

Court of First Instance
Case number

HCA1720/2019

The summons was dismissed because it was taken with inordinate unexplained delay and was pointless given the same issue was already before the winding up court and the winding up petitions were imminent; granting the injunction would improperly interfere with parallel proceedings and would amount to an abuse of process, warranting dismissal and indemnity costs against the plaintiff.
26 Jul 2019

DELCO PARTICIPATION B.V. v. CHIHO - TIANDE GROUP LTD AND OTHERS

Citation

[2019] HKCFI 1853
Court

Court of First Instance
Case number

HCA2939/2016

The court allowed Delco's proposed amendments in substance but rejected specific particulars that lacked a sufficient evidential basis. References to the Dutch Tax Authority's opinions must be removed; however, Delco may plead factual findings as its own averments if supported by independent evidence. Paragraphs 6.2(1)(b) and (c) (and associated paras 6.2(3) and (4)) were struck out as lacking basis; the rest of the proposed amendments were permitted. Costs orders were made against the plaintiff in specified respects.
31 May 2018

CHAN LUEN YAN AND OTHERS v. GOLDSFINE DEVELOPMENT LTD

Citation

[2018] HKCFI 1212
Court

Court of First Instance
Case number

HCA3021/2016

The claim for repayment was properly pleaded because it alleged existence of shareholders' loans and that they were due; omission to plead absence of an agreed repayment date did not render the claim defective. The defendant could not rely on a shareholders' agreement to prevent repayment because such an agreement cannot bind the company (privity); accordingly the defendant had no defence and summary judgment was appropriate for the claimed sums with interest and costs.
4 Jul 2007

PANG OI WAH JUDY v. DRAGON CHEER INVESTMENT LTD

Citation

PANG OI WAH JUDY v. DRAGON CHEER INVESTMENT LTD
Court

Court of First Instance
Case number

HCCW276/2006

The Company failed to produce precise and believable evidence demonstrating a bona fide dispute of substance as to the existence of the debt; consequently its application to strike out the petition was dismissed and the petition was left standing.