CHIN CHOON ONN AND ANOTHER v. LAI SUM HUNG AND OTHERS

HCA 1227/2022

[2026] HKCFI 2147

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 1227 OF 2022

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BETWEEN

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DECISION ON COSTS

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1.  By decision dated 28 January 2026 ([2026] HKCFI 695)[1]:-

(1) I entered summary judgment in favour of the Committee for declarations that (i) Mr Lai was never validly appointed as a director of the Company; (ii) the 1^st and 2^nd Purported Allotments on 10 January 2022 and 8 July 2022 were void and invalid; and (iii) the Purported Amendment of Articles on 28 March 2022 was void and/or invalid.

(2) I made no order as to the Injunction Variation Application.

2.  By summons dated 4 February 2026, the Committee seeks to vary the costs order nisi under the said decision. On 30 March 2026, the Committee took out another summons seeking to amend its earlier summons dated 4 February 2026.

3.  In gist, the Committee proposes that:-

(1) the costs of the O14 Application be paid by Mr Lai and Far Trillion forthwith, to be summarily assessed;

(2) the costs in respect of the claims under prayers (0) to (8) in the Amended Statement of Claim filed on 23 April 2025 be paid by Mr Lai and Far Trillion to be taxed if not agreed (with certificate for 2 counsel); and

(3) the costs in respect of the Injunction Variation Application be paid by Mr Lai and the Company, to be summarily assessed.

4.  Pursuant to my directions, Mr Keith Lam (for the Committee) has lodged written submissions on 20 February 2026 and 30 March 2026. However, Mr Lai, Far Trillion, and the Company have not lodged any written submissions.

5.  I agree with Mr Keith Lam’s submissions that the summary judgment that I entered in favour of the Committee has effectively disposed of the Committee’s underlying claims under prayers (0) to (8) in the Amended Statement of Claim, and there is no question that the Committee is the effective winner in respect of these claims.

6.  Mr Lai and Far Trillion opposed the Committee’s claims under prayers (0) to (8) in the Amended Statement of Claim, but failed. There is no reason why the Committee may not recover the costs in respect thereof from Mr Lai and Far Trillion. Since the claims in question have already been disposed of in favour of the Committee, the Committee is entitled to commence taxation forthwith.

7.  The costs to which the Committee is entitled shall subsume the costs in respect of the O14 Application (which is part and parcel of the prosecution of the claims under prayers (0) to (8) in the Amended Statement of Claim).

8.  However, bearing in mind that the background relating to these proceedings is complicated, that substantial documents and evidence are involved, and that taxation will have to be commenced anyhow, I am of the view that it would be convenient and appropriate to order that the costs of the O14 Application be taxed forthwith (rather than summarily assessed).

9.  I now deal with the costs in respect of the Injunction Variation Application.

10.  Having reviewed the circumstances relating to these proceedings, it appears obvious to me that the purpose of the Injunction Variation Application was to preserve the stakes held under the Company while the underlying disputes amongst the parties were pending resolution. As there was no guarantee that the O14 Application would have necessarily succeeded, out of an abundance of caution, it was reasonable for the Committee to pursue the Injunction Variation Application.

11.  As pointed out in paragraph 78 of the decision, the Injunction Variation Application was meritorious, and I would have allowed the same had I disallowed the O14 Application.

12.  In this connection, it is worth mentioning that the initial stance of Mr Lai and the Company (which was controlled by Mr Lai) was to oppose the Injunction Variation Application. By the time when counsel for Mr Lai and the Company informed the court that the Injunction Variation Application was no longer opposed, the Committee had already incurred substantial costs in respect thereof.

13.  Having considered all the circumstances in the round, I am of the view that the Committee shall have the costs of the Injunction Variation Application, to be taxed forthwith if not agreed. In light of the complexity surrounding the proceedings, I am not of the view that it would be appropriate to conduct a gross sum assessment.

14.  For all the above reasons, I order as follows:-

(1) Leave be granted to the Committee to amend its summons dated 4 February 2026 as per the draft amended summons annexed to the Committee’s summons dated 30 March 2026.

(2) There be no order as to costs in respect of the Committee’s summons dated 30 March 2026.

(3) Mr Lai and Far Trillion do pay the Committee’s costs in respect of the underlying claims in the present action under prayers (0) to (8) in the Amended Statement of Claim filed herein on 23 April 2025 (including all costs previously reserved), to be taxed forthwith if not agreed (with certificate for 2 counsel).

(4) Mr Lai and Far Trillion do pay the Committee’s costs in respect of the O14 Application, to be taxed forthwith if not agreed (with certificate for 2 counsel).

(5) Mr Lai and the Company do pay the Committee’s costs in respect of the Injunction Variation Application, to be taxed forthwith if not agreed (with certificate for 2 counsel).

(6) There be a costs order nisi that subject to paragraph (2) hereinabove, Mr Lai, Far Trillion, and the Company do pay the Committee’s costs in respect of the application under the summons dated 4 February 2026 seeking to vary the costs order nisi under the decision dated 28 January 2026, to be taxed forthwith if not agreed (with certificate for 1 counsel).

15.  I thank Mr Keith Lam for his very helpful assistance.