Hong Kong Case Law: Decisions & Judgments

Topic

Unfair prejudice (s168a)

Legal area

Court

3 Nov 2021

DENNIS KWOK HON MING v. POON SUI CHEONG ALBERT AND OTHERS

Citation

[2021] HKCA 1629
Court

Court of Appeal
Case number

CACV9/2017

The Notice of Motion for leave to appeal to the Court of Final Appeal was dismissed because the proposed grounds were fact‑sensitive, raised no question of law of great and general public importance and had no reasonable prospect of success; the Court held there is an implied term permitting shareholders to remove a manager for cause and that the petitioner’s misconduct (including transfer of over HK$1.2m) justified removal; no unfair prejudice was found so no buy‑out remedy arose; Clause 6(2) of the Shareholders' Agreement is a precondition requiring shareholder approval before the remaining…
6 Apr 2017

DENNIS KWOK HON MING v. POON SUI CHEONG ALBERT AND OTHERS

Citation

DENNIS KWOK HON MING v. POON SUI CHEONG ALBERT AND OTHERS
Court

Court of First Instance
Case number

HCMP1528/2013

Determinations finalizing the Main Judgment that go to the substance of the unfair prejudice remedy are to be treated as part of the final judgment (no leave required). Directions solely concerning the future valuation process (identity of valuers and costs allocation) are interlocutory and in principle require leave. Leave to appeal in respect of the relevant parts of the March Decision was refused on the merits. The summons for leave and for a stay of execution was dismissed and execution of the buy-out order will not be stayed; costs awarded to the petitioner.
23 Mar 2015

YUNG HUNG CHUN LAWRENCE v. YUNG WAI YU PATRICIA AND ANOTHER

Citation

YUNG HUNG CHUN LAWRENCE v. YUNG WAI YU PATRICIA AND ANOTHER
Court

Court of First Instance
Case number

HCCW464/2012

The court struck out the petitions against the two foreign companies (CY Macao and CY Mauritius) for failing to plead and/or demonstrate the s327 jurisdictional criteria and for lacking a real connection with Hong Kong; the court struck out the winding-up prayers in respect of the five Hong Kong companies because on the evidence there was no realistic prospect of a winding-up order (solvent companies, viable buy-out alternative and ability of majority shareholders to procure a buy-out); the amendment to substitute buy-out relief for director reinstatement was permitted but costs consequences…
23 Mar 2015

YUNG YUI KWAI v. YUNG WOON KWAI AND OTHERS

Citation

YUNG YUI KWAI v. YUNG WOON KWAI AND OTHERS
Court

Court of First Instance
Case number

HCCW465/2012

The petitions to wind up CY Mauritius and CY Macao are struck out for failing to plead and substantiate the s327 criteria and for lacking sufficient connection with Hong Kong; the winding-up prayers in the five Hong Kong company petitions have no realistic prospect of success because the companies are solvent and a buy-out order is the appropriate and practicable remedy (respondents likely able to raise funds and petitioners not at real risk of an unenforceable judgment); the amendment to substitute buy-out relief for reinstatement is allowed but costs up to the date of the order are awarded…
23 Mar 2015

YUNG YUI KWAI v. YUNG WOON KWAI AND OTHERS

Citation

YUNG YUI KWAI v. YUNG WOON KWAI AND OTHERS
Court

Court of First Instance
Case number

HCCW468/2012

The court struck out the winding-up petitions against the foreign companies (CY Macao and CY Mauritius) for failure to plead or demonstrate a sufficient connection with Hong Kong to justify exercising s327 jurisdiction and, on the evidence, there was no reasonable prospect of establishing such a connection; the court also struck out the winding-up prayers in the five Hong Kong company petitions because the companies were solvent, respondents could and would be expected to procure a buy-out and there was no realistic prospect of a winding-up order; leave to amend unfair prejudice petitions to…
23 Mar 2015

YUNG YUI KWAI v. YUNG WOON KWAI AND OTHERS

Citation

YUNG YUI KWAI v. YUNG WOON KWAI AND OTHERS
Court

Court of First Instance
Case number

HCCW466/2012

The Court struck out the winding-up petitions against the foreign companies (CY Macao and CY Mauritius) because the petitions failed to plead and could not reasonably establish the requisite substantial connection with Hong Kong under s327; the Court also struck out the winding-up prayers in the Hong Kong petitions because, on the evidence, there was no realistic prospect of a winding-up order (companies solvent and buy-out practicable); the amendment summons substituting buy-out relief for director reinstatement was granted but costs up to the date of the order were awarded to the respondent…
22 Dec 2014

CHU CHUNG MING AND ANOTHER v. LAM WAI DAN AND OTHERS

Citation

CHU CHUNG MING AND ANOTHER v. LAM WAI DAN AND OTHERS
Court

Court of First Instance
Case number

HCCW377/2011

The court found that denial of access to company documents and the continued maintenance of a nominal licence rent benefiting a company wholly owned by the respondents after March 2011 amounted to conduct both unfair and prejudicial to the petitioners as members; other complaints (assault, bank mandate, and alleged excessive cost of works) did not establish unfairness. The appropriate remedy was an order under s168A for the respondents to purchase the petitioners' shares at a fair market price.
10 Dec 2014

LUCK CONTINENT LTD v. CHENG CHEE TOCK THEODORE AND OTHERS

Citation

LUCK CONTINENT LTD v. CHENG CHEE TOCK THEODORE AND OTHERS
Court

Court of Final Appeal
Case number

FACV4/2014

The appeal was dismissed as academic and the Court declined to decide the merits because the appellants had disposed of their substantive shareholding and therefore lacked a practical interest; the appellants and their solicitors' failure to disclose that change to the courts was a serious breach warranting an order that the appellants pay the respondent's costs on an indemnity basis.
8 Dec 2014

ANTENNA INVESTMENT LTD v. ASIA TELEVISION LTD AND OTHERS

Citation

ANTENNA INVESTMENT LTD v. ASIA TELEVISION LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP2840/2012

On the balance of probabilities the judge found that Wong Ching was the real person in de facto control of ATV through arrangements with BK Wong and the Wong aligned directors, that those arrangements and conduct were designed to circumvent statutory residency/control requirements and misled the Communications Authority, and that this conduct was unfairly prejudicial to Antenna; accordingly extraordinary structural relief (appointment of managers and ordering sale of Panfair shares) was justified to remedy and prevent recurrence, and indemnity for the HK$1,000,000 regulatory fine was to be or…
12 Jul 2013

SHENG DA INVESTMENT HOLDING (HONG KONG) LTD v. WAN QING HUA AND OTHERS

Citation

SHENG DA INVESTMENT HOLDING (HONG KONG) LTD v. WAN QING HUA AND OTHERS<br>
Court

Court of First Instance
Case number

HCMP838/2012

The court declined to grant the declaratory relief because it would be improper to decide validity of the resolution without examining disputed facts and issues concerning alleged breaches of the shareholders agreement and allegations of unfair prejudice; the exercise of the court's discretion required adjournment of the originating summons pending resolution of related disputes and proceedings.