Ming Yang Capital Ltd v. China Vered Asset Management (Hong Kong) Ltd and Another
Read the full judgment text of HCA 1803/2023 on BabelCite. This High Court CFI judgment was delivered on 28 May 2024.
1. This is the substantive hearing of the application by the Plaintiff (“ P ”) for an interlocutory injunction against the 1 st Defendant (“ D1 ”) as sought under §1 of the Summons dated 7 November 2023 (“ Summons ”).
Cited by 3 cases · Cites 8 cases
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HCA 1803/2023 [2024] HKCFI 1444 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE HIGH COURT ACTION NO 1803 OF 2023 ____________________
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_____________ DECISION _____________ A. INTRODUCTION 1.This is the substantive hearing of the application by the Plaintiff (“P”) for an interlocutory injunction against the 1st Defendant (“D1”) as sought under §1 of the Summons dated 7 November 2023 (“Summons”). B. FACTUAL BACKGROUND B1. The Parties and the Subject Fund 2.P (formerly known as Venture Partners Asset Management Limited) is a company incorporated under the laws of Hong Kong. P is licensed by the Securities and Futures Commission to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities. 3.D1 is a company incorporated under the laws of Hong Kong and a fully owned subsidiary of China Vered Financial Holding Corporation Limited (“CVFH”), a company listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 245) and the holding company of the China Vered Group (“China Vered Group”). 4.The 2nd Defendant (“D2”) is a segregated portfolio limited company incorporated under the laws of the Cayman Islands. 5.D2 holds a number of segregated portfolios, including the CVAM Greater China Selected Fixed Income SP (“Subject Fund”). The present dispute arises out of the management of the Subject Fund. 6.The Subject Fund was established on 8 August 2019. It is a “professional investors-only” fund, and no person may offer or sell any participating shares in the Subject Fund other than to professional investors as defined under the Securities and Futures Ordinance (Cap 571). B2. Subscription to the Subject Fund 7.Investors would subscribe to the Subject Fund by obtaining certain issued Class A shares in D2. 8.On 15 August 2019, CVFH subscribed for 38,000 Class A Series 1 shares by cash payment of US$38,190,000 (of which US$190,000 was the subscription fee). 9.On 7 December 2020, the following three new investors (“New Investors”) subscribed for Class A shares with payment in kind, namely with shares in Wealthink AI-Innovation Capital Ltd (1140.HK) (“1140.HK”):
10.Liu is the sole director and shareholder of AI International and Chunda. Liu is also the sole executive director, the authorised representative and a substantial shareholder of 1140.HK. B3. The Co-Management Agreement 11.On 7 December 2020 (ie the day when the New Investors subscribed to the Subject Fund), D2 entered into a Co-Management Agreement (“Co-Management Agreement”) with D1 (as “Investment Manager”) and P (as “Co-Manager”). The Co-Management Agreement was later amended and supplemented by a Deed of Amendment to the Co-Management Agreement dated 18 August 2021. 12.Pursuant to Clause 3 of the Co-Management Agreement, D1 and P are appointed by D2 to manage and invest the Subject Fund. Clause 4.1 further provides that D1 and P will jointly manage and invest the assets of the Subject Fund on a discretionary basis. 13.Clause 4.7 provides that:
14.Clause 5.1 of the Co-Management Agreement concerns the composition of the Investment Committee (“IC”). It provides, amongst other things, that the IC shall comprise 4 members and that each of D1 and P is entitled to nominate and appoint two members to the IC and to replace any member it has appointed or fill the vacancy upon the resignation of any such member. 15.Clause 5.2 concerns duties and powers of the IC. It reads as follows:
16.Clause 6.2 provides that subject to the approval of the IC, D1 and/or P may engage (a) brokers or dealers for the account of the Subject Fund and (b) third parties to advise in relation to the performance by it of any of the services to be provided under the Co-Management Agreement. B4. The redemption process 17.The rights and obligations of the investors in the Subject Fund are governed by, for present purposes, the Private Offering Memorandum dated August 2021 (“POM”) and the Supplement dated May 2023 (“Supplement”). 18.The POM provides, amongst other things, that “[s]ubject to any restrictions applicable to redemption of Participating Shares of any Class as may be set forth in the relevant Supplement, Participating Shares of each Class may be redeemed at the option of the Shareholder on any Redemption Day as described in the Supplement relating to that Class”. 19.As set out in the Supplement, an investor of the Subject Fund is subject to a lock-up period of 3 years (which may be extended by the IC for two consecutive one-year periods, or such other period of time as the IC may determine) from the time of subscription, during which they cannot redeem their participating shares (“Lock-Up Period”). Upon the expiry of the Lock-Up Period, an investor may redeem its shares on the first business day of each calendar month (“Redemption Day”). 20.In the absence of any extension of the Lock-Up Period, the earliest Redemption Day for CVFH and the New Investors would be 1 September 2022 and 2 January 2024 respectively. 21.The Supplement also provides that an investor wishing to redeem its shares in the Subject Fund should send a completed “Redemption Request” to the “Administrator”. Unless the IC determines otherwise, in respect of any class of participating shares, if Redemption Requests are received in respect of any Redemption Day which, if satisfied in full, would result in the redemption of the participating shares representing in aggregate more than 10% (or such higher percentage as the IC determines) of the Net Asset Value (“NAV”) of such class (“Redemption Threshold”), the IC has the discretion to determine whether redemption proceeds will be distributed to shareholders, subject to market condition. 22.Each of the New Investors also entered into a side letter with P, D1 and D2 (“Side Letters”) in which it is stated in §2 that P and D1, acting through the IC, shall have the discretion as to whether to accept any Redemption Request received from the New Investors. B5. Redemption Requests made by CVFH 23.Since around September 2021, the Subject Fund began to suffer losses. The Subject Fund’s performance continuously worsened from then to January 2023. 24.In the period from January to November 2023, CVFH made a total of eight Redemption Requests, the details of which are as follows:
25.Approval of the IC (“IC Approval”) was not sought by D1 in respect of CVFH’s Redemption Requests. 26.On 10 March 2023, D1 requested P by email to sign a remittance form for the first of CVFH’s Redemption Requests. According to P, it was concerned with the request as it could cause the Subject Fund to suffer from insufficient asset liquidity. 27.On 23 March 2023, P proposed effecting this first Redemption Request after the sale of certain securities held by the Subject Fund, and requested that a meeting of the IC be convened to consider (a) fulfilling the request with a combination of cash and assets, and (b)re-assessing the valuation of the NAV of the Subject Fund as of 31 January 2023. 28.On 24 March 2023, P’s 2 representatives on the IC voted in favour of P’s aforesaid proposals, whereas D1’s 2 representatives on the IC voted against them. 29.The parties continued to exchange email correspondence on the propriety of CVFH’s Redemption Requests in March and April 2023. 30.On 3 May 2023, D1 requested D2 to change the account signatories of the bank account used by the Subject Fund (“Account”) with the China Minsheng Banking Corp. Ltd (“Bank”). D2’s directors passed a resolution on the same day approving D1’s request. 31.The signatories of the Account were changed by the Bank on 3 August 2023, following which P’s appointees were no longer authorised signatories of the Account. 32.On 8 August 2023, without P’s knowledge or consent, a total of US$11,046,559 was withdrawn from the Account in fulfilment of the first to fifth of CVFH’s Redemption Requests (“Impugned Transfers”). 33.On 14 August 2023, P wrote to D1 by email and asked for an explanation for the Impugned Transfers. In its reply dated 17 August 2023, D1 stated that the Impugned Transfers were to fulfil the first to fifth of CVFH’s Redemption Requests. P was also informed by the Bank on 17 August 2023 that the Impugned Transfers were executed based on the instructions by authorised signatories of the Account. 34.After the Impugned Transfers, P and D1 engaged in negotiations concerning the management of the Subject Fund. In the meantime, CVFH proceeded to make the sixth to eighth of CVFH’s Redemption Requests on 29 September 2023, 9 October 2023 and 6 November 2023. C. PROCEDURAL HISTORY 35.On 7 November 2023, P commenced these proceedings and took out the Summons which was returnable on 10 November 2023. The terms of §1 of the Summons are as follows:
36.It is common ground that the Summons was served on D1 on 7 November 2023 (which was a Tuesday) after 4 pm. Pursuant to Order 65 rules 7(1)(b) and 7(2) of the Rules of the High Court (Cap 4A) (“RHC”), service was deemed to have been effected on the next day, ie 8 November 2023 (Wednesday). The service was therefore effected less than 2 clear days before the return date on 10 November 2023 as required under O32 r3 of the RHC. 37.On 10 November 2023, DHCJ Roxanne Ismail SC ordered, inter alia, that until the substantive hearing of the Summons or until further order of the Court, D1 is restrained from causing or procuring the withdrawal of the proceeds in respect of the Subject Fund (including the sixth of CVFH’s Redemption Requests on 3 October 2023) without the IC Approval (“Interim-interim Injunction”). 38.The parties came before me for the substantive hearing of the Summons on 3 January 2024. As the Interim-interim Injunction was expressed to last only until “the substantive hearing of the Summons”, I made an order at the hearing for the Interim-interim Injunction to be continued until my decision on the Summons, which I hand down now. D. THE ISSUES 39.Having regard to the parties’ arguments before me, I consider that the following three main issues arise for determination:
40.I will address these issues in turn. E. SERIOUS ISSUE TO BE TRIED 41.It is well established that for a party seeking an interlocutory injunction, it is not a high threshold to show a serious issue to be tried, as it is no part of the court’s function at this stage of the litigation to try to resolve conflicts of evidence on affidavit as to facts on which the claims of either party may ultimately depend nor to decide difficult questions of law which call for detailed argument and mature considerations: Ip Pui Lam Arthur & Anr v Ho Yuk Wah David (a bankrupt) & Ors [2018] HKCA 604 at §13. 42.Conversely, if the opposing party seeks to show that there is no serious issue to be tried, the threshold for him to succeed is high, as it would be necessary for him to demonstrate that the claim should be struck out: Ip Pui Lam Arthur at §14. 43.In essence, P’s case is that on a proper interpretation of Clauses 4.7 and 5.2(a) of the Co-Management Agreement, IC Approval is required for approving Redemption Requests by the investors of the Subject Fund, regardless of whether such requests fall above or below the Redemption Threshold. Since no IC Approval was obtained in respect of CVFH’s Redemption Requests, D1 was in breach of the Co-Management Agreement in requesting D2 to change the authorised signatories of the Account and make the Impugned Transfers in fulfilment of the first to fifth of CVFH’s Redemption Requests. P contends that an interlocutory injunction should be granted to restrain further breaches by D1 pending the final determination of these proceedings. 44.D1 disputes P’s construction of the Co-Management Agreement. D1 contends that IC Approval is only required if the payment of redemption proceeds exceeds the Redemption Threshold. As none of the CVFH’s Redemption Requests exceeds the Redemption Threshold, there was no need for D1 to obtain IC Approval. D submits that there is no serious issue to be tried. 45.I am of the view that P has demonstrated at least a serious issue to be tried on its interpretation of Clauses 4.7 and 5.2(a) of the Co-Management Agreement concerning the need to obtain IC Approval for CVFH’s Redemption Requests. 46.The principles in relation to contractual interpretation have been re-affirmed on multiple occasions by the highest courts in Hong Kong and the UK. In particular, I bear in mind the following salient principles:-
47.In terms of the language of Clause 4.7 and 5.2(a) of the Co-Management Agreement, I agree with P’s contentions that:
48.D1 contends that P’s interpretation is too broad for the following reasons:
49.With respect, I do not consider that these arguments would render P’s interpretation untenable to the extent that there would be no serious issue to be tried. 50.Insofar as D1’s reliance on the maxim of “expressio unius est exclusio alterius” is concerned, it is notable that the second part of Clause 5.2(a) is preceded by the phrases “without limiting the generality of the preceding two sentences” and “among other things”. These general phrases strongly suggest that the matters which are set out in the second part of Clause 5.2(a), including the references to payment of redemption proceeds exceeding the Redemption Threshold, are intended to be illustrative rather than exhaustive. 51.I have also taken into account the following cautionary remark from Cheung CJHC (as the Chief Justice then was) in Best View Medical at §27 regarding the expressio unius maxim:
52.In light of the express general phrases in the second part of Clause 5.2(a) and the cautionary remark on the utility of the maxim, I am of the view that the expressio unius maxim is of limited assistance in this case when considering the parties’ rival contentions on interpretation. 53.The short answer to the deadlock point is that the Court must give effect to the terms of the contract entered into between the parties. If the parties have adopted the broad language as contained in Clause 5.2(a) of the Co-Management Agreement which would require IC Approval for “any matters relating to the Mangers’ management”, it is not the function of the Court to rewrite the agreement. 54.In any case, I accept P’s submission that the Co-Management Agreement, as its name suggests, is meant to contain checks and balances and to provide for “co-management” of the Subject Fund by P and D1. The equal participation in the management of the Subject Fund between P and D1 is also reflected by the fact that (a) P and D1 are each entitled to nominate and appoint 2 members to the IC under Clause 5.1(a); and (b) P and D1 are obliged under Clause 4.1 to “jointly manage and invest” the assets of the Subject Fund. 55.I also have reservation as to D1’s interpretation as set out in §48(3) above:
56.For the sake of completeness, I should mention that parties have referred me to various provisions in the POM and the Supplement in support of their respective interpretations of the Co-Management Agreement. It appears to me that the parties’ arguments on these documents are evenly balanced and do not change the shape of the arguments on interpretation of the Co-Management Agreement. 57.I should, however, address D1’s arguments regarding the Side Letters. It is part of D1’s submissions that the Side Letters were entered into by the New Investors only and not by CVFH. As such, D1 contends that only the New Investors are additionally bound by the term in the Side Letters that “any redemption request” is subject to the discretion of the IC. 58.I agree with P’s submission that this argument appears to be inconsistent with the purpose of the Side Letters.
59.For the above reasons, I am of the view that there is at least a serious issue to be tried. F. BALANCE OF CONVENIENCE 60.One legal issue which arose at the hearing before me is whether P needs to show that balance of convenience lies in favour of granting the interlocutory injunction. 61.This issue arose in relation to P’s submission that in the context of a breach of a negative covenant, an injunction is available virtually as of course and the Court is not normally concerned with the balance of convenience unless the injunction is oppressive. The correctness of this legal proposition was disputed by D1 at the hearing. In light of the parties’ disagreement, I gave directions for parties to file further written submissions after the hearing to address this legal issue. 62.Whilst I am grateful to the parties for their research and assistance, I do not consider that it is necessary for me to express any concluded view on this legal issue in the circumstances of this case. This is because the parties in this case have addressed the balance of convenience by way of both evidence and submissions before me. P also sensibly confirmed at the hearing that I would need to consider other factors on balance of convenience in any event irrespective of the ruling on the legal proposition. In these circumstances, I consider that I should proceed to assess the balance of convenience as a separate element. 63.In this regard, I accept P’s submission that damages would be an inadequate remedy for P. 64.I agree with P that it may be exposed to potential liabilities from the New Investors. If P’s interpretation prevails at trial, but most cash have been withdrawn by CVFH leaving substantially illiquid assets of declining values, the New Investors will be unable to redeem their shares at the value that they would have had the withdrawals by CVFH not taken place. In this situation, P may be subject to claims by the New Investors to recover their losses. The unpredictability of the nature, timing, numbers and extent of claims and consequential losses claimed by the New Investors is a significant prejudice to P, and is hard to be quantified. 65.D1 disputes the prospect of P being sued by the New Investors. 66.D1 relies on Clause 13.3 of the Co-Management Agreement, which provides that D2 agrees to indemnify P for all liabilities and losses, incurred by or asserted against P in its capacity as Co-Manager of D2. However, this is indemnification afterwards and does not prevent P from being sued by the New Investors in the first place. Besides, D2 may seek to limit its liability by alleging gross negligence, wilful default or fraud on the part of P. 67.In this connection, D1 also relies on the fact that it has more than sufficient financial assets to compensate any losses incurred by P that are not already indemnified by D2 pursuant to Clause 13.3 of the Co-Management Agreement. Nevertheless, I accept P’s evidence that the existence of proceedings hanging over its head is itself a source of significant prejudice and that allegations which may be levied against P in causing significant loss to the investors may cause damage to P’s reputation and business. 68.D1 also submits that P is connected with the New Investors and hence would not be sued by them. D1 relies on the following connections in support:
69.In its reply affirmation, P clarified that:
70.The veracity of P’s clarification is something which can be tested at trial. Nevertheless, on the strength of P’s evidence adduced in the reply affirmation, I am prepared to accept that the possibility of the New Investors commencing proceedings against P is not a remote one. My view is also fortified by the email dated 19 April 2023 by AI International to P in which AI International expressed concerns over the redemption of cash from the Subject Fund and intimated that it would preserve the rights to “report the case to regulatory authority or seek the legal means of safeguarding [its] rights”. 71.On the other hand, I consider that the prejudice on D1 is minimal and damages would be adequate for it:
72.For these reasons, I am of the view that the balance of conveniences lies in favour of granting the interlocutory injunction. 73.Subject to the discussions below on material non-disclosure, I would grant an interlocutory injunction in favour of P. G. MATERIAL NON-DISCLOSURE 74.As set out in Section C above, the Summons was served on D1 after 4 pm on 7 November 2023. Service of the Summons was deemed to have been effected on 8 November 2023, less than two clear days before the hearing before DHCJ Roxanne Ismail SC on 10 November 2023 (“10 November Hearing”). At the hearing before me, it was accepted by P that the 10 November Hearing was an ex parte on notice hearing. 75.I am conscious of the fact that the Summons and P’s supporting affirmation (“Chou 1st”) were not filed and served on D1 with the duty of full and frank disclosure in mind. I was also informed that D1 attended the 10 November Hearing by counsel. Nevertheless, I agree with D1 that P had to bear the consequences of pressing for interim-interim relief at the 10 November Hearing rather than seeking an adjournment of the Summons to the next return date by which time the two clear day notice would have been given. As a result, I consider that P was under a duty of full and frank disclosure in applying for the Interim-interim Injunction at the 10 November Hearing. 76.I have borne in mind the following principles on assessing allegations of material non-disclosure (“MND”) which can be distilled from the authorities cited to me:
77.With these principles in mind, I will now address each of the alleged grounds of MND raised by D1. G1. MND Ground 1 78.MND Ground 1 relates to the “circumstances in which and the terms on which [P] was appointed a Co-Manager, and the [New Investors] subscribed to the Fund, in December 2020”. In particular, D1 contends that P should have disclosed the fact that:
79.I do not agree that MND Ground 1 is made out. 80.In §13(3) of Chou 1st, P referred to the timing, manner and extent of CVFH’s and the New Investors’ subscription to the Subject Fund. In §14 of Chou 1st, P also referred to the fact that the Subject Fund was initially set up by the China Vered Group. The 3-year Lock-Up Period was also referred to in §§24 and 31(4) of Chou 1st. 81.Whilst the Side Letters were not disclosed in Chou 1st, the point of the Side Letters is, on D1’s case, to support its interpretation that not all of the Redemption Requests made by the investors of the Subject Fund are subject to IC Approval and that only the Redemption Requests which are above the Redemption Threshold are subject to IC Approval. This interpretation advanced by D1 was mentioned in §2 of Annex A to P’s skeleton for the 10 November Hearing (“Annex A”). Accordingly, I consider that the non-disclosure of the Side Letters is not material. G2. MND Ground 2 82.MND Ground 2 concerns D1’s interpretation of Clause 5.2(a) of the Co-Management Agreement and the arguments in support thereof. 83.I do not consider that there is any MND under this ground. As mentioned, D1’s interpretation of Clause 5.2(a) was mentioned in §2 of Annex A. In addition, D1’s reliance on the Supplement was also addressed in §§5-6 of Annex A. G3. MND Ground 3 84.MND Ground 3 concerns P’s alleged failure to raise any breach of Clause 5.2(a) or the need for IC Approval for payments not exceeding the Redemption Threshold for 8 months (since March 2023) before the issuance of the Summons. 85.I am not satisfied that MND Ground 3 is made out. In §31(2) of Chou 1st, P referred to its concern at the time of March 2023 that IC Approval was not sought with regard to the first of CVFH’s Redemption Requests in breach of the Co-Management Agreement. Whilst Clause 5.2(a) itself was not referred to in this paragraph, it is clear that P objected to the first Redemption Request with reference to a breach of the Co-Management Agreement. 86.I am also of the view that P’s subjective intention in March 2023 on the effect of Clause 5.2(a) of the Co-Management Agreement is neither relevant nor material to the issue of contractual interpretation. 87.Insofar as the 8-month lapse is concerned, I am satisfied that P has sufficiently addressed this in §53 of Chou 1st. G4. MND Ground 4 88.Under MND Ground 4, D1 pointed to the fact that the Impugned Transfers were effected by D2 (and not by D1) and that the assets in the Account were owned by D2 (and not by D1). D1’s complaint is that §42(2) of Chou 1st was misleading. 89.My reading of §42(2) of Chou 1st is that it was not part of P’s case that D1 owned the assets in the Account. P’s case is simply that D1 “caused” the Impugned Transfers on the basis that D1’s representatives, as signatories of the Account, approved the Impugned Transfers. As such, I do not consider that there is any MND as alleged. G5. MND Ground 5 90.MND Ground 5 relates to the “circumstances concerning the change of [D2]’s bank account signatories”. 91.I agree with P’s submission that this MND ground is wholly unparticularised and that P cannot be expected to meaningfully respond to the same. 92.In any event. I am unable to accept that there was any MND. It is D1’s own evidence that it had requested D2 to change the account signatories of the Account so as to “minimise the ongoing obstructions to the operation of the Fund”. The request was also documented by a letter (not copied to P) dated 3 May 2023 from D1 to D2. The evidence therefore suggests that whilst it was technically D2 who changed the authorised signatories of the Account, the change originated from the request from D1. I further note that P disclosed D2’s board resolution approving the change of authorised signatories of the Account in §42(2) of Chou 1st. In the light of these pieces of evidence, I do not consider that §§42(1) and 44 of Chou 1st are “wrong and misleading” as alleged by D1. G6. MND Ground 6 93.MND Ground 6 relates to the “ownership and source of funds of YESCOM, its association with [P] and Liu, and the due diligence process for YESCOM”. 94.I am not satisfied that there is any MND under this Ground. 95.The reference to YESCOM (which is an abbreviation for YESCOM Development Company Limited) in §40 of Chou 1st is in the context of P setting out its attempt to find other potential purchasers for the assets of the Subject Fund in order to properly fulfil CVFH’s Redemption Requests without jeopardising the liquidity of the Subject Fund. It is plainly not a material matter for the purposes of the Summons. This is evident by the fact that D1 did not make any reference to YESCOM in addressing either serious issue to be tried or balance of convenience in both its written or oral submissions. 96.Further, the ownership and source of funds of YESCOM and/or its association with P and Liu are hotly disputed matters between P and D1. Such matters cannot form the subject of MND. G7. MND Ground 7 97.MND Ground 7 concerns the lack of irreparable harm to P. In particular, D1 refers to (a) the lack of non-economic or any loss to the investors; (b) the indemnity provided to P under Clause 13.3 of the Co-Management Agreement; and (c) D1’s substantial financial assets available to meet any award of damages in favour of P. 98.I am not satisfied that there is any MND under this Ground.
G8. MND Ground 8 99.MND Ground 8 relates to D1’s position that this is not a case of breach of a negative or restrictive covenant and that it is incorrect for P to state in §54(4) of Chou 1st that an interlocutory injunction to restrain a breach of negative covenant should be “readily granted”. 100.In my view, the need to potentially resolve the legal issue of whether an interlocutory injunction ought to be “readily granted” in a case involving breach of a negative covenant was not apparent until the day of the hearing before me when I received a supplemental note from D1. I do not consider that P could fairly be criticised for not anticipating this line of legal argument at the time of the 10 November Hearing. 101.Further, irrespective of whether an interlocutory injunction should be “readily granted” to restrain a breach of negative covenant, P did go on to address the issue of balance of convenience in other parts of §54 of Chou 1st. G9. Conclusion on MND 102.In light of the above, I am of the view that none of the MND grounds is established. 103.Even if I am wrong on the analysis of the MND, I am in any event minded to exercise my discretion to regrant the interlocutory injunction, having regard to the existence of a serious issue to be tried and the balance of convenience in favour of granting the injunction. In the exercise of my discretion, I would also have taken into account the fact that (a) the 10 November Hearing was an ex parte on notice hearing; (b) D1 attended the hearing by counsel and had an opportunity to address DHCJ Ismail SC on the appropriateness of the Interim-interim Injunction; and (c) in the circumstances of this case, the duty of full and frank disclosure only arose by reason of the fact that the service of the Summons and Chou 1st on D1 was late by around two hours on 7 November 2023. H. DISPOSITION 104.For the above reasons, I grant an order in terms of §1 of the Summons. 105.As to costs, I see no reason why costs should not follow the event. I make an order nisi that costs of the Summons be paid by D1 to P with certificate for two counsel, such costs to be taxed if not agreed. The costs order nisi shall become absolute 14 days after the date of handing down of this decision. 106.I thank Counsel for their assistance.
Mr John Hui and Mr Joshua Yeung, instructed by CFN Lawyers in association with Broad and Bright, for the Plaintiff Mr Bernard Man SC and Ms Sheena Wong, instructed by Deacons, for the 1st Defendant The 2nd Defendant, acting in person, absent |
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