Leung Yuet Keung v. Harbour Front Ltd and Another

HCMP 1471/2019

[2026] HKCFI 3713

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1471 OF 2019

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D E C I S I O N

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1.On 12 March 2025 I made an order after trial that the 1^st Respondent shall purchase the Petitioner’s shares in the 2^nd Respondent and directions for the shares to be valued. This was supplemented by further orders dated 28 April 2025, 12 September 2025 and 21 October 2025. The orders envisaged that the share valuation would take into account the value of property owned by the 2^nd Respondent determined by a land valuer and would result in the valuer producing a succinct report for the Court stating his valuation of the shares and his reasons for arriving at his valuation. Pursuant to the orders Jonathan Chan of PricewaterhouseCoopers produced a valuation report dated 13 March 2026 taking into account a land valuation by Selena Lam of Colliers. On 24 April 2026 the 1^st Respondent issued a summons seeking leave to put written questions to Selena Lam and Jonathan Chan about various matters in their reports.

2.The orders do not provide for either party to seek clarifications (a term used in the summons) of the reports. It seems to me that the position is clear. In a case in which the expert valuation is intended to be binding (as in the present case) a valuation cannot be challenged on the grounds that it contains a mistake. It can only be challenged on the grounds that the expert has departed from his instructions or there has been some impropriety in production of the valuation such as fraud or collusion[1]. It follows that a party is not entitled to ask questions about a report leading to a binding valuation. Mr Smith referred me to a personal injuries case, Chan Yuet Keung v Harmony (International) Knitting Factory Ltd[2] in which there is reference to the correct way in which parties should go about obtaining clarification of matters about which they have questions in an expert report. However, that case concerned a medical report not a final valuation report and in my view the observations are not relevant. In a case such as the present either a party considers that it can prove sufficiently serious impropriety in the production of a valuation to justify challenging it or the valuation must be accepted unless both parties agree to a process for clarifying contentious or ambiguous matters.

3.The Petitioner does not agree to the 1^st Respondent putting questions to the valuers, which given the 1^st Respondent’s history of delay and disruption in attempts to resolve the disputes between them, is entirely unsurprising. However, with a view to minimising room for disagreement, the Petitioner has offered various concessions in respect of some parts of the valuation about which the 1^st Respondent has questions in order to render the questions otiose. They are as follows:

(1)  In the evidence filed by the 1^st Respondent in support of the present application questions are raised concerning the reconciliation exercise, which forms part of Mr Chan’s valuation. The Petitioner is willing, without admission, to deduct his entitlement by HK$6,155,923. This disposes of the questions raised by the 1^st Respondent concerning the verification of certain items included in the reconciliation.

(2)  Queries have been raised about the balances of the 2^nd Respondent’s bank account and Fonfair’s bank account. The Petitioner is prepared to deduct HK$1,468,050 to address the 1^st Respondent’s question.

(3)  The Petitioner is also prepared to deduct the contentious Fonfair “cash in bank” figures of HK$8,261,895 from the valuation. The resulting deduction from the Petitioner’s portion of the value of the shares is HK$2,717,750.

(4)  The Petitioner has confirmed (initially to the Court of Appeal) that he will give credit for any post-valuation distributions.

4.The Petitioner says that any adjustment that might be required to address the matters that the 1^st Respondent has queried total HK$10,341,723 comprising of the sums to which I referred in the previous paragraph. This reduces Mr Chan’s valuation from HK$305,300,941 to HK$294,959,218. If the Petitioner is prepared to agree to an adjustment to the valuation, which is to the 1^st Respondent’s advantage I can see no reason why any future order that the Court makes does not take this into account.

5.The relevance of these concessions to the present application is mainly to narrow any area of controversy of fact and methodology rather than alter the principle that should guide the Court in determining the application. In my view the application is misconceived and I dismiss it and make a costs order nisi that the costs of the 1^st Respondent’s summons dated 24 April 2026 be paid by the 1^st Respondent forthwith with a certificate for counsel.

Ms Frances Lok SC, instructed by Ho & Ip, for the Petitioner

Mr Clifford Smith SC, Ms Sabrina Ho and Mr Arthur Poon, instructed by Kyms Law Office, for the 1^st Respondent