Lee Sing Leung Robin v. J. Thomson Asset Investment Ltd

HCSD 69/2025 &
HCSD 25/2026
(Heard Together)

[2026] HKCFI 3153

HCSD 69/2025

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

APPLICATION TO SET ASIDE A STATUTORY DEMAND NO. 69 OF 2025

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BETWEEN

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AND

HCSD 25/2026

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

APPLICATION TO SET ASIDE A STATUTORY DEMAND NO. 25 OF 2026

________________________

BETWEEN

________________

(Heard together)

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D E C I S I O N

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I.  INTRODUCTION

1.In HCSD 69/2025, the Applicant applies to set aside the statutory demand dated 10 December 2025 (the “2025 Statutory Demand”) based on a summary judgment entered by Master Dick Ho on 17 September 2025 in HCA 346/2024 (the “Summary Judgment”).  In HCSD 25/2026, the Applicant applies to set aside the statutory demand dated 17 March 2026 (the “2026 Statutory Demand”) based on a costs order made on 12 March 2026 by Master Jocelyn Leung (the “Costs Order”), upon dismissing the Applicant’s application to set aside the Summary Judgment.

II.  BACKGROUND

2.The parties’ litigation dates back to 2010 and 2011 in HCA 1309/2010, HCA 660/2011 and HCA 1023/2011.  On 23 April 2015, eventually, the parties entered into a global settlement agreement (the “Settlement Agreement”).  Clause (i)(2) of the Settlement Agreement stated that “the outstanding amount that [the Applicant] owes [the Respondent] as of today’s date is: HK$40,000,000.00…”

3.Thereafter, the parties entered into some further agreements in respect of this debt.  The subject agreement in the present case is the Deed of Settlement executed on 27 March 2018 (the “2018 Deed”). 

(1)  Recital (E) states that “[b]y an agreement…dated 28^th August 2016 made between [the Applicant] as assignor and [the Respondent] as assignee (the “Supplemental Agreement”), the Parties further agreed to settle [HCA 1023/2011] subject to the terms and conditions therein”.

(2)  Recital (F) states “[t]he Parties have agreed that the remaining liability of [the Applicant] under [a Deed of Indemnity dated 29 August 2008] is HK$42.5 million”. 

(3)  By Clause 2.1, “[the Applicant] shall pay to [the Respondent] a sum of HK$42,500,000.00 on or before 31^st December 2019 (the “Settlement Sum”)”.

(4)  By Clause 2.2, “[f]or the avoidance of doubt, any payment which [the Respondent] received from [the Applicant] prior to the date of this Deed shall not be considered as any payment under Clause 2.1. The payment to be made under Clause 2.1 is in additional to any sums previously received by [the Respondent] under the Settlement Agreement and the Supplemental Agreement prior to the execution of this Deed.”

4.It is the Settlement Sum which the Respondent sought to enforce in HCA 346/2024.

5.The Respondent applied for summary judgment.  The Applicant raised the following defences:-

(1)  The Supplemental Agreement reduced his HK$40,000,000.00 million debt to HK$10,000,000.00;

(2)  The Respondent orally agreed to waive the remaining HK$10,000,000.00 debt in exchange for the Applicant’s provision of factual testimony in HCA 397/2011; and

(3)  The Applicant had no choice but to sign the 2018 Deed.

6.On 15 September 2025, two days before the substantive hearing of the Respondent’s application for summary judgment in HCA 346/2024 on 17 September 2025, the Applicant wrote to Master Dick Ho applying for adjournment on medical ground.

7.On 17 September 2025, Master Dick Ho refused the adjournment application, proceeded with the hearing in the Applicant’s absence, and entered the Summary Judgment in the Applicant’s absence.  In his Decision, Master Dick Ho gave detailed reasons:-

(1)  In respect of the Applicant’s application for adjournment, Master Dick Ho noted that the medical certificate had expired 16 days prior to the hearing, and there was no renewed medical certificate.

(2)  In respect of the defence that the Supplemental Agreement reduced his HK$40,000,000.00 million debt to HK$10,000,000.00, this was contrary to Recital (F) and Clause 2.2 of the 2018 Deed as quoted in §3 above.  On the contrary, there was documentary evidence showing that the HK$30,000,000.00 difference was allocated to some other debts, which Master Dick Ho accepted.

(3)  In respect of the defence that the Respondent orally agreed to waive the remaining HK$10,000,000.00 debt in exchange for the Applicant’s provision of factual testimony in HCA 397/2011, this waiver would be too absurd to be believable.  I add that it would be inherently improbable that there would be no documentary evidence in the light of such a substantial sum of money.

(4)  In respect of the defence that the Applicant had no choice but to sign the 2018 Deed, the most one could take it was duress.  However, the Applicant was a seasoned corporate financier and an MBA holder, afforded a few hours before he signed the 2018 Deed.  There was no credible defence of duress.

8.By Summons filed on 28 November 2025 (the “Setting Aside Summons”), the Applicant applied to set aside the Summary Judgment.  On 12 March 2026, upon hearing submissions (including those made by the Applicant), Master Jocelyn Leung dismissed it, agreeing with Master Dick Ho’s reasoning, and made the Costs Order.

9.On 1 April 2026, the Applicant filed Notice of Appeal (the “Notice of Appeal”) against Master Jocelyn Leung’s decision.  The Notice of Appeal, apparently, is out of time, although the Applicant disagrees.  I should not make any definitive ruling on this because the Notice of Appeal will be heard by another judge on 22 July 2026.  For convenience, I shall refer to that hearing as the “July Appeal Hearing”.

III.  ANALYSIS

10.Where the statutory demand in question is based on a court order, Re Lau Wang Chi Barry [2024] 3 HKLRD 118 at §§35-39 set out the relevant legal principles.  In gist, the Bankruptcy Court should examine whether there is any reasonable prospect of appeal against or setting aside the court order in question, and if the answer is in the negative, the Court should refuse to set aside the statutory demand.

11.The Applicant submits that the underlying commercial transactions were “commercially unusual, inconsistent with ordinary settlement logic, and incapable of summary determination within insolvency proceedings” because the debt was increased from HK$30,000,000.00 to HK$70,000,000.00.  Such submissions ignore the fact that the HK$30,000,000.00 mentioned above was not to settle the debt in question.  Further, the Applicant still has to explain why he signed all the documents as mentioned above if the figure were not correct.  In my view, the Applicant’s defences, which were his attempt to explain all these, are inherently believable, for the reasons given by Master Dick Ho’s view set out above.

12.The Applicant’s attempt to dress his defences as a point of contractual construction is unmeritorious.  It is well established that the Court should construe a contract with reference to the natural and ordinary meaning of the words with reference to the context and purpose.  I agree with the Applicant that the context should include the background leading to the 2018 Deed, including the various previous agreements recited in the Recital of the 2018 Deed.  In such context, Recital (F) and Clause 2.2 are clear enough, and I see no way that they could be construed to mean contrary to its meaning that the Applicant was indebted in the sum of HK$42,500,000.00 (by Recital (F)) and any previous payments should not be counted (by Clause 2.2).

13.The Applicant also raises that there is internal inconsistency in the Respondent’s own case.  In particular, he seems to suggest that how the Respondent narrates the background giving rise to the exclusion by Clause 2.2 of the 2018 Deed is internally inconsistent.  With respect, I see no inconsistency.  The indisputable fact is that the Applicant signed the 2018 Deed, and Clause 2.2 of the 2018 Deed provided for the exclusion for the avoidance of doubt.  His defences having been found incredible, it follows that the Applicant is held to the 2018 Deed.

14.In respect of the July Appeal Hearing, it would be a fresh hearing of the Setting Aside Summons.  Besides showing merits, the Applicant should also give proper explanation for his absence before Master Dick Ho.  However, as Master Dick Ho explained, there was no valid medical certificate for his absence.  Together with the lack of merits in his defence, the Applicant’s prospects of the appeal are slim.  

15.Further, the Notice of Appeal was lodged out of time.  The Applicant would have to show that there are real prospects of success in the appeal.  However, I have found above the prospects are slim.

16.Insofar as there is any argument that the Costs Order should not be payable now because it should be subject to the final outcome of the appeal, I repeat my reasoning in §§24-25 of Re Success Lane Development Limited [2025] HKCFI 1121 explaining the policy reason why such a costs order as the Costs Order should not be subject to the final outcome of the underlying proceedings.

17.In the circumstances, there is no reasonable prospect of appeal or setting aside the Summary Judgment and the Costs Order.

18.The Applicant raises the point that the sealed Summary Judgment was not served on him until 26 October 2025, and that when the 2026 Statutory Demand was issued, the Costs Order had not yet been sealed.  The service of the Summary Judgment, assumed to be correct, does not explain why the Applicant took out the Setting Aside Summons so late.  Further in respect of the 2026 Statutory Demand, there is never a requiring that the underlying order for a statutory demand has to be sealed, and I note that the Applicant was present at the hearing when the Costs Order was made.  Insofar as the Applicant says that he was not clear about the terms of the order until it was sealed and served, even assuming that he is right, the Summary Judgment and the Costs Order have by now been sealed and served for a long time.  Therefore, this point does not advance the Applicant’s position by any mileage. 

19.In the circumstances, I am of the view that there is no bona fide defence on substantial grounds. 

20.The Applicant also raises that it is oppressive to use insolvency procedure against him especially pending the July Appeal Hearing.  However, it is trite that a creditor is entitled to invoke the insolvency procedure and the use of it, without more, is not regarded as oppressive.  Insofar as the pending of the July Appeal Hearing, in the above, I have examined the prospects of the appeal as required by Re Lau Wang Chi Barry, supra.  Further, I have considered whether, as case management, I should adjourn the present application pending the determination of the appeal in the July Appeal Hearing.  However, given the slim prospects, I see no reason why the Respondent would have to be made to wait further before it can present a bankruptcy petition. 

IV.  CONCLUSION

21.For the above reasons, I make the following order:-

(1)  The application to set aside the 2025 Statutory Demand in HCSD 69/2025 be dismissed.

(2)  The application to set aside the 2026 Statutory Demand in HCSD 25/2026 be dismissed.

(3)  The Respondent be authorised to present a bankruptcy petition based on the 2025 Statutory Demand upon expiry of 14 days from today.

(4)  The Respondent be authorised to present a bankruptcy petition based on the 2026 Statutory Demand upon expiry of 14 days from today.

(5)  Costs of both applications be paid by the Applicant to the Respondent, summarily assessed at HK$170,000.

The Applicant appeared in person in HCSD 69/2025 and HCSD 25/2026

Mr Raymond Ho, instructed by C.T. Chan & Co., for the Respondent in HCSD 69/2025 and HCSD 25/2026