Read the full judgment text of CACV 300/1998 on BabelCite. This Court of Appeal judgment was delivered on 25 May 1999 before Mortimer VP, Godfrey JA, Rogers JA.
Company law – minority shareholder – buyout order – winding up – valuation date – exercise of discretion – date of presentation of petition – Companies Ordinance s.182 – petitioner crystallises intention not to submit to unfair conduct – linked property holding and trading companies – 'Canadian wrongs' – manipulation and diversion of company funds – unfavourable trading with related companies in Canada (Sea Giant Companies) – at least $14 million in subsidised advances and $2 million in pure loans – post-petition diversion of rental income to Mr Leung's personal accounts – $3.5 million transferred between companies after winding-up petition without s.182 authorisation – 2nd Respondent did not give evidence – Mr Leung's evidence disbelieved – whether trial judge erred in choosing date of presentation of petition as valuation date – held no, judge's discretion properly exercised – date of petition is date when petitioner elects to treat unfair conduct as destroying basis on which he agreed to continue as a shareholder – risk of subsequent fall in value thrown on respondents – Re Cumana Limited [1986] BCLC 430 followed – appeal dismissed – indemnity costs ordered on appeal for reprehensible conduct in settling ten grounds of appeal and then reducing to one at a late stage after the respondents had prepared to meet all ten.
Legal issues: Valuation date for buyout of minority shareholder's interest
Outcome: Appeal dismissed