Disclaimer: These articles do not constitute legal advice and seek to set out the general principles of the law. Detailed advice should therefore be sought from a legal professional relating to the individual merits and facts of a particular case. The photographs included in this document are for decorative purposes only and should not be taken as a depiction of any matter related to the cases summarised. The views and opinions expressed in these articles are solely those of the members authoring them and do not necessarily reflect the official policy or position of Denis Chang’s Chambers, or of any other member or members of Denis Chang’s Chambers.
Insights
This edition of DCC Commercial Digest features a selection of significant judgments released in May 2025. Curated by James Wood and Justin W.T. Lam. This issue highlights four noteworthy cases, each accompanied by a concise summary. Our aim is to provide valuable insights into recent legal developments and enhance understanding of critical issues in commercial law.
Summary of Cases
Case 1: Unlawful means conspiracy & breach of fiduciary duties
China Shanshui Cement Group Ltd & Ors v Zhang Caikui & Ors [2025] HKCFI 1868
Date of Decision: 12 May 2025
Coram: Coleman J
The plaintiff, China Shanshui Cement Group Limited, commenced proceedings against certain former directors and two significant shareholders alleging unlawful means conspiracy and breaches of fiduciary duties. The Court held that the pleadings were deficient in specificity and lacked sufficient evidence of any agreement or intent to cause harm, resulting in the failure of the conspiracy claim due to the absence of demonstrable damage. Furthermore, the Court found no credible evidence to support allegations that the shareholder-affiliated directors breached their fiduciary duties, acted dishonestly, or failed to act in the best interests of the company. The judgment also expressed strong criticism of the precipitous initiation of the proceedings and questioned the impartiality of the court-appointed receivers involved.
Case 2: Registration and Enforcement of Mainland Judgments in Hong Kong pursuant to the Mainland Judgments (Reciprocal Enforcement) Ordinance (Cap 597) (“MJREO”)
Huzhou Shenghua Financial Services Company Ltd v Hang Pin Living Technology Company Ltd[2025] HKCA 434
Date of Decision: 12 May 2025
Coram: Hon Chu VP, Cheung and G Lam JJA
The case addressed whether a Mainland China court judgment could be registered and enforced in Hong Kong under the Mainland Judgments (Reciprocal Enforcement) Ordinance (Cap. 597). The Court of Appeal held the judgment was neither a clear money judgment nor final and conclusive, as the Defendant’s liability was uncertain and the judgment was subject to appeal. Therefore, it was not registrable or enforceable in Hong Kong. The Court also noted the newer enforcement regime under Cap. 645, effective from January 2024, provides a more comprehensive framework for reciprocal enforcement.
Case 3: Defining an order for payment of a sum of money under the Mainland Judgments (Reciprocal Enforcement) Ordinance (Cap 597)
China Minsheng Trust Co., Ltd v Fu Kwan [2025] HKCA 462
Date of Judgment: 21 May 2025
Coram: Chu VP, Au and G Lam JJA
The Court of Appeal held that certain enforcement rulings obtained by China Minsheng Trust Co., Ltd against Mr. Fu Kwan did not constitute judgments ordering the payment of a sum of money under the Mainland Judgments (Reciprocal Enforcement) Ordinance (Cap 597). These rulings were administrative steps in the enforcement process, merely reflecting the state of indebtedness without imposing coercive or executory orders. The Court dismissed Minsheng’s appeals, affirming that the rulings did not meet the MJREO’s requirements for registration and enforcement in Hong Kong.
Case 4: Non-joinder of an equitable assignee in proceedings concerning the subject of assignment
Jadespring Ltd v Rise Top Asset Management Ltd and Another [2025] HKCFI 2310
Date of Judgment: 30 May 2025
Coram: Tam J
In this case, Tam J held that the non-joinder of the equitable assignee (Dah Sing Bank) did not render the proceedings invalid. The Plaintiff, as registered landlord, sued for rent arrears against the tenant and guarantor, despite a rental assignment transferring rights to the Bank. The Court found the Plaintiff had locus standi to sue under a clause permitting it to act on behalf of the Bank and rejected the need for the Bank’s prior consent. The Defendants’ argument for mandatory joinder of the Bank was dismissed, with the Court noting the Plaintiff could amend pleadings to clarify its representative capacity. The Court also observed that these issues lack authoritative local precedent and may warrant further consideration in future cases.