Leong Ma Li v. High Fashion New Media Corporation Limited (Suing on behalf of Itself and Also in Its Capacity As the Sole Shareholder of Longford Information and Technology Co., Limited) (上海梁富信息科技有限公司)

FAMV No. 42 of 2025

[2025] HKCFA 16

IN THE COURT OF FINAL APPEAL OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

MISCELLANEOUS PROCEEDINGS NO. 42 OF 2025 (CIVIL)

(ON APPLICATION FOR LEAVE TO APPEAL FROM

CACV NO. 341 OF 2022)

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Appeal Committee: Mr Justice Ribeiro PJ, Mr Justice Fok PJ and Mr Justice Lam PJ

Date of Ruling: 19 September 2025

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RULING

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Mr Justice Ribeiro PJ:

1.This is the Ruling of the Appeal Committee in respect of an application for leave to appeal in the light of the Registrar’s summons under Rule 7 of the Court’s Rules[1] calling upon the applicant to show cause why that application should not be dismissed.

A.     The background

2.The background to this application involves a dispute between former joint venture partners.  They consisted of three persons surnamed Lam (“the Lams”) acting through High Fashion Apparel Ltd (“HFA”) on the one hand, and Mary Leong Ma Li (“Leong”), acting through Hansen International Ltd (“Hansen”), on the other. 

3.In November 2013, HFA and Hansen incorporated a joint venture company called High Fashion New Media Corporation Ltd (“New Media”).   New Media formed a Mainland corporation known as Longford Information and Technology Co Ltd (“Longford”) as its wholly owned operating subsidiary. 

4.Longford opened a bank account in Shanghai into which certain sums were deposited for the purposes of the joint venture (“the Longford account”).  However, the parties fell out and the Lams alleged that Leong was guilty of misconduct by acting in contravention of an agreed protocol governing the handling of funds in the Longford account (“the Protocol”).  This is denied by Leong.

5.In October 2014, HFA commenced a derivative action on behalf of New Media against Leong seeking an injunction restraining her from operating or dealing with the Longford account except in accordance with the Protocol.  In December 2014, an interlocutory injunction to such effect was granted by Chow J in the derivative proceedings.[2] Thereafter, the Action did not progress, a consent order having been made granting Leong a general extension of time for filing her Defence, terminable on written notice by either party.

6.However, on two subsequent occasions, New Media brought contempt proceedings against Leong alleging breach by her of the December 2014 interlocutory injunction.  First, in August 2017, Chow J found Leong in contempt, fining her and ordering her to pay indemnity costs.[3]

7.The present application for leave to appeal arises out of the second set of contempt proceedings brought by New Media in October 2020,[4] alleging a further breach of the December 2014 interlocutory injunction.

8.On 26 July 2022,[5] DHCJ H Au-Yeung (as he then was) held Leong to be in contempt by reason of certain dealings with the Longford account found to have been in breach of that injunction.  His Lordship ordered the defendant to be committed to prison for four weeks, suspending execution pending her appeal to the Court of Appeal.

9.That appeal was dismissed by the Court of Appeal with indemnity costs in November 2024[6] and leave to appeal to this Court was refused.[7]

B.     The present leave application

10.Upon Leong filing her application for leave to appeal, the Registrar issued the Rule 7 summons referred to at the start of this Ruling.

11.In her Form B, Leong proposes 14 Questions said to be of great general or public importance.  They are set out in the Appendix to this Ruling.  She also seeks leave to appeal on the “or otherwise” ground.

12.We direct:

(a)     that there be an oral hearing of this leave application in respect of Questions 1 and 2;

(b)     that Questions 3 to 14 inclusive be dismissed under Rule 7 as not reasonably arguable; and

(c)     that the application on the “or otherwise” ground be likewise dismissed.

13.We furthermore direct that at the oral hearing, the Appeal Committee will wish to be assisted as to whether it is reasonably arguable that leave should be granted on the “or otherwise” basis:

(a)     on the ground that the derivative action in the present case is not properly constituted in accordance with section 732 of the Companies Ordinance (Cap 622); alternatively,

(b)     on the ground that non-prosecution of the Action since January 2015, in the light of the relief claimed in the Writ and the events which have since occurred, provide a basis for questioning continuation of the injunction and its enforcement by an order of committal.

P.C. Woo & Co., for the Defendant (Applicant)

Hugill & Ip, for the Plaintiff (Respondent)

APPENDIX

Form B Questions

Question 1

Where:

(a)      the terms of a prohibitory injunction prohibit specific future acts, and do not require the taking of any positive steps, including to cause the cessation of a particular state of affairs; and 

(b)      an alleged agent of the alleged contemnor has committed an act prohibited by the injunction, but that act was not directed by the alleged contemnor; 

Whether the alleged contemnor would be in breach of the injunction, and in particular whether the principles in Hone v Page [J 980] FSR 500 at p. 507 would apply. 

Question 2

Where the alleged agent's conduct is not proven beyond doubt to be more than casual or accidental and unintentional, or unaffected by an honest mistake or inadvertence, or to constitute a contempt of itself, whether the alleged contemnor as principal can be found guilty of contempt by the "deeming" effect under the third principle of Hone v Page, namely, the principal either (i) authorised the acts of the alleged agent, or (ii) could reasonably have foreseen the possibility of such acts and failed to take all reasonable steps to prevent them.

Question 3

Where a corporate officer relinquishes or delegates to an employee of the company the ability and power to do an act for the company, would the aforesaid employee become an agent of the aforesaid corporate officer?

Question 4

Where a corporate officer is a signatory of a bank account which is in the name of a company and the withdrawal of monies from such bank account depends on inter alia the affixation of a seal or chop which belongs to the aforesaid company, (a) would the aforesaid corporate officer necessarily have any legal relations with the bank; and (h) would the affixation of the seal or chop affect the legal relations (if so, what relations) between (i) the corporate officer and the bank or (ii) the account holder (i.e. the company) and the bank?

Question 5

Where, in committal proceedings, the necessary particulars of an averment are contained in the evidence of the parties filed before the hearing or evidence given at the hearing, as opposed to in the Originating Summons and the Order 52 Statement, whether that would affect the requirements as to what has to be pleaded in the Originating Summons and the Order 52 Statement, or whether an amendment ought to be sought by the plaintiff?

Question 6

Where, in committal proceedings, the necessary particulars of an averment are contained in the evidence of the parties filed before the hearing or evidence given at the hearing, as opposed to in the Originating Summons and the Order 52 Statement, whether that would affect the requirements as to what has to be pleaded in the Originating Summons and the Order 52 Statement, or whether an amendment ought to be sought by the plaintiff?

Question 7

Whether, in committal proceedings, the requirements of pleadings in the Originating Summons and the O 52 Statement are different from (i. e. more, or less, exacting than) the requirements of pleadings in ordinary civil proceedings by reason of the Court's interest in seeing that its orders are upheld.

Question 8

Whether, in committal proceedings, the requirements of pleadings in the Originating Summons and the O 52 Statement are affected by whether prejudice has been caused by the lack of a necessary plea?

Question 9

Where:-

(a)      an injunction order restrains the defendant from committing certain act(s) by herself or through her agents; and

(b)      the plaintiff alleges in committal proceedings that the defendant acted in breach of the said injunction order vicariously through an agent, as opposed to acting personally;

is the plaintiff required to plead in the Originating Summons and the Order 52 Statement the particulars of the agency and acts in the course of agency, including the name and identify of the alleged agent (the "Alleged Agent"), the acts by which the defendant allegedly appointed the Alleged Agent as agent, and the acts by which the Alleged Agent is said to have breached the injunction order in the course of agency?

Question 10

In committal proceedings, where a defendant is charged with vicariously liability for an Alleged Agent's acts, whether it is required to be pleaded with particulars in the Originating Summons and the O 52 Statement that she either (i) authorised the agent's relevant acts,· or (ii) could reasonably have foreseen the agent's acts and failed to take all reasonable steps to prevent them, and in the case of (ii), the reasonable steps that she is said to have failed to take.

Question 11

As to the necessary mental state in committal proceedings, where an individual defendant is charged with vicarious liability for an Alleged Agent's acts:

(1)      And where the defendant is alleged to have authorized the Alleged Agents acts: whether it is sufficient for the plaintiff to plead and prove the Alleged Agents acts were intentional, not casual or accidental, or whether the plaintiff is required (instead of or additionally) to plead and prove the defendants alleged act of authorization was intentional, not casual or accidental (or not due to any honest mistake or inadvertence): Adams Phone Ltd v Goldschmidt [1994] 4 All ER 486, at 494; Kao Lee & Yip v Donald Koo Hoi Yan (2009) 12 HKCFAR 830, at §48?

(2)      And where the defendant is alleged to have failed to take all reasonable steps to prevent the Alleged Agents acts when the possibility of such acts could reasonably have been foreseen: whether the plaintiff is required to plead and prove the defendants alleged failure was intentional, not casual or accidental (or not due to any honest mistake or inadvertence): Adams Phone Ltd v Goldschmidt [1994] 4 All ER 486, at 494; Kao Lee & Yip v Donald Koo Hoi Yan (2009) 12 HKCFAR 830, at §48?

Question 12

In committal proceedings, where an element of the contempt is the defendants knowledge of facts which would make her act or omission a contempt of court, and where the defendant is charged with vicarious liability for an Alleged Agents acts or omissions, what are the facts that the defendant must be proved to have knowledge of, and does such knowledge have to be pleaded in the Originating Summons and the O 52 Statement?

Question 13

Where, in committal proceedings, the plaintiff alleges that the defendant had breached an injunction by the acts of an Alleged Agent, and such agency is governed by foreign law, whether the plaintiff or the court has the burden to investigate into the contents of foreign law, or more generally, where an injunction prohibits conduct in a foreign jurisdiction (e.g. Mainland China), whether the plaintiff or the court has the burden to investigate into the relevant contents of foreign law (in this case Mainland law)?

Question 14

Where, in committal proceedings, the plaintiff alleges that the defendant had breached an injunction by the acts of an Alleged Agent by the handing over and authorisation of use of something unknown to Hong Kong law, e.g. a "Legal Representative Chop", whether it is the plaintiff's burden to plead and prove the applicable foreign law?