Date of Decision: 3 April 2025

Coram: Deputy Judge Lam

This recent case illustrates the Court’s rigorous approach in consideration applications by members for inspection of company documents under section 740 of the Companies Ordinance (Cap. 622). The Court ordered production of company documents relevant to ascertaining the applicant shareholders’ entitlement to dividends under the dividend policy, where the company failed to prepare audited financial statements. On the other hand, the Court rejected the applicants’ application for production of the subsidiaries’ documents on the ground that the applicant had failed to prove that the company had possession or were entitled to possession of those documents.

Date of Decision: 11 April 2025

Coram: Deputy Judge Li

The High Court rejected an application for remote hearing of a key factual witness who claimed to be a “fugitive of justice” and reaffirmed the importance of a witness giving live evidence under the solemn atmosphere of a court room. With the recent enactment of the Courts (Remote Hearing) Ordinance (Cap. 654), the case provides a timely reminder of the need to properly gauge considerations of the balance of justice against technology initiatives aimed at enhancing the efficiency of court operations.

Date of Judgment: 17 April 2025

Coram: Hon Kwan Ag CJHC, Au and G Lam JJA

Where a contract is tainted by foreign illegality and subsequently found to be unenforceable, does the same foreign illegality automatically preclude a claim in restitution? This issue was dealt with for the first time in this judgment by the Court of Appeal, which held that while such foreign illegality may potentially afford a defence to a claim in restitution, in a given case, the court’s refusal to enforce a contract due to such foreign illegality does not necessarily indicate a preclusion of a claim of restitution.

Date of Judgment: 17 April 2025

Coram: Hon Linda Chan J

The Decision settles the question of whether a non-creditor / contributory, such as a person holding mere economic interest in an instrument (without legal title), is eligible for membership in the Committee of Inspection (“COI”) where a regulating order is made against the relevant company. After scrutinising the relevant provisions when the regulating order regime was first enacted, the Court held that the COI shall only consist of creditors and contributories, and the phrase “any qualified persons” was not intended to displace the requirement. The Court further went on to enunciate a definition of “creditors” under Section 206(5) of Companies (Winding-up and Miscellaneous Provisions) Ordinance (Cap.32), which includes only individuals with legal rights in debts which are not subject to contingency.

Date of Judgment: 22 April 2025

Coram: DHCJ Le Pichon

In this Decision, the Court dismissed the Respondents’ application to strike out an unfair prejudice petition. Inter alia, the Court rejected the proposition that financial loss is an indispensable ingredient for establishing unfair prejudice, and reiterated that whether or not there has been unfair prejudice is a highly fact sensitive matter. The Decision also touched upon other relevant principles, including the test for striking out a buyout order relief and whether breaches of duty can support both a derivative action and an unfair prejudice petition.

Date of Judgment: 28 April 2025

Coram: Hon Au-Yeung J

In this case, the Court declined the Judgment Creditors’ applications for garnishee orders absolute to be made and the consequent variation of Mareva injunction orders (obtained by another interested party) for the release of funds. It was held that reasonable suspicions as to the bona fides of the underlying debt were made out, and directions were made for the challenging party to set out its case.