Hong Kong Case Law: Decisions & Judgments

Topic

Shareholders agreement

Legal area

Court

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.
2 Aug 2023

CHAN KAI YAN AND ANOTHER v. LEUNG CHI KIT AND OTHERS

Citation

[2023] HKCFI 2015
Court

Court of First Instance
Case number

HCA2498/2014

The court granted leave to file and serve Wong's witness statement and the annexed documents because the statement is clearly relevant, the plaintiffs had prior notice and there was minimal prejudice, the lateness was explainable and manageable, and admission of the material would not jeopardise the PTR or trial; case management discretion favoured allowing the evidence with directions.
30 Nov 2022

MELVIN WAXMAN AND ANOTHER v. LI FEI YU AND ANOTHER

Citation

[2022] HKCFI 3579
Court

Court of First Instance
Case number

HCA1972/2012

Plaintiffs failed to prove the alleged 5 August 2002 shareholders' agreement: the court found plaintiffs' witnesses not credible and defendants' witnesses reliable; contemporaneous documents and fund‑flow evidence contradicted the plaintiffs' account; therefore no contractual or trust entitlement arose and the plaintiffs' claim is dismissed.
13 Nov 2020

LAM LAI HUNG AND ANOTHER v. WANG CHIEN WEI

Citation

[2020] HKDC 1034
Court

District Court
Case number

DCCJ4751/2019

The defendant failed to produce credible evidence of an arguable defence; the oral agreement was a late, unsupported assertion inconsistent with the SPA and contemporaneous WeChat messages and therefore incapable of being believed; accordingly summary judgment on liability was appropriate.
1 Jun 2020

SKYHIGH INVESTMENT LTD v. YU JUN AND OTHERS

Citation

[2020] HKCFI 913
Court

Court of First Instance
Case number

HCCT29/2019

On the evidence as a whole the Court was satisfied there was a good arguable case that the Daughter was a party to and had signed the contractual documents and that there was a real risk of dissipation (by the Daughter or by her father Yu exercising control over assets in her name); accordingly interlocutory freezing and disclosure relief in terms of the HCA summons was justified and granted, and costs allocated against the Daughter for the period after 8 October 2019.
1 Jun 2020

YU MENGYING v. SKYHIGH INVESTMENT LTD

Citation

[2020] HKCFI 913
Court

Court of First Instance
Case number

HCA1434/2019

On the evidence viewed as a whole at the interlocutory stage the Court was satisfied Skyhigh had a good arguable case that Yu Mengying was a party/signatory to the Contractual Documents and there existed a real risk of dissipation of assets (including assets in her name controlled by her father); accordingly injunctive relief was justified and granted under the HCA summons; costs allocated against the Daughter for costs incurred after 8 October 2019 to the hearing with certificate for two counsel and remainder in the cause.
23 Jan 2019

MOK HUNG FAI v. KU MING YAN

Citation

[2019] HKCFI 134
Court

Court of First Instance
Case number

HCA1912/2017

The court concluded that despite unsatisfactory aspects of the defendant's evidence and inconsistencies, there remained a fairly arguable point and genuine triable issues as to the nature of the transaction and the relation of the Shareholders Agreement to the funds; accordingly summary judgment was inappropriate and leave to defend was granted.
16 Jul 2018

HUNG WAN HOI GILBERT AND OTHERS v. LEE MAN BIU AND OTHERS

Citation

[2018] HKCFI 1658
Court

Court of First Instance
Case number

HCCW372/2014

The court found the Petitioners had conducted the Company's affairs in a manner unfairly prejudicial to the Respondents by obstructing access to books and records, excluding legitimately appointed directors under the shareholders agreement, and diverting potential corporate opportunities; the Petitioners' petition for winding up was dismissed but the Respondents' petition was granted in part by ordering a buy‑out of the Respondents' shares (against the primary wrongdoer, Lee Man Biu) at fair value as at 30 June 2012, without minority discount, with unpaid capital notionally treated as paid an…
20 Apr 2016

MELVIN WAXMAN AND ANOTHER v. LI FEI YU AND ANOTHER

Citation

MELVIN WAXMAN AND ANOTHER v. LI FEI YU AND ANOTHER
Court

Court of Appeal
Case number

CACV157/2014

The Court of Appeal affirmed the judge's discretionary Stage I finding that Hong Kong is not shown to be an inappropriate forum and that Xiamen is not clearly or distinctly more appropriate: the dispute is primarily a factual contest about the existence and terms of an alleged shareholders agreement covering companies in multiple jurisdictions, Article 266 was not clearly engaged, and plaintiffs' right to sue a Hong Kong company in Hong Kong and available enforcement remedies against a Hong Kong company weighed decisively against a stay; accordingly the refusal to stay was not plainly wrong a…
19 Jul 2013

MELVIN WAXMAN AND ANOTHER v. LI FEI YU AND ANOTHER

Citation

MELVIN WAXMAN AND ANOTHER v. LI FEI YU AND ANOTHER
Court

Court of First Instance
Case number

HCA1972/2012

The 2nd Defendant failed to discharge the evidential burden under the Spiliada test to show Xiamen is clearly or distinctly more appropriate; the Shareholders Agreement has the closest and most real connection with Hong Kong law (which recognises beneficial ownership), and therefore the application to stay the Hong Kong proceedings in favour of Xiamen is dismissed.