Asia-pac Group Investments Ltd v. Onc Lawyers (A Firm)

HCMP 1464/2025

[2026] HKCFI 2578

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1464 OF 2025

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J U D G M E N T

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1.By originating summons filed on 28 August 2025 (“OS”) the plaintiff Asia-Pac Group Investments Limited (the “Plaintiff”) as former client seeks against the defendant ONC Lawyers (“ONC”) delivery up of all originals, or alternatively production of copies of all relevant documents in relation to the services provided by ONC to the plaintiffs[1]  in HCA 806/2006 (the “806 Action”).

Relevant background

2.The OS is supported by the 1^st affirmation of Chen Yung Ngai Kenneth (“Mr Chen”) the sole director of the Plaintiff filed on 28 August 2025 (“Chen 1^st”). Mr Chen and Dr Chan Mei Mei (who has authorised Mr Chen to make Chen 1^st also on her behalf) (collectively, the “Trustees”) are the trustees in bankruptcy of the discharged bankrupt, Ho Yuk Wah David (“David Ho”).

3.The Trustees as the plaintiffs in HCA 971/2012 (the “971 Action”) brought an action against the defendants of the 971 Action (“971 Defendants”) which included the Plaintiff and APIDL (respectively the 5^th and 6^th defendants therein). The Trustees claimed that the 971 Defendants were all beneficially owned and controlled by David Ho despite his obfuscation of the ownership and financing through a sham sale of the group of defendant companies and a sham-capitalisation.

4.In his judgment dated 28 September 2020 (the “971 Judgment”) Ng J found that

(a)  the Plaintiff was David Ho’s nominee by reason of the fact that its sole director at all material times, Liu Shu (an employee of the Beijing branch of the group of defendant companies[2]  and shareholder (Yu Yang, David Ho’s former brother-in-law[3]  ) were all David Ho’s nominees[4];

(b)  David Ho continued to beneficially own and control APIDL (the 6^th defendant in the 971 Action), via the Plaintiff and Gladius Limited (respectively, the 5^th and 2^nd defendants in the 971 action) as his nominees[5]  .

5.Liu Shu’s role as David Ho’s nominee was further confirmed by Au-Yeung J in her Decision dated 13 January 2023 in HCB 3819/2011 at §41.

6.On 10 April 2013, David Ho’s nominees put APIDL into creditors’ voluntary liquidation by special procedure (“CVL”). David Ho then appointed Alan Tang[6]  as APIDL’s liquidator, the other liquidator being Anita Hou of his firm ShineWing Specialist Advisory Services Limited (collectively, the “Liquidators”).

7.On 14 August 2024, in an application made in the 971 Action[7]  Ng J ordered that (i) the Liquidators register the Trustees as the sole shareholders of APIDL[8]  and provide the Trustees with copies of APIDL’s register of members and share certificate; and (ii) the Trustees to reimburse the costs of the secretarial firm to be incurred by the Liquidators not exceeding $15,000 plus disbursement. The Liquidators were ordered to pay the costs personally but not[9]  on an indemnity basis.

8.The Court of Appeal dismissed the Liquidators’ renewed application for leave to appeal Ng J’s order. It awarded costs to the Trustees on an indemnity basis to be paid by the Liquidators personally[10].

9.The Trustees control the Plaintiff, having obtained an order from the Eastern Caribbean Supreme Court on 16 December 2024 to be entered as its shareholder. Since 21 May 2025, Mr Chen became its sole director with the Trustees as its shareholder.

10.By letter of 14 July 2025, solicitors for the Plaintiff (“LWL”) requested ONC to provide, in relation to the 806 Action[11], electronic copies of

(i)  all deeds, documents, correspondence and papers;

(ii)  all payment records in relation to monies paid to/disbursed by ONC; and

(iii)  information on any other retainer between ONC and the Plaintiff and all of the documents in relation to the same.

11.On 8 August 2025, ONC provided a copy of all Court documents, external correspondence and payment records of disbursement made from ONC in relation to the 806 Action to LWL.

12.Further correspondence ensued. LWL considered the production inadequate as ONC were on record representing the Plaintiff and were withholding documents. The OS was issued on 28 August 2025.

The 806 Action

13.The 806 Action was an action commenced on 11 April 2006. It was brought by the 806 Plaintiffs against two law firms, namely, Shearman & Sterling (a firm) and its then Hong Kong resident partners (collectively, “S&S”) and Herbert Smith (a firm) (“HS”) (collectively, the “806 Defendants”) in negligence, breach of contract and breach of duty.

14.Apart from APIDL and the Plaintiff who are 2 of the 806 Plaintiffs, (respectively, P1 and P3 in the 806 Action), the remaining 806 Plaintiffs, namely, APIFL and GBRE (respectively, P2 and P4 in the 806 Action) are also owned or controlled (directly or indirectly) by David Ho. APIFL was controlled by David Ho’s nominee[12]  and David Ho owned and controlled GBRE[13].

15.An order for security for costs in the sum of $1 million was first made on 30 January 2008 against the 806 Plaintiffs in an application by S&S against APIDL (under section 357 of the Companies Ordinance, Cap 32 (“CO”)) and P2-P4 (under O.23, r.1, as foreign plaintiffs). On 23 December 2008, Poon J (as he then was) allowed APIDL’s appeal but confirmed the security ordered, the same to be paid by P2-P4. On 2 July 2009, HS obtained an order for security against P2-P4 in the sum of $2 million.

16.On 3 August 2009, the Plaintiff assigned to APIDL its cause of action in the 806 Action by a deed of assignment at the consideration of only HKD100,000 (the “Assignment”). APIFL and GBRE made similar assignments to APIDL (collectively, the “Assignments”).

17.The context of the Assignments is set out in my recent Judgment (dated 27 April 2026) in an application by the Plaintiff against Tanner De Witt (“TDW”), HCMP 1545/2025, [2026] HKCFI 2446 (the “TDW Judgment”) at §§ 20-24 to which reference should be made.

18.In summary, the Assignment was an integral part of a master plan devised with the assistance of London Counsel to consolidate all the causes of action of P2-P4 in the 806 Action into the hands of APIDL[14]. The Assignments were generated to evade the payment of security for costs.

19.David Ho then petitioned for his own bankruptcy in August 2011.

20.Subsequent developments are set out in the TDW Judgment at §§9-18 and 24. Notably, on 18 May 2021, as a preliminary issue, A. Chan J (as he then was) found the Assignments champertous and void[15]. On the same day, the 806 Plaintiffs took out a summons to, inter alia, further amend the RASOC to reinstate the claims of P2-P4 which they had allegedly assigned to APIDL.

21.The reinstatement application failed and was dismissed on 9 November 2021[16].

Legal principles

22.It is common ground that

(i)  the Court has inherent jurisdiction to order a solicitor to deliver up to his client all documents in the solicitor’s custody or power that belong solely to the applicant: Ganatra, Annemarie Claire v Freda, Giovanni [2021] HKCFI 3611 at §62;

(ii)  the Court has no jurisdiction to order solicitors to deliver up documents that are not the property of the applicant: Hanley v JC&A Solicitors [2018] 4 Costs LR 693; and

(iii)  as to ownership of documents upon the conclusion of the retainer, reference was made to Ho On Mansion (IO) v Herman HM Hui & Co [2020] 3 HKLRD 18 at §21. There, Recorder Yvonne Cheng SC (as she then was) referred to Wentworth v De Montfort (1988) 15 NSWLR in which the New South Wales Court of Appeal reviewed relevant English authorities and observations made therein;

(iv)  in the case of a professional person and his client, of particular relevance is an extract from Cordery on Solicitors (8^th ed., 1988) which suggested that documents coming into existence during the currency of the retainer and for the purposes of business transacted by the solicitor pursuant to the retainer fell into four broad categories[17]:

“(i) Documents prepared by the solicitor for the benefit of the client and which may be said to have been paid for by the client, belong to the client.

(ii) Documents prepared by the solicitor for his own benefit or protection the preparation of which is not regarded as an item chargeable against the client, belong to the solicitor.

(iii) Documents sent by the client to the solicitor during the course of the retainer, the property in which was intended at the date of despatch to pass from the client to the solicitor, belong to the solicitor.

(iv) Documents prepared by a third party during the course of the retainer and sent to the solicitor (other than at the solicitor’s expense), belong to the client.”

(v)  the Law Society Guidance Note on Storage and Destruction of the Old Files dated 25 June 2012[18]  (the “2012 Guidance Note”) adopted a subsequent version of that extract[19]  as Principle 5.23 of the Hong Kong Solicitors’ Guide to Professional Conduct (3^rd ed) (the “Guide”).

23.The 2012 Guidance Note was replaced by 24-872 (SD) Law Society Guidance Note (issued on 19 December 2024) (the “2024 Guidance Note”) which made no material changes.

24.Division VI of the 2025 edition of The Professional Conduct of Lawyers in Hong Kong, Binder II, deals inter alia with the topics headed ‘Termination of the Retainer’ and ‘Ownership of documents on the file’. The analysis in VI [2401]-[2454] is based on the 4 categories set out in Cordery and adopted in the 2012/2024 Guidance Notes.

25.At [2481]-[2501] it added a fifth category, namely, ‘Documents on clients’ file where joint clients’. Where a solicitor has been retained by joint clients, each joint client will be entitled to receive at his own expense copies of the documents on the solicitors file, but will only be entitled to receive the original documents which belong to him with the consent of his co-client or clients.

Discussion

26.The OS is based on section 65 of the Legal Practitioners Ordinance, Cap 159 and the Court’s inherent jurisdiction.

27.The Plaintiff’s engagement of ONC is based on an Engagement Letter dated 19 January 2017 signed with APIDL’s Liquidators[20], the Assignment and the sole director resolution[21]  made by Liu Shu on 18 August 2017 approving and ratifying the engagement of ONC.

28.ONC were the solicitors on record acting for the Plaintiff in the 806 Action from 25 January 2017 until 5 October 2021. That is evidenced by

(i)  ONC’s notice of change of solicitors dated 25 January 2017 to the effect that they had been appointed to act for “the Plaintiffs” in the 806 Action[22]  in place of TDW;

(ii)  ONC’s letter dated 26 January 2017 to TDW[23]  that ONC have been instructed to take over the 806 Action, requesting for the transfer of files pursuant to Principle 5.23 of the Guide;

(iii)  ONC (on behalf of the 806 Plaintiffs) signed joint letters[24]  to the Court with solicitors representing the 806 Defendants in June and August 2019;

(iv)  ONC’s summons dated 26 August 2021 as solicitors for P2 and P3 in the 806 Action for a cease to act order;

(v)  the Order made on 9 September 2021 granting ONC’s application to cease to be the Solicitor acting for P2 and P3[25]  in the 806 Action upon compliance with the requirements of RHC O. 67 r. 6 (1); and

(vi)  the certificate of service of order for withdrawal of solicitors for P2 and P3 in the 806 Action from the record dated 5 October 2021.

29.Mr Joseph Wong, counsel for the Plaintiff submitted that this application is by a former client for production of documents (or their copies) belonging to the client against ONC in relation to legal services they provided during the period when they were acting on behalf of the client. The Plaintiff is thus entitled to all documents and materials in the 806 Action in respect of which it had been charged by ONC and had paid for either directly or indirectly as these documents belong to the Plaintiff.

30.The Plaintiff seeks the documents listed in categories (a) and (d) of the 4 broad categories set out in the 2012 Guidance Note considered in §§22(iv) to 24 above. Those categories are modelled on the four broad categories found in the extract from Cordery.

31.Mr Ludwig Ng, Solicitor Advocate representing ONC, submitted that the factual matrix is important in deciding the Plaintiff’s entitlement to the documents requested. He referred to the Assignment, highlighting the following clauses:

(a)  clause 2: the assignment to APIDL of “the Assigned Rights” defined in that clause, including all the Plaintiff’s rights and interest against the 806 Defendants and the right to carry on the 806 Action in the name of the Plaintiff;

(b)  clause 5 (iii): the Plaintiff warranting to make a joint application with APIDL to the Court for substitution of APIDL in place of the Plaintiff in the 806 Action. If such application were rejected by the Court to continue the 806 Action as directed by APIDL;

(c)  clause 7: should the validity of the Assignment be challenged by any party, the Plaintiff and/or APIDL shall execute such documents and/or to such acts as may be necessary to deal with such challenge;

(d)  clause 10: upon APIDL’s request and indemnity as to costs to continue to assist APIDL to pursue the 806 Action.

32.Those provisions are said to show that the Plaintiff remained as a party in the 806 Action after the Assignment purely for the benefit of APIDL. It retained no interest. Mr Ng submitted that there was therefore no point in having another firm to represent the Plaintiff.

33.Mr Ng also emphasised that ONC was engaged not by the Plaintiff but by APIDL and its Liquidators. Bills were rendered to and paid by APIDL, which is consistent with ONC’s retainer being with APIDL.

34.Mr Ng submitted that those matters constitute the factual matrix against which the Plaintiff’s request for 7 classes of documents set out in §11[26]  of the Plaintiff’s skeleton should be assessed.

35.ONC accepts that they are on record as solicitors for the Plaintiff in the 806 Action. They are clearly not in a position to dispute this given the incontrovertible evidence set out in §28 above.

36.While the Plaintiff did not retain any interest as such in the 806 Action after the Assignment, it was not a redundant party but continued to play a role in the 806 Action, albeit an inactive one. As and when the circumstances contemplated by clauses 5(iii), 7 and 10 occur, APIDL could require the Plaintiff to take action.

37.The fact that ONC’s bills were rendered to and paid by APIDL does not negate ONC’s representation as the Plaintiff’s solicitors in the 806 Action. Rather, it stands to reason given that an integral part of the master plan was that the Plaintiff should remain a party in the 806 Action for the benefit of APIDL.

38.Mr Ng referred to the recent decision in Re Soremi Investments Limited [2026] HKCFI 1250 concerning the Court’s jurisdiction to order delivery up of documents by solicitors for the proposition that orders of delivery up must be on the basis of the ownership, that being the primary jurisdictional requirement.

39.In that case, DHCJ Gary Lam rejected the submission that the Court has an unlimited supervisory jurisdiction over solicitors to order delivery or inspection of documents where the Court would think fit regardless of the issue of ownership.

40.The context of Soremi is important. There were several applications before the Court, namely: (1) Receivers (who were the 1^st and 2^nd plaintiffs) sought delivery up of various categories of documents[27]  from the defendant HSFK (the “Receivers’ Delivery Up Application”); (2) a similar application was made by the 3^rd plaintiff SIL (“SIL’s Delivery Up Application); (3) HSFK’s summons for a permanent stay, inter alia, of SIL’s Delivery Up Application; and (4) an ex parte application by the Receivers for an order of recognition and assistance to their receivership appointed by the BVI Court (the “Recognition Application”).

41.In December 2013, China National Gold Group Hong Kong Limited (“CNG”) agreed to purchase 65% of the shares in SIL, then wholly owned by Global Mining Development LP (“Global”), a BVI limited partnership. HSFK was engaged by SIL and CNG. The engagement letter contained an arbitration agreement.

42.HSFK sought a permanent stay of SIL’s Delivery Up Application on the ground that the dispute falls squarely within the Arbitration Agreement.

43.In opposing the stay, SIL submitted that as HSFK are Hong Kong solicitors, they are subject to the Court’s supervisory jurisdiction, that arbitration is not the end of the matter and the Hong Kong Court still has jurisdiction over the matter. SIL’s counsel then made submissions on the Court’s supervisory jurisdiction premised on the documents being owned by HSFK[28], urging the Court not to follow Hanley[29].

44.Mr Ng placed heavy reliance on §76 (2)-(4) of Soremi which considered the correctness of Hanley. The Deputy Judge (while agreeing with Soole J’s analysis in Hanley), held that in the application before him, the Court had no discretion but must stay the proceedings pursuant to section 20 of the Arbitration Ordinance. In other words, the observations made as to the correctness of Hanley were obiter.

45.The relevance of Soremi in the context of the facts in the present case escapes me. APIDL has not explained how the issue of ownership of the requested documents can arise on the present facts. As earlier noted, the evidence that ONC is on record as the Plaintiff’s solicitors in the 806 Action is incontrovertible. As ONC have not taken any steps to come off the record, they remain the Plaintiff’s solicitors. The Plaintiff as client is entitled, at the very least, to copies of the documents it seeks.

Disposition

46.The documents ONC produced on 8 August 2025 are clearly inadequate. The bills of costs (specifically mentioned in section 65 of the LPO) are missing, so are the documents incidental to the bills such as invoices, payment records and most of the receipts. The correspondence between ONC and the Plaintiff (category 1 (a) of the Guidance Note) is missing so are the documents prepared or provided by 3^rd parties (category 1 (d) of the Guidance Note.

47.I have no hesitation in granting the relief in the OS. Production to the Plaintiff should be by way of electronic copies since that would reduce the cost of compliance.

Costs

48.In the present case, there is no reason why costs should not follow the event.

49.The Plaintiff seeks indemnity costs due to the complete lack of merit ONC’s opposition to this application.

50.ONC accept that they did not take a neutral stance to the Plaintiff’s application. ONC’s characterisation[30]  that the request stated in the OS is a “blanket request” to which the Plaintiff is not entitled is belied by the fact that ONC’s own request to TDW when they took over the 806 Action is in substantially similar terms[31]. They were well aware of the principle involved and the documents to be provided, having themselves invoked Principle 5.23 when seeking documents from TDW in 2017.

51.This is a clear case of ONC knowing that they had no valid basis for resisting the Plaintiff’s application. Not only did they oppose the application, they went so far as to seek indemnity costs against the Plaintiff.

52.As officers of the Court, their unwarranted resistance has resulted in a waste of judicial resources and unnecessary expenditure. I consider this an appropriate case to order costs on an indemnity basis, such costs to be summarily assessed.

53.It is directed that

(a)  the Plaintiff do lodge its statement of costs within 14 days hereof;

(b)  the Defendant do lodge its list of objections (if any) to the statement of costs (limited to 2 pages) within 14 days thereafter; and

(c)  the Plaintiff do lodge its reply (if any) limited to one page within 7 days thereafter.

54.An agreed draft order be submitted for approval within 14 days.

Mr Joseph Wong, instructed by Messrs. Lee, Wong & Lam, for the Plaintiff

Mr Ludwig Ng of Messrs. ONC Lawyers, for the Defendant