Ironwood Capital Ltd and Others v. Du Wang and Others

Read the full judgment text of CACV 34/2007 on BabelCite. This Court of Appeal judgment was delivered on 19 July 2007 before Rogers VP, Reyes J.

Civil procedure – consolidation of actions – two High Court actions arising from the same dealings between the parties – account action alleging failure to account by defendants who operated accounts on behalf of plaintiffs – recovery action alleging plaintiffs were misled by defendants' statements regarding availability of funds for investment transactions – whether the actions should be tried at the same time before the same judge or whether the account action should be tried first – held, the actions should be consolidated and heard by the same judge, but the account action should be tried and decided first before the recovery action, with findings in the first action standing as findings in the second – reasons include the need to resolve the disputed question of funds available in the defendants' accounts before the recovery action can be properly tried, avoidance of divergent findings, and reduction in complexity and length of the recovery action – application for a stay of the recovery action refused – further case management directions on discovery, witness statements, and timing left to the trial judge – appeal allowed in part.

Legal issues: Sequencing of consolidated actions

Outcome: Appeal allowed in part. The order of Chung J that the two actions be tried at the same time before the same judge was set aside. The actions were ordered to be consolidated, to be heard by the same judge, but with the account action (HCA 2836/2004) to be tried and decided first before the recovery action (HCA 76/2005), and findings in the first action to stand as findings in the second.

Cites 2 cases

Case No.CACV 34/2007
Court
Court of Appeal
Date19 Jul 2007
JudgeRogers VP, Reyes J
Case Document
100%Judiciary

cacv 34/2007 AND cACV 35/2007

CACV 34/2007 CACV 34/2007

in the high court of the

hong kong special administrative region

court of appeal

civil appeal no. 34 of 2007

(on appeal from HCA NO. 76 of 2005)

______________________

BETWEEN

  IRONWOOD CAPITAL LIMITED 1st Plaintiff
  KTH INVESTMENTS LIMITED 2nd Plaintiff
  CHINESE ENTERPRISES INVESTMENTS DEVELOPMENT LIMITED 3rd Plaintiff
  and  
  DU WANG 1st Defendant
  VIVIAN DING LI 2nd Defendant
  KTH CAPITAL MANAGEMENT LIMITED 3rd Defendant
  KTH CAPITAL LIMITED 4th Defendant

CACV 35/2007

in the high court of the

hong kong special administrative region

court of appeal

civil appeal no. 35 of 2007

(on appeal from HCA NO. 2836 of 2004)

______________________

BETWEEN

  IRONWOOD CAPITAL LIMITED Plaintiff
  and  
  KTH CAPITAL MANAGEMENT LIMITED Defendant

______________________

Before: Hon Rogers VP and Reyes J in Court

Date of Hearing: 13 July 2007

Date of Judgment: 13 July 2007

Date of Handing Down Reasons for Judgment: 19 July 2007

__________________________

REASONS FOR JUDGMENT

__________________________

Hon Rogers VP:

1.This was an appeal from a decision of Chung J given on 24 January 2007 with reasons handed down on 6 February 2007.  The matter before the judge was an application for consolidation of two High Court actions.  The order made by the judge was that the two actions, HCA 2836/2004 and HCA 76/2005, be tried together at the same time before the same judge.  The judge also gave consequential directions as to the filing of witness statements.  At the conclusion of the hearing of this appeal, this court set aside the order of the judge below and ordered that there should be consolidation of the actions but that action 2836/2004, which is referred to as the account action, should be tried and decided first before action 76/2005, which is referred to as the recovery action.  Nevertheless, the matters should be consolidated in the sense that they ought to be heard by the same judge and the findings in the first action should stand as findings in the second action.

2.The two actions arise out of the same dealings between the parties.  Essentially the plaintiff in the first action, which is also the first plaintiff in the second action, was the investment vehicle of the third plaintiff.  In about 2000 the plaintiff in the first action arranged to invest in distressed debts of Chinese corporations.  It was thought that the plaintiffs’ knowledge of Chinese corporations and their financial affairs could be combined with the expertise of the defendants to enable successful trades in distressed debts to be made.

3.In the account action the major allegations are that the defendants, who operated various accounts on behalf of the plaintiffs, have not accounted to the plaintiffs for all that is due to them.  In the recovery action the plaintiffs’ allegation is that the plaintiffs were misled by various statements made by the defendants.  Amongst those statements were statements that the plaintiffs did not have at their disposal sufficient funds to complete particular investment transactions.  The plaintiffs contend that the there were sufficient funds available to them in the accounts operated by the defendants on behalf of the plaintiffs.  There are other issues in particular those relating to the investment transactions themselves and how they were handled by the defendants and claim has been made in respect of further statements that have nothing to do with the account action.

4.The application before the judge was for the two actions to be heard at the same time on the basis that there were common issues involving, in some respects, the same facts and also the same witnesses.  The judge referred to the desirability of having the evidence heard at one time and the avoidance of any divergence in the fact-finding process.  In paragraphs 21 and 22 the judge refers to the question of assessing credibility and it was suggested in the course of argument in this court that he had in mind questions of consistency in findings as to the credibility of witnesses common to both actions.  Overall the judge considered, as he said in paragraph 23, that there would be substantial savings in costs and time if the actions were tried together.

5.Unfortunately, one matter was considered not to be a valid point, namely the question whether there had been sufficient funds in the various accounts at the relevant times when they were needed for particular investments.  The judge took up a suggestion that had been made in argument that that question amounted almost to an admission that, without a finding in the account action, there was insufficient evidence in the recovery action to establish that there were enough funds.  Possibly because the point appears to have only been raised towards the end of the argument, the judge considered it was not a valid point.

6.The question as to the amounts available to the plaintiffs, which will have to be decided in the account action, is something that, in my view, must be decided prior to the hearing of the recovery action.  It is not a question of the plaintiff having insufficient evidence to prove its case, it is a question of the matter being in dispute between the parties.  Until that dispute is resolved many of the arguments in the recovery action would have to be based upon alternative hypotheses.  That would not only be undesirable but would clearly lengthen the trial of the recovery action and make it far more complex.

7.Whilst I am very mindful of the fact that this court is very reluctant to interfere in case management decisions of the trial court, the appropriate course is in my view clear.  The difficulties of duplication of evidence and duplication of findings, with dangers of divergent findings, can be avoided provided that the appropriate directions, as to the findings in the first action being treated as findings in the second, are given at this stage.  The question of findings as to credibility of particular witnesses cannot be of overriding concern because it frequently happens that a witness is believed in respect of one matter but not in respect of another.  Importantly, it does appear to me that it would be unnecessarily prejudicial to the presentation of the plaintiffs’ case if the matter of the account were not resolved prior to the recovery action.  Furthermore, the efficient administration of the cases, particularly the recovery action, would be enabled and the case may indeed be shortened if the account action were heard first.

8.Mr Thomson (appearing for the plaintiffs) also asked for a stay of the recovery action pending resolution of the account action.  However, I do not believe that a stay is appropriate.  The extent to which the recovery action is to proceed (including discovery and the filing of witness statements) is something best left to the management of the trial judge.  In particular, he can give such directions on discovery and other matters as he feels are necessary to ensure that both actions are progressed expeditiously.  He can also decide how soon, after the account action, the recovery action is to be tried.

Hon Reyes J:

9.I agree.

(Anthony Rogers)
Vice-President
(A T Reyes)
Judge of the Court of First Instance

Mr James Thomson, instructed by Messrs J. Chan, Yip, So & Partners, for the Plaintiffs/Appellants

Mr Jeremy Bartlett, instructed by Messrs Richards Butler, for the Defendants/Respondents

Other Judgments in This Case

Further hearings and rulings under CACV 34/2007