Read the full judgment text of HCCW 000668/2000 on BabelCite. This High Court CFI judgment was delivered on 24 April 2001 before Hon Yuen J (Maria Yuen).
Companies – winding-up – striking out – contributory's petition – s.168A and s.177(1)(f) of the Companies Ordinance (Cap 32) – s.180(1A) – alternative remedy – remedy of last resort – private family company producing Wong To Yick Wood Lock Ointment – three of eight children Petitioners holding 20% of shares against 1st Respondent's 45% – allegations of disclosure of production line and formula, exclusion from premises, and replacement as directors – whether to strike out winding-up claim when alternative s.168A buy-out also sought – solvent, highly profitable company with fixed assets of nearly $24m, net current assets over $51m, and net profit over $38m, operating under validation order – 35% held by innocent shareholders – winding-up is remedy of last resort and would not be granted where petitioners act unreasonably in insisting on it instead of pursuing s.168A remedy – Virdi v Abbey Leisure Ltd distinguished because s.168A provides for court-assessed fair value – no real prospect of winding-up order at hearing – winding-up would destroy goodwill and know-how of unique Chinese medicinal product – application granted – paragraph 51 and prayer (1) struck out – Petitioners to bear 1st Respondent's costs on order nisi – appeal noted to Court of Appeal in CACV 867/2001
Legal issues: Whether to strike out the winding-up claim in favour of s.168A alternative remedy
Outcome: Application granted; the winding-up claim and corresponding prayer in the Petition were struck out. Petitioners ordered to bear the 1st Respondent's costs of the application on an order nisi basis.
Cited by 3 cases