Dragonrider Opportunity Fund Lp v. Lam Fung and Another

HCA752/2012

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 752 OF 2012

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J U D G M E N T

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1.The originating summons for summary judgment was originally taken out on 14 June 2012. On 30 November 2012, Stark Moly Limited applied to intervene and the Master made an order on 3 December 2012 hiving off what is known and referred to as the “Angel Wise shares” to be dealt with separately.

2.This application relating only to the Angel Wise shares has to be understood against the backdrop of the judgment that was handed down on 21 May 2013 at the hearing of the originating summons then pursued by Dragonrider Opportunity Fund Limited and Addgood.  The action number is HCA 752/2012.  In that judgment, the relevant background was set out and it will be seen that Angel Wise was one of the several investors in this venture and was entitled to exercise the put option in the event predicated under the agreement governing the original investment as amended by a supplemental agreement. 

3.The same points are taken in relation to this application for specific performance as were taken in HCA 752.  No new point has been raised and, in due course, the appeal in HCA 752 will be heard by the Court of Appeal.  As no new reason has been advanced to cause me to change my mind on this application, I will order specific performance as sought.

4.There is a matter that should be mentioned and that is that Angel Wise went into liquidation in April 2012, having earlier charged its shares in favour of Stark Moly.  The liquidators and Stark Moly have now reached a compromise resulting in Stark Molly’s withdrawal of the relief it sought in the summons it filed for intervention and both Stark Moly and the liquidators, through their solicitors, have authorised Dragonrider to pursue the present application.

5.Mr Kwok raised a point in relation to the draft minutes of order that had been attached to a letter from the plaintiff’s solicitors.  Master Kwang had granted leave to the plaintiff to file one further supplemental affirmation to exhibit two letters, one from the liquidators of Angel Wise and one from Stark Moly and the 1st defendant was given leave to file and serve an affirmation in reply.  No such reply affirmation has been filed.

6.Whilst some point was taken about it not being clear that Stephenson Harwood had authority to act for or are the solicitors representing the liquidators, it is a matter that was addressed in the affidavit exhibiting the letters.  I am satisfied that there is nothing wrong with the proposed minutes of order in that regard. 

(Discussion re draft minutes and costs)

7.I am not going to allow the 2^nd defendant’s costs, so I am going to take out paragraph 5 of the draft minutes.  (Short adjournment for the draft minutes to be revised).

8.I make an order in terms of the revised version.

Mr Jenkin Suen, instructed by Squire Sanders, for the plaintiff

Mr Tim Kwok, instructed by Kenneth C C Man & Co, for the 1^st defendant

Mr Jason Toms, of Reed Smith Richards Butler, for the 2^nd defendant