Hong Kong Case Law: Decisions & Judgments

Topic

Transferee liability

Legal area

Court

19 Feb 2009

OTC INTERNATIONAL AG v. PERFECT RECOVERY LTD AND ANOTHER

Citation

OTC INTERNATIONAL AG v. PERFECT RECOVERY LTD AND ANOTHER
Court

Court of First Instance
Case number

HCCL11/2007

The court applied a rectifying construction: a transferee's liability under s3(1) is extinguished one month after the date of last publication when a notice of transfer under s4(3) becomes complete unless proceedings were instituted against the transferee before the notice became complete; section 9 remains a separate one year procedural limitation and does not revive liabilities already extinguished by a complete notice.
7 Sept 2004

FLYNT INTERNATIONAL FORWARDERS LTD v. CMC INTERNATIONAL (CHINA) LTD

Citation

FLYNT INTERNATIONAL FORWARDERS LTD v. CMC INTERNATIONAL (CHINA) LTD
Court

District Court
Case number

DCCJ842/2003

On the balance of probabilities the Defendant was found to have taken over all or part of the Debtor's business because of the cumulative weight of factors: same type of business, continuity and overlap of key personnel and customers (including major overseas agent), use of the Debtor's former business address and initial contact details, similarity and derivation of names from the same Italian agent, and effective control by the same directors during the material period; no statutory notice under s4(1) was given, therefore Defendant is liable under s3(1) for the Debtor's debt of HK$214,509.6…
19 Apr 2002

BNP PARIBAS v. G.C. LUCKMATE TRADING LTD.

Citation

BNP PARIBAS v. G.C. LUCKMATE TRADING LTD.
Court

Court of First Instance
Case number

HCA12359/1999

On the balance of probabilities the court found that APT's fishmeal trading business was transferred to G.C. Luckmate Trading Limited on or about 1 October 1998 because the cumulative evidence (common activity, shared directors, name usage, letters, staff and transactions, contemporaneous representations to BNP) established a de facto transfer; section 8 did not limit liability because the defendant paid nothing and s.8 is intended to protect transferees who paid consideration in good faith, therefore defendant was liable to pay US$999,162.69 plus interest.
9 Jul 1996

ALLSON CLASSIC HOTEL (HK) LTD v. HARVEST STAR INTERNATIONAL LTD

Citation

ALLSON CLASSIC HOTEL (HK) LTD v. HARVEST STAR INTERNATIONAL LTD
Court

Court of Appeal
Case number

CACV6/1996

It was arguable that s.4(5)(a)'s phrase 'for the purposes of such proceedings only' is ambiguous and, read purposively to avoid absurdity, can be construed to deem a notice incomplete for the purposes of enforcing against the transferee the debts and obligations alleged in proceedings brought against the transferor; accordingly the amended claim disclosed a reasonable cause of action and joinder of the assignor as co-plaintiff was within the court's discretion; appeals dismissed and matters remitted to trial where necessary factual issues (including validity and timing of transfer) will be de…

Hong Kong Case Law

OTC INTERNATIONAL AG v. PERFECT RECOVERY LTD AND ANOTHER

FLYNT INTERNATIONAL FORWARDERS LTD v. CMC INTERNATIONAL (CHINA) LTD

BNP PARIBAS v. G.C. LUCKMATE TRADING LTD.

ALLSON CLASSIC HOTEL (HK) LTD v. HARVEST STAR INTERNATIONAL LTD