Yao Juan v Kwok Kin Kwok Re: Crown Treasure Limited
13 Mar 2018
J and K were both 50% shareholders in CT, a BVI company which, through SN, another BVI company, held a majority shareholding in XRVH, a Chinese trading company that owned and operated a hotel in Xiamen, China. K was the sole director of CT and SN and was the chairman of the board of XRVH. The joint venture commenced in 2005 but by 2010 the parties were at loggerheads.
J alleged an agreement or understanding that she would be entitled to participate equally with K in the management of the companies and the hotel and that K would not take any major decisions without the knowledge and consent of J. She alleged serious breaches of the agreement or understanding by K. At trial, virtually every aspect of the history of the project and the relationship between the parties was in dispute.
Following a trial lasting over six weeks, J was constrained by the evidence to abandon her allegation of quasi partnership and improper exclusion. Nevertheless, the judge held that there had been persistent and serious failure by K to inform and consult J in relation to a number of major decisions that impacted severely on J as a shareholder in CT and ordered the winding up of CT on the just and equitable ground.
View judgment here
This case is a salient reminder that a case is not lost until judgment. J’s case was in disarray after the conclusion of the evidence. The decision to abandon the case on quasi partnership enabled J to put her case on failure to inform and consult to the judge without the baggage of what had become a hopeless argument.
The decision has been appealed and a decision is awaited.