Lao Yuan Yi v. Beijing Hantong Yuzhi Convention Centre Ltd
Read the full judgment text of FAMV5/2016 on BabelCite. This Court of Final Appeal judgment was delivered on 23 May 2016 before Mr Justice Ribeiro PJ, Mr Justice Tang PJ and Mr Justice Chan NPJ.
Civil procedure – locus standi – trust – beneficial ownership of shares – state-owned enterprise – PRC law – concurrent findings of fact – leave to appeal – Court of Final Appeal – The action concerned the beneficial ownership of a share in Praiseup Ltd held by the defendant on trust for VTI Shanghai, a state-owned enterprise. The plaintiff purchased VTI China's investments, including its investment in VTI Shanghai. The defendant challenged the plaintiff's locus standi, which was tried as a preliminary issue. To J, relying on expert evidence on PRC law, held that the plaintiff had locus standi. The Court of Appeal affirmed. The defendant applied for leave to appeal to the Court of Final Appeal. The Appeal Committee dismissed the application, noting concurrent findings of fact and no exceptional grounds for leave.
Legal issues: Locus standi to sue for return of trust share
Outcome: Application for leave to appeal dismissed.
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FAMV No 5 of 2016 IN THE COURT OF FINAL APPEAL OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION MISCELLANEOUS PROCEEDINGS NO 5 OF 2016 (CIVIL) (ON APPLICATION FOR LEAVE TO APPEAL FROM CACV 163 OF 2014) _______________________ BETWEEN
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________________________ REASONS FOR DETERMINATION ________________________ Mr Justice Tang PJ: 1.At the hearing we dismissed the defendant’s application for leave to appeal. These are our reasons. 2.This action concerns the beneficial ownership of one of two issued shares in Praiseup Ltd, a Hong Kong company, registered in the name of the defendant. The plaintiff’s case is that the defendant holds the share in trust for China Venture Tech International Investment Corporation Shanghai (“VTI Shanghai”), a wholly owned subsidiary of China Venture Tech Investment Corp (“VTI China”). Both VTI China and VTI Shanghai were state-owned non-financial enterprises. 3.In June 1998, the People’s Bank ordered that VTI China be closed down and that its investments in and loans to its subsidiaries be disposed of by the winding-up committee. The facts have been comprehensively stated in the judgment of To J and will not be repeated here. Suffice it to say that in October 2007, the plaintiff purchased VTI China’s investments, including its investment in VTI Shanghai. 4.The defendant challenged the locus standi of the plaintiff to bring this action and the question was ordered to be tried as a preliminary issue. 5.It is accepted that whether the plaintiff has locus standi depends on PRC law and regulations which is a question of fact. At the hearing of the preliminary issue, To J had the benefit of expert evidence from Mr Sun Jianming for the plaintiff and Mr Pu Hong for the defendant whose expert reports ran to 75 pages (without enclosures). To J concluded:
6.On appeal, this finding was affirmed by the Court of Appeal after a detailed consideration of the expert evidence. 7.Mr Bernard Man, who appeared for the defendant, accepted that there were thus concurrent findings of fact against the defendant. Despite his valiant effort, we were not satisfied that this is one of those exceptional cases where we should give leave on the “or otherwise” ground and allow a further appeal.
Mr Bernard Man SC and Mr James Man, instructed by T H Koo & Associates, for the defendant/applicant Mr Nelson Miu and Ms Ann Lui, instructed by P H Chin & Company, for the plaintiff/respondent |