Yung Man Tung v. Ashurst Hong Kong (A Firm)

CACV 162/2025, [2026] HKCA 1463

On Appeal From [2025] HKCFI 955

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF APPEAL

CIVIL APPEAL NO 162 OF 2025

(ON APPEAL FROM HCSD NO 41 OF 2023)

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BETWEEN

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JUDGMENT

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Hon Chow JA (giving the Judgment of the Court):

INTRODUCTION

1.There are before the Court the following matters:

(1)  the Applicant’s appeal against the order of Deputy High Court Judge Kent Yee dated 7 March 2025 (“the Order”) dismissing the Applicant’s application to set aside a statutory demand dated 11 August 2023 (“the SD”) and authorising the Respondent to present a bankruptcy petition against the Applicant;

(2)  the Applicant’s summons dated 30 June 2025 (“the Stay Summons”) seeking a stay of execution of the Order pending the determination of his appeal; and

(3)  the Applicant’s summons dated 14 July 2026 (“the Evidence Summons”) seeking to adduce new evidence and to subpoena or call various persons as witnesses to be cross-examined or to give evidence at the hearing of the appeal.

BRIEF BACKGROUND

2.The Applicant is a businessman engaging in property investments in Hong Kong and Canada.  He was a director and 20% shareholder of a company called Tung Kee Development (Singapore) Pte Ltd (“the Company”).

3.The Respondent is a law firm practising in Hong Kong.

4.In 2022, the Applicant and the Company were involved in legal proceedings in Singapore (“the Singapore Proceedings”) with a company called TG Master Pte Ltd (“TG”), in which the Applicant and the Company were co-defendants in a S$1.5 million claim, and co-plaintiffs in a S$5 million counterclaim.  They engaged the Respondent and, through the Respondent, a Singapore firm in alliance with the Respondent (“ADT”), to assist in relation to the Singapore Proceedings.  The scope and terms of the retainer were set out in an engagement letter (“the Dispute Engagement Letter”) dated 9 March 2022 which was signed by Mr Chow Hai Bong (“Mr Chow”), a partner on behalf of the Respondent, and the Applicant in his personal capacity and also as the authorised signatory of the Company.

5.Separately, in around April 2022, the Applicant instructed the Respondent to provide legal services in respect of the use of a piece of land in Canada held by a company controlled by him as a pledge in a financing project.  An engagement letter dated 29 April 2022 (“the Finance Engagement Letter”) was signed by the Respondent and the Applicant in respect of this matter.

6.The Respondent and ADT issued various invoices (“the Invoices”) to the Applicant and the Company for services rendered pursuant to the Dispute Engagement Letter and Finance Engagement Letter.  The Applicant did not settle or fully settle the Invoices.  This eventually led to a statutory demand dated 26 September 2022 served on the Applicant, followed by a bankruptcy petition in HCB 5728/2022 (“the 2022 Bankruptcy Petition”) presented against the Applicant on 25 October 2022.

7.On 19 December 2022, the Singapore High Court gave a judgment in the Singapore Proceedings resulting in a net sum being payable by TG to the Applicant and the Company.

8.The 2022 Bankruptcy Petition was scheduled to be heard on 21 February 2023.  In the evening before the hearing of the 2022 Bankruptcy Petition, the Applicant had a meeting with Mr Chow at the Respondent’s office, and entered into a deed of settlement dated 20 February 2023 (“the Settlement Deed”) in respect of his outstanding indebtedness under the Invoices and other matters.  The Settlement Deed was signed by Mr Chow on behalf of the Respondent, and by the Applicant twice, once in his personal capacity and once as the authorised signatory of the Company.

9.Recital (G) to the Settlement Deed states as follows:

“As at the date of this Deed, Mr. Yung / Tung Kee only made partial payments of S$15,000 and HK$75,000 in partial settlement of the invoices set out in Schedule 1. Taking into account the said partial payments, the total outstanding sum owed by Mr. Yung / Tung Kee to Ashurst Hong Kong under the Dispute Engagement Letter and the Finance Engagement Letter amount to HK$7,613,192.92 (‘the Outstanding Sums’).”

10.Recital (K) to the Settlement Deed further states as follows:

“Mr. Yung and Tung Kee agree that (i) the Outstanding Sums are immediately due and payable, and that each of Mr. Yung and Tung Kee are jointly and severally liable to pay the Outstanding Sums to Ashurst Hong Kong immediately; (ii) each of Mr. Yung and Tung Kee does not oppose, contest, or dispute their liability to pay the Outstanding Sums to Ashurst Hong Kong …”

11.By Clause 2.2 of the Settlement Deed, the Applicant and the Company agreed, on a joint and several liability basis, to pay to the Respondent, and the Respondent agreed to receive, a discounted sum of HK$5,860,247.68 (“the Settlement Sum”) in full settlement of the indebtedness of the Applicant and the Company for the Outstanding Sums.

12.By Clause 2.3 of the Settlement Deed, the Applicant agreed to pay the Settlement Sum to the Respondent in the following manner:

(a)  1^st instalment – HK$20,000 on or before 20 February 2023;

(b)  2^nd instalment – HK$80,000 on or before 3 March 2023;

(c)  3^rd instalment – HK$900,000 on or before 31 March 2023; and

(d)  4^th instalment – HK$4,860,247.68 on or before 31 July 2023.

13.The Applicant duly paid the 1^st, 2^nd and 3^rd instalments pursuant to the Settlement Deed, and the 2022 Bankruptcy Petition was withdrawn by way of consent summons filed on 4 April 2023.  However, he did not pay the 4^th instalment.  Neither did the Company.

14.On 16 August 2023, the Respondent served the SD on the Applicant, demanding the Applicant to pay the sum of HK$4,860,247.68 within 21 days of service.

15.On 31 August 2023, the Applicant applied to set aside the SD (“the Application”).  As can be seen from his affirmation filed on the same date, the Applicant relied on the following grounds in support of the Application:

(1)  He signed the Settlement Deed under the mistaken belief that (a) it was the Company (and not him personally) which would be liable for the payments under Clause 2.3 thereof (referred to by the Applicant as “the Company Stipulation”), and (b) after the 1^st, 2^nd and 3^rd instalments had been paid, the remainder (ie the 4^th instalment) would be paid only after the conclusion of the Singapore Proceedings, which would be after the determination of TG’s anticipated appeal against the aforesaid judgment of the Singapore High Court (referred to by the Applicant as “the Quantum and Timetable Stipulation”).

(2)  He signed the Settlement Deed upon Mr Chow’s misrepresentation that the Settlement Deed would contain the Company Stipulation and the Quantum and Timetable Stipulation.

(3)  There was an error in the amount of the outstanding indebtedness in Schedule 1 to the Settlement Deed (“Schedule 1”), in that one of the Invoices listed in that schedule, namely, Invoice No 100008328 dated 31 May 2022 for the sum of HK$525,860 (“the Superseded Invoice”), had been substituted by another invoice, namely, Invoice No 1000139213 dated 1 November 2022 for the sum of HK$75,000 (“the Replacement Invoice”) which he had settled.  The Superseded Invoice was wrongly included in Schedule 1, and thus there was an over-statement of the outstanding indebtedness due to the Respondent.

THE DECISION

16.The Judge heard the Application on 10 December 2024, and gave a decision on 7 March 2025 (“the Decision”).

17.The Judge rejected the Applicant’s allegations of “mistake” and “misrepresentation” for the reasons given at §§20-32 of the Decision, which it is not necessary to set out in this judgment.

18.Insofar as the alleged erroneous inclusion of the Superseded Invoice in Schedule 1 was concerned, the Judge considered that matter to be of little significance.  The Judge pointed out that the payment of the Replacement Invoice was duly recorded in the recitals to the Settlement Deed, and even if the Superseded Invoice ought to be removed from Schedule 1, the Applicant would still be liable to pay the Respondent an amount in excess of HK$4.5 million.  The Judge considered that the Applicant had not begun to show that he had suffered any injustice caused to him if the SD was allowed to stand despite the over-statement of his indebtedness in the SD.

19.In short, the Judge found no merit in the grounds of application advanced by the Applicant.  The Judge therefore dismissed the Application and made an order authorising the Respondent to present a bankruptcy petition against the Applicant forthwith on the basis of the SD.

SUBSEQUENT DEVELOPMENT

20.On 14 March 2025, the Applicant applied for a stay of execution of the Order pending his intended appeal against the Order.

21.On 20 March 2025, the Respondent presented a bankruptcy petition (“the 2025 Bankruptcy Petition”) against the Applicant on the ground of his failure to comply with the SD.

22.On 31 March 2025, the Applicant filed and served a notice of appeal against the Order.  On 29 May 2025, the Applicant filed and served a revised notice of appeal (“the Notice of Appeal”) pursuant to directions given by the Registrar of Civil Appeals on 9 May 2025.  The Notice of Appeal contains 3 grounds of appeal:

(1)  The Judge wrongly failed to exercise his power to correct (糾正) the SD.

(2)  The details of certain invoices giving rise to the amounts payable under the Settlement Deed were erroneous, in particular: (i) they included a sum by way of Singapore tax for which the Applicant was not liable, and (ii) the amount payable in Singapore currency was converted into Hong Kong currency without his agreement or consent, and he did not know how the exchange rate was arrived at.

(3)  The Judge wrongly failed to explain the legal procedures, or give him sufficient time to make submissions, and wrongly refused his application to call 3 lawyers as witnesses for the purpose of cross-examination or confrontation.

23.On 20 June 2025, the Judge dismissed the Applicant’s application for a stay of execution of the Order pending appeal.

24.On 30 June 2025, the Applicant issued the Stay Summons in the Court of Appeal to renew his application for a stay of execution of the Order pending appeal.

25.On 21 July 2025, Linda Chan J made a bankruptcy order against the Applicant under the 2025 Bankruptcy Petition.  In her Reasons for Judgment dated 24 July 2025 ([2025] HKCFI 3216), Linda Chan J took the view that the Applicant’s grounds set out in the Notice of Appeal were not arguable.

26.On 14 July 2026, the Applicant issued the Evidence Summons.

THE EVIDENCE SUMMONS

27.We shall first deal with the Evidence Summons, which consists of:

(a)  an application for leave to adduce two items of documentary evidence (“Item 1” and “Item 2”) as new evidence;

(b)  an application to cross-examine 4 lawyers and 1 staff member of the Respondent; and

(c)  an application to call 2 persons as witnesses, namely Mr Philip Wong and Mr Chiu to give evidence at the hearing of the appeal.

28.In order to justify the admission of new evidence on appeal, all three conditions in Ladd v Marshall are generally required to be satisfised, namely:

(1)  the proposed evidence could not have been obtained at the hearing below with reasonable diligence;

(2)  the proposed evidence, if given, would probably have an important influence on the result of the case, though it need not be conclusive; and

(3)  the proposed evidence must be apparently credible, though it need not be incontrovertible.

The Court has a residual discretion to admit new evidence even where the three Ladd v Marshall conditions are not satisfied, but such discretion would only be exercised in exceptional circumstances.

29.Item 1 consists of some emails passing between Mr David Tang of Miller Thomson LLP, Mr Philip Wong of Sow Capital and Mr Chow of the Respondent in July 2022 concerning a proposed arrangement to use part of the proceeds of sale of a landed property in Canada to settle the outstanding invoices in August/September 2022.  No payment was eventually made.  We do not consider that leave should be granted for Item 1 to be adduced as new evidence, for the following reasons:

(1)  As a matter of fact, save in relation to an undated draft letter from Miller Thomson LLP to the Respondent[1], the rest of Item 1 had already been produced as Exhibit “CHB-3” to the affirmation of Mr Chow filed on 14 November 2023 and was part of the evidence before the Judge.

(2)  All the documents in Item 1 pre-dated the date of the hearing before the Judge on 10 December 2024.  The Applicant’s explanation for not producing them at the hearing below is that he used to receive a large number of emails from different sources and was not aware of the existence of the said documents until recently when he re-organised his old emails and carried out key-word searches.  We do not consider the Applicant’s explanation to be a good one.  The aforesaid affirmation of Mr Chow together with the exhibits thereto, which included some of the emails in Item 1, were filed on 14 November 2023 and should have alerted the Applicant to look for any associated emails which he might consider to be relevant to his case.  We are not satisfied that the documents in Item 1 could not have been obtained by the Applicant at the hearing before the Judge with reasonable diligence. 

(3)  The documents in Item 1 only show that at one stage prior to the presentation of the 2022 Bankruptcy Petition, the Applicant proposed to use the proceeds of sale of a landed property belonging to a company to settle the outstanding invoices.  They do not show that the Applicant is not personally liable under the Settlement Deed.  We do not consider that the proposed evidence, if admitted, would probably have an important influence on the result of the case.

30.Item 2 consists of some WhatsApp messages passing between the Applicant and the Respondent from October 2022 to March 2023 concerning the Superseded Invoice and the Replacement Invoice.  Apparently, the Respondent had at one stage agreed that the Superseded Invoices would be substituted by the Replacement Invoice, but later there was a dispute on this matter.  We do not consider that leave should be granted for Item 2 to be adduced as new evidence, for the following reasons:

(1)  It is obvious that the Applicant had the relevant evidence in his possession which he could have adduced at the hearing before the Judge.  His explanation for his failure to do so is that he received a large number of WhatsApp messages which were stored separately and he had not properly organized them at the time of the hearing before the Judge.  It was only recently that he re-organized the WhatsApp messages that he had kept over the years, and “discovered” the WhatsApp messages in question.  We do not accept the explanation given by the Applicant to be a good explanation for his failure to adduce Item 2 as evidence in the proceedings below.  The Applicant was well aware of the issues in the case, including the issue of the Superseded Invoice which he raised in his affirmation filed on 31 August 2023, and saw the response of Mr Chow on this matter in his affirmation filed on 14 November 2023.  The Applicant was apparently familiar with how to conduct key-word searches to locate documents stored electronically.  We are not satisfied that the documents in Item 2 could not have been obtained by the Applicant at the hearing before the Judge with reasonable diligence.

(2)  We are also not satisfied that the documents in Item 2, if admitted, would probably have an important influence on the result of the case.  This is because the Settlement Deed represented a settlement or compromise of the Applicant and the Company’s outstanding indebtedness to the Respondent, including the Superseded Invoice which was expressly listed in Schedule 1.  The parties were well aware of the fact that the Applicant had made payment of HK$75,000 in settlement of the Replacement Invoice, and the Applicant and the Company expressly accepted in the Settlement Deed that the total Outstanding Sums (after taking into account, inter alia, the said payment) came to HK$7,613,192.92.  On the other hand, the Respondent agreed, amongst other things, to give a discount of 20% of the professional fees charged in all the Invoices.  In our view, even if the Respondent had, at one stage, agreed that the Superseded Invoice would be substituted by the Replacement Invoice, such agreement would have no impact on the Applicant’s liability under the Settlement Deed.

31.In short, the 1^st and 2^nd Ladd v Marshall conditions are not satisfied in respect of Items 1 and 2.  Accordingly, it is not necessary to consider whether the 3^rd Ladd v Marshall condition is satisfied.  We can also see no good reason to exercise the Court’s residual discretion to permit Items 1 and 2 to be admitted as new evidence notwithstanding the Applicant’s failure to satisfy the three Ladd v Marshall conditions.

32.In respect of the Applicant’s application to subpoena 4 lawyers and 1 staff member of the Respondent (namely Mr Chow, Mr But, Mr So, Mr Lam, and Jenny Lau) and to call 2 persons (namely, Mr Philip Wong and Mr Chiu) to be cross-examined or to give evidence, it is important to bear in mind that statutory demand proceedings are meant for clear cases to be disposed of summarily.  They are not of a nature where one would expect oral evidence to be called, or in which oral evidence is appropriate: see Andrew Wyles Waters v Malahon Credit Co Ltd, HCSD 24/2001 (unreported, 27 February 2003), at §§12-13 per Deputy High Court Judge To.  The court will not undertake a trial to resolve disputed questions of fact in an application to set aside a statutory demand: see Waters v Malahon Credit Co Ltd [2004] 2 HKC 94 (CA), at §§11 to 13.  The issue before the Judge in this case was whether the debt was disputed on substantial grounds.  This was an issue which the Judge could properly determine on the basis of the written materials before him.  Insofar as the present appeal is concerned, what this Court has to decide is whether the Judge fell into error having regard to the grounds advanced before him: see Lu Yongliang v Bank of China Ltd, Dongguan Branch & Another [2021] 6 HKC 46, at §22.  The calling of witnesses is unnecessary and will only add to the costs of the proceedings.

33.Furthermore, insofar as the 4 lawyers and 1 staff member of the Respondent are concerned, there is no reason to believe that they will give evidence in support of the Applicant’s case.  It is pointless to subpoena them to give evidence merely for the sake of confronting them with the Applicant’s allegations.  Insofar as Mr Philip Wong is concerned, we have already explained at §29(3) above why we do not consider his evidence will have any utility.  Finally, insofar as Mr Chiu is concerned, apparently the Applicant wishes to call him to say that it was originally arranged that Mr Chiu would accompany the Applicant to attend the Respondent’s office on 20 February 2023 to sign the Settlement Deed.  However, in view of the Respondent’s change of the time of the meeting which clashed with Mr Chiu’s medical appointment for an eye operation, he could not accompany the Applicant to attend the Respondent’s office[2]. We do not see that the proposed evidence from Mr Chiu can assist the Applicant’s appeal.  It is no part of the Respondent’s case that the Applicant was accompanied by anyone at the time when he attended the Respondent’s office to sign the Settlement Deed.  The Judge was well aware of the fact that the Applicant attended the Respondent’s office alone[3]. The Judge’s reasoning for rejecting the Applicant’s case of mistake and/or misrepresentation had nothing to do with whether the Applicant was accompanied by any person when he signed the Settlement Deed.  The Judge expressly referred to the Applicant’s assertion that his friend (Mr Chiu) had an eye operation and could not possibly read any document for him prior to the meeting, but took the view that the Applicant was an adult and no one owed him any duty to explain the contents of the Settlement Deed before his signing on the same[4].

34.In all, the Applicant’s various applications under the Evidence Summons are all refused.

THE APPEAL

35.As earlier mentioned, the Applicant has raised 3 grounds in the Notice of Appeal.  None of them has merit, for the following reasons.

36.In respect of Ground (1), the Applicant argues that the Judge wrongly failed to exercise his power to correct the amount of the outstanding indebtedness in the SD arising from the wrongful inclusion of the Superseded Invoice in Schedule 1.  The Applicant has not engaged with the Judge’s reasoning for rejecting this ground of objection to the SD.  In any event, the Applicant’s argument that there was an over-statement of the outstanding indebtedness has no merit, for the reasons mentioned at §30(2) above.

37.Ground (2) is a not open to the Applicant since the matters complained of were not raised by the Applicant in the Application before the Judge: see Lu Yongliang, at §§21, 22 and 24.  In any event, the 2 points raised under this ground have no merit:

(1)  The Applicant has not produced any evidence in support of the contention that he was not liable for Singapore tax in respect of services rendered in relation to legal proceedings in Singapore.  In any event, as earlier mentioned, the Settlement Deed represented a settlement or compromise of the outstanding indebtedness owed by the Applicant and the Company to the Respondent.  The Applicant and the Company had confirmed in the Settlement Deed that the total Outstanding Sums amounted to HK$7,613,192.92.  It is nothing to the point to say that the Applicant and the Company are not, or may not be, liable for one or more specific invoices, or one or more items shown on such invoices.

(2)  In respect of the conversion rate from Hong Kong dollar into Singapore dollar, the rate that was applied was expressly stated at the bottom of Schedule 1 to the Settlement Deed, namely, HK$5.87 to S$1.00.

38.Ground (3) can be disposed of briefly:

(1)  In respect of the complaint that the Judge failed to explain the legal procedures to the Applicant, he was originally legally represented in the Application, and his summons and affirmation filed in support of the Application were filed by his solicitors on his behalf.  The Applicant has not identified which aspect of the legal procedures he required explanation from the Judge, or what prejudice he has suffered as a result of the absence of such explanation.

(2)  In respect of the complaint that the Judge failed to give him sufficient time to make submissions, this is nothing more than a bare assertion.  He put forward his detailed case in support of the Application in his 13-page affirmation (together with 15 exhibits) filed on 31 August 2023.  The Applicant has not identified what submissions he had wished to make to the Judge but could not do so because of the lack of time being given to him to make submissions.

(3)  In respect of the complaint that the Judge refused his application to call 3 lawyers as witnesses (namely, Mr Lam, Ms So and Mr But of the Respondent[5]) for the purpose of cross-examination or confrontation, we have already dealt with this complaint at §§32-33 above.

39.In the Applicant’s Skeleton Submissions dated 23 July 2026, he has raised various other issues which are outside the scope of the Notice of Appeal.  The Applicant has not applied to amend his Notice of Appeal, and is not entitled to rely on grounds which are not raised in the Notice of Appeal.  For the sake of completeness, we shall briefly comment on a few of the points raised in the Applicant’s Skeleton Submissions:

(1)  The Applicant argues that the Judge failed to consider the whole background of his case, or his affirmation and relevant exhibits, in reaching the Decision.  There is no merit in this argument.  It is apparent from the Decision that the Judge considered all relevant grounds raised by the Applicant in support of the Application to set aside the SD.  We also do not consider that the Judge omitted to consider any material evidence relevant to the central issue which required his determination, namely, whether the Applicant had shown a bona fide dispute of the debt on substantial grounds.

(2)  The Applicant maintains that his English standard was limited, and he did not fully understand the Settlement Deed when he signed the document.  This contention is a hollow one.  There was clear evidence, accepted by the Judge[6], that Mr Chow gave a first draft of the Settlement Deed (“the First Draft”) together with a “Google Translate” Chinese translation of the First Draft to the Applicant at the meeting on 20 February 2023.  In that Chinese translation, the joint and several liability of the Applicant and the Company to pay the Settlement Sum was clearly stated in Clause 2.2, and the agreement by the Applicant to make payment in accordance with a payment schedule was set out in Clause 2.3 thereof.  After negotiation, there was a revision of the payment schedule under Clause 2.3, and Mr Chow sent to the Applicant a revised draft of the Settlement Deed (“the Revised Draft”), together with a marked up version of the amendments (“the Marked-up Revised Draft”).  The Marked-up Revised Draft clearly indicated the changes in the payment schedule under Clause 2.3, but the joint and several, and personal, liability of the Applicant to pay the Settlement Sum under Clauses 2.2 and 2.3 remained unchanged[7]. The final Settlement Deed executed by the parties was in the same form as the Revised Draft.  In the light of such evidence and other matters referred to by the Judge[8], the Judge was well entitled to come to the view that the Applicant’s case on both the Company Stipulation and the Quantum and Timetable Stipulation was incredible and derisory[9]. The Judge was also entitled not to accept the Applicant’s alleged inability to understand English having regard to the fact that he was, apparently, a seasoned international businessman[10].

(3)  The Applicant argues that the Judge should not have made any factual determination when there were disputes of facts raised by him which ought to be tried in an ordinary civil action.  It bears emphasis that when a judge considers an application to set aside a statutory demand, the judge is not bound to accept at face value bare assertions made by a debtor.  The judge is entitled to examine the assertions against the undisputed facts and background of the case, the contemporaneous documentary evidence as well as the inherent credibility/incredibility of the assertions, and come to a view on whether the debtor has shown a bona fide dispute of the debt on substantial grounds.  The view of the judge is the outcome of a multi-factorial assessment or evaluation of the evidence, and the decision of the judge involves an exercise of discretion.  The Court of Appeal will not lightly interfere with such an exercise of discretion, unless the Judge has erred in law or approach, or has taken into account irrelevant matters, or has failed to take into account relevant matters, or the decision is plainly wrong or outside the generous ambit within which a reasonable tribunal can properly come to.  In the present case, we can see no basis to intervene in the Judge’s conclusion that the Applicant’s case on both the Company Stipulation and the Quantum and Timetable Stipulation was incredible and derisory.

(4)  The Applicant complains that the Judge failed to consider the “ACRA Business Profile” of the Company, which he says is relevant to the following issues: (i) whether he was the person who engaged the Respondent to provide legal services, and (ii) whether he was liable to pay for the legal services rendered by the Respondent.  The ACRA Business Profile shows that the primary activity of the Company is that of “Real Estate Developers”, it has an issued share capital of S$100,000 divided into 100,000 ordinary shares, and the Applicant is 1 out of 4 directors, and a 20% shareholder, of the Company.  We do not see how the information contained in that document can assist the Applicant in either of the two issues mentioned by him.  On the other hand, it is apparent on the face of the Dispute Engagement Letter and Finance Engagement Letter, the former being signed by the Applicant in his personal capacity and also as the authorized signatory of the Company and the latter being signed by him in his personal capacity only, as well as the terms thereof, that the Applicant was the person who engaged the Respondent to provide legal services, and personally liable to pay the fees charged by the Respondent for legal services rendered pursuant to those engagement letters.

THE STAY SUMMONS

40.Having reached the conclusion that the Applicant’s appeal has no merits, the Applicant’s application for a stay of execution of the Order pending appeal necessarily fails.  In any event, it would be futile to grant any stay of execution of the Order since it has already been carried into effect and resulted in the bankruptcy order made by Linda Chan J against the Applicant on 21 July 2025: see Shaun Winston Justin Bowers v Marbury Ridge Ltd [2024] HKCA 568, at §7; Re Sy Chin Mong Stephen, HCB 1772/2009 & HCSD 31/2006 (unreported, 9 March 2009), at §2.

DISPOSITION

41.The Applicant’s Notice of Appeal, the Stay Summons and the Evidence Summons are dismissed with costs to the Respondent, to be summarily assessed on an indemnity basis, in view of Clause 5.9 of the Settlement Deed, which provides that the Applicant and the Company shall indemnify all of the Respondent’s legal and other costs for enforcing the Respondent’s rights under the Settlement Deed arising from any “Settlement Event of Default” (as defined in Clauses 1.1(b) and 5 thereof).  The Respondent shall have leave to file and serve a statement of costs for summary assessment within 14 days from the date of this judgment, and the Applicant shall have leave to file and serve a statement of objections (limited to 2 pages) within 14 days thereafter.

42.This judgment is written in English even though the hearing of the appeal was conducted in Chinese in view of the fact that the affirmation evidence before the Judge and the Decision of the Judge are all written in English.  The Applicant may, if required, make an appointment with the clerk to this Court for an oral interpretation of the judgment in Chinese on a convenient date in the court’s premises.

The Applicant, appearing in person

Ms Jasmine Cheung, instructed by Ashurst Perkins Coie Hong Kong, for the Respondent

[1] Appeal Bundle C, page 407.

[2] See the Applicant’s affirmation filed on 14 July 2026 in support of the Evidence Summons, at §22.

[3] See the Decision, at §10.

[4] See the Decision, at §23.

[5] See the Decision, at §19.

[6] See the Decision, at §§21-22 and 32.

[7] See Mr Chow’s affirmation filed on 14 November 2023, at §§28-33.

[8] See the Decision, at §§23-31.

[9] See the Decision, at §§24 and 27.

[10] See Mr Chow’s affirmation, at §11; and the Decision, at §20.