Hong Kong Case Law: Decisions & Judgments

Topic

Transfer of business

Legal area

Court

21 Feb 2024

H&M HENNES & MAURITZ GBC AB v. ROADGET BUSINESS PTE LTD AND OTHERS

Citation

[2024] HKCFI 545
Court

Court of First Instance
Case number

HCIP45/2022

Section 3(1) of the TBPCO covers debts and obligations accrued before the transfer including liabilities in respect of pending claims whose quantum is unascertained; where a related action was instituted before transfer and no effective notice under the Ordinance was given, the transferee becomes liable for monetary liabilities arising from that action; however injunctive relief is a personal discretionary remedy and does not automatically bind a transferee; only a proven transferee is liable under s3(1).
26 Apr 2022

GLOBAL ALLIANCE LOGISTICS (HK) LTD v. PREMIERE LOGISTICS (HK) LTD AND ANOTHER

Citation

[2022] HKDC 289
Court

District Court
Case number

DCCJ2104/2019

On the balance of probabilities the Old Company transferred its business to the New Company by virtue of near identical name/logo, shared premises, same director and sole shareholder, same company secretary, overlapping personnel and customers, identical documents and timing of incorporation shortly after the plaintiff's summary judgment application; the transfer occurred as a continuous process within s 9 limitation period, making the New Company liable under s 3 of the Ordinance; contemporaneous evidence and admissions showed the New Company was incorporated and used to evade the Old Compan…
28 Sept 2016

KAUR PARAMJIT v. LI ON NA t/a 新長發快餐 AND ANOTHER

Citation

KAUR PARAMJIT v. LI ON NA t/a 新長發快餐 AND ANOTHER
Court

District Court
Case number

DCEC1479/2012

The court found that the defendants adduced credible evidence of a valid transfer of the business and demonstrated a real prospect of success on the defence that the applicant was not the employer at the time of the accident; coupled with reasonable explanations for default and delay, the merits and balancing of factors justified setting aside the default judgments.
2 Oct 2015

YIU KA FUNG VINCENT t/a CONFIDENCE SERVICES CENTRE v. INFO VANTAGE LTD AND ANOTHER

Citation

YIU KA FUNG VINCENT t/a CONFIDENCE SERVICES CENTRE v. INFO VANTAGE LTD AND ANOTHER
Court

Court of Appeal
Case number

CACV96/2014

The Court held that the 2nd defendant could not properly contend it was not a transferee under the Ordinance because the set off of $430,000 in favour of the 2nd defendant created detriment and preference to other creditors; the application to set aside the Court's judgment prior to sealing was dismissed because no exceptional circumstances existed and re-argument was impermissible; the costs order nisi was made absolute with the 2nd defendant ordered to pay the plaintiff's costs of the set-aside application on a party-and-party basis.
23 May 2012

LAU MUNG LAM v. ICHI STAR LTD formerly known as CARS\' MATE LTD AND ANOTHER

Citation

LAU MUNG LAM v. ICHI STAR LTD formerly known as CARS\' MATE LTD AND ANOTHER
Court

District Court
Case number

DCCJ3238/2009

On the facts the cumulative presence of indicia (same premises, fixtures, customer files, partial staff re-employment, servicing of same customers and continuation of business) established a transfer of the business from the 1st defendant to the 2nd defendant under the Ordinance; the plaintiff did not validly accept a substitute contract on 13 April 2009, therefore the 2nd defendant is liable as transferee under s3 and plaintiff is entitled to damages equal to the unused value of the prepaid packages (HK$278,969), interest and costs as ordered.
28 Apr 2011

RE CMB INTERNATIONAL CAPITAL CORPORATION LTD

Citation

RE CMB INTERNATIONAL CAPITAL CORPORATION LTD
Court

Court of First Instance
Case number

HCMP355/2011

The court declared the listed sums to be held by the applicant as trustee for the seven clients, found the notification steps sufficient under Order 92 and s62, and therefore granted leave to pay the unclaimed client moneys into court and treated Order 92, rule 4 as complied with upon the ordered notifications.
23 Jun 2010

POK WAI CO LTD v. CAMBRIDGE NURSING HOME (SAI WAN HO) LTD

Citation

POK WAI CO LTD v. CAMBRIDGE NURSING HOME (SAI WAN HO) LTD
Court

District Court
Case number

DCCJ96/2008

Court held Defendant failed to prove misrepresentation or reliance and failed to establish any implied contractual obligation beyond delivery of personal documents; Plaintiff had performed its contractual obligations as interpreted (count of elders fixed at date of move) and was entitled to the agreed Transfer Fee for 47 elders and reimbursement adjustments, resulting in judgment for Plaintiff in the sum of $920,393, with interest and costs.
2 Sept 2009

YEE FAT DEVELOPMENT LTD v. WINLINE KNITTING FACTORY LTD

Citation

YEE FAT DEVELOPMENT LTD v. WINLINE KNITTING FACTORY LTD
Court

District Court
Case number

DCCJ447/2007

On the facts there was credible testimony that Yee Fat Development would likely be unable to satisfy an adverse costs order (ceased business, no assets in company name, no other income), Winline's defences and set-off allegations were not frivolous and raised triable issues, and Winline's delay was not so prejudicial as to defeat the application; accordingly security for costs in the sum of HK$250,000 was ordered and proceedings stayed until payment.
31 Mar 2009

SEIBU MAX LTD v. SHINWA MAX LTD

Citation

SEIBU MAX LTD v. SHINWA MAX LTD
Court

District Court
Case number

DCCJ5640/2007

The court accepted PW1's credible evidence that the Defendant requested the Plaintiff to pay the Defendant's suppliers and that the Plaintiff did so, supported by an audited financial statement recording the debt and the absence of direct contrary evidence from the Defendant; therefore the Plaintiff proved entitlement to reimbursement and interest.
12 Jun 2006

LAW SHU FAT AND OTHERS v. NG KWONG YUI t/a NG YIU KEE TRANSPORTATION CO

Citation

LAW SHU FAT AND OTHERS v. NG KWONG YUI t/a NG YIU KEE TRANSPORTATION CO
Court

Court of Appeal
Case number

CACV187/2005

Paragraph 5 of the First Schedule merely counts pre- and post-transfer periods for the statutory concept of a continuous contract and does not by itself impose on a transferee general liability for a transferor's unpaid statutory holidays or annual leave; applying the statutory scheme (notably s.40 and s.41AA(8)), the Defendant is not liable for the father's failure to grant those benefits and the CFI judgment imposing such liability was set aside; appeal allowed.