CHENG WAI LUN WILLIAM v. Archery Association of HONG KONG, CHINA

HCMP 395/2025

[2026] HKCFI 3917

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 395 OF 2025

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J U D G M E N T

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A.  Introduction

1.  This action concerns the internal disciplinary proceedings of the Defendant.

B.  Material Background

2.  The Defendant is a company limited by guarantee.

3.  As the local governing body of the sport of archery, the Defendant is a member of the Sports Federation & Olympic Committee of Hong Kong, China.  It is responsible for selecting and arranging delegates representing Hong Kong to compete in the Olympic Games, the Asian Games, and the Eastern Asian Games.

4.  The Defendant has 3 types of membership:- (i) club membership; (ii)  individual membership; and (iii)  honorary membership.

5.  The Plaintiff has been:-

(1)  an individual member of the Defendant; and

(2)  registered as a coach and a judge with the Defendant.

6.  The Plaintiff is an outstanding archery coach.  He has received multiple awards from the Defendant.

B2.  The Defendant’s AA and By-Laws

7.  Under article 13 of the Defendant’s articles of association (the “AA”), the executive committee (the “EC”)  is responsible for the management of the affairs of the Defendant.

8.  Under article 51 of the AA, the EC shall have the full power to make rules and bye-laws for “the good conduct” of its members and in relation to the Defendant’s affairs and for “good conduct and discipline of all persons (whether members of the [Defendant] or not)  taking part in any of the activities of the [Defendant] or in any activities with which the [Defendant] may be associated”.

9.  In the premises, pursuant to clause 5(d)(v)  of the Defendant’s Bye-Laws, a disciplinary sub-committee (the “DSC”)  has been formed.  Whilst there are no rules providing for the disciplinary procedure, there is a 2-page flow chart, which, essentially, provides that the DSC would conduct hearings, adjudicate complaints, and report results to the EC.  The EC may then endorse or disapprove the decision of the DSC.

B3.  The Complaint against the Plaintiff

10.  On 24 April 2024, the Defendant received a complaint letter (the “Complaint Letter”)  from a club member, namely 培雅會, regarding the Plaintiff’s inappropriate language and suspected sexual harassment committed during and after the Archery Championship at the 67^th Festival of Sport.

11.  The accusations against the Plaintiff under the Complaint Letter can be summarized as follows:-

(1)  The Plaintiff insidiously took a video of Mr Lung Man Hin (“Mr Lung”)  while he was taking part in a competition with the wrong shooting posture.

(2)  The Plaintiff uploaded the said video onto a WhatsApp group with other photos of his own student who was penalized for missed shots and prevented from continuing with the competition.  The Plaintiff added a caption “誤人子弟，第一個坐GG監”.  This constituted doxing, smearing, and an internet trial (起底，抹黑，公審).

(3)  The Plaintiff asked Mr Lung’s coach, namely Ms Lee Wan Yi (“Ms Lee”), to tell her student not to speak at the shooting line.  This allegedly constituted harassment to Ms Lee and undermined the fairness of the competition.

(4)  The Plaintiff uploaded a photo of six pork buns onto Facebook, and he added the following caption: “今日口爆了兩次，一是口爆教訓隔籬個位控制吓個學生唔好犯錯 二是比呢六個生煎包口爆了，好熱、好多汁、好脆”.  It was alleged that this post had sexual implications, and it directed at Ms Lee.

12.  By email dated 14 June 2024, the Defendant’s secretariat, inter alia: -

(1)  provided a copy of the Complaint Letter to the Plaintiff;

(2)  informed the Plaintiff that 培雅會 had lodged a complaint regarding his inappropriate language and suspected sexual harassment committed during the Archery Championship at the 67^th Festival of Sport;

(3)  informed the Plaintiff that disciplinary proceedings would be commenced; and

(4)  invited the Plaintiff to respond.

13.  On 26 June 2024, the Plaintiff provided a preliminary response in writing.  In gist, his response to the accusations under the Complaint Letter was as follows: -

(1)  During the Archery Championship at the 67^th Festival of Sport, Mr Lung sought instructions or guidance from Ms Li (who was his coach)  when he was on the shooting line.  As such, the Plaintiff bona fide reminded Mr Lung and Ms Li that their conduct was impermissible.

(2)  The comment of “誤人子弟，第一個坐GG監” was a friendly remark that mocked his friend, namely Mr Wong Kam Shing (黃錦成).  It had nothing to do with Mr Lung and/or Ms Lee.

(3)  As regards the Facebook post, what the Plaintiff intended to say was that “一是爆口教訓隔籬個位控制吓個學生唔好犯錯”.  The phrase “口爆” was a typo, and the error was rectified immediately within a few minutes after the post was uploaded

14.  On 9 July 2024, the Defendant’s secretariat, by email, informed the Plaintiff that a disciplinary hearing would take place on 16 July 2024.  It is not in dispute that the Defendant’s DSC and/or secretariat had not, in advance, consulted the Plaintiff as to whether he was available.

15.  The Plaintiff was, in principle, willing to attend a disciplinary hearing.  However, he could not attend the scheduled hearing on 16 July 2024 as he had made prior arrangements to attend overseas archery training sessions with his students (which were fixed about a year ago).

16.  In the circumstances, on 16 July 2024, the DSC proceeded with the disciplinary hearing in the Plaintiff’s absence.

17.  The DSC decided that:-

(1)  The Plaintiff had breached the Code of Conducts of Coach by using inappropriate and foul language.

(2)  The Plaintiff’s Facebook post contained an implicit reference to Ms Lee and was an act of trampling on females.

(3)  As regards doxing and smearing Mr Lung, under the guidelines on the use of venues issued by the Leisure and Cultural Service Department, it was inappropriate for the Plaintiff to take photos or videos of others.

18.  On 20 July 2024, the Plaintiff was informed of the DSC’s decision to suspend his duty as a judge until the meeting of the EC in September.

19.  On 16 September 2024, the Plaintiff attended the meeting of EC (the “16 Sep EC Meeting”): -

(1)  Despite the Plaintiff’s request, his lawyers were not allowed to attend the 16 Sep EC Meeting.  The chairman of the 16 Sep EC Meeting, namely Mr Lau Kun Hung, appeared to take the view that it was premature for the Plaintiff to engage lawyers as he had the right to bring an appeal (when there was none).

(2)  According to the Plaintiff, he did not even have the opportunity to make submissions on questions relating to sentencing at the 16 Sep EC Meeting.

20.  On 19 September 2024, the Defendant issued a letter to the Plaintiff.  In short, he was informed that the outcome of the disciplinary hearing was approved by the EC at the 16 Sep EC Meeting, and his membership with the Defendant (including his eligibility as coach and judge)  would be suspended for a period of 3 years with effect from 17 September 2024.

C.  Legal Principles

21.  It is trite that a company’s articles of association represent a contract between the company and its members: see Chan Kin Tat & Ors v Volleyball Association of Hong Kong Ltd [2023] HKCFI 2064 at para 20 (per DHCJ Norman Nip SC); section 86 of the Companies Ordinance (Cap 622).

22.  In Yang Zhizhong v Nomura International (Hong Kong)  Ltd [2024] HKCFI 2192 at para 156, Cheng J, referring to Braganza v BP Shipping Ltd [2015] 1 WLR 1661 at paras 18 to 19, 23 to 24, 30 and 57, stated:-

“where a contract provides an apparently unqualified power or discretion, the term is generally to be construed as being subject to an implied requirement that it can only be exercised in good faith, rationally and for proper purposes, and not arbitrarily or capriciously or in a manner which is not bona fide” (emphasis added)

23.  In Hong Kong Rifle Association v Hong Kong Shooting Association [2007] 4 HKLRD 212, one of the disputes concerned the reasonableness and rationality of the exercise of discretion by Hong Kong Shooting Association (i.e. the governing body of the sport of shooting in Hong Kong)  under its articles.  In paragraphs 89 and 90, Saunders J stated: -

“89. On the same basis, I am satisfied that the Council of the HKSA, being satisfied that a candidate for admission to membership, or reinstatement to membership, meets the relevant criteria, still has an discretion whether or not to admit, or reinstate as the case may be, the membership of the candidate.

90. The discretion is one however, which may not be exercised capriciously or unreasonably. This restriction arises from the monopolistic nature of the HKRA, that is as the sole governing body of the sport of shooting in Hong Kong.” (emphasis added)

24.  Saunders J further pointed out that the principles of natural justice must be observed when dealing with the rights of immediate members.  In paragraphs 116 to 119, His Lordship stated:-

“116. Although the HKSA is a company limited by guarantee, the practical reality of the situation is that it is an association of members for a particular purpose. Its purpose is not, unlike the usual case of a company with shareholders, and limited liability, to be in business for a profit. Instead, its role is limited to the governance and promotion of the sport of shooting in Hong Kong. It is particularly relevant that the members of the HKSA are not private individuals, but the sporting clubs to whom private individuals belong, should they wish to be engaged in support of shooting.

117. In the circumstances, and dealing as it does with the rights of its immediate members, the shooting clubs, and indirectly, the rights of the members of the shooting clubs, it is not difficult to conclude that the principles of natural justice must be observed when dealing with those rights.

118. The principles of natural justice have been held to be applicable in the case of companies of this nature: see Coleg Elidyr (Camphill Communities Wales)  Ltd v Koeller [2005] EWCA Civ 856, [2005] 2 BCLC 379.

119.  In applying the principles of natural justice, it is trite to say that a person who holds a discretion must exercise that discretion only when required to do so, and only upon the basis of relevant factors in existence at the time that person is required to exercise the discretion.”

(emphasis added)

25.  Along the same vein, in Baroness Baillieu v Foreign Correspondents’ Club Hong Kong [2009] 5 HKLRD 557 at paras 46 to 48, Stock VP stated: -

“46. The committee of a club is in a quasi-judicial position such that in contemplating suspension or expulsion of a member, it is duty bound to accord to the accused person the right to be heard, particularly because suspension and expulsion carries stigma: D’Arcy v Adamson (1913)  29 TLR 367 at 368; Labouchere v Earl of Wharncliffe (1879)  13 Ch D 346 at 350-351; Burn v National Amalgamated Labourers’ Union of Great Britain and Ireland [1920] 2 Ch. 364.

47. The notion, which the Club appears to have embraced both at the time of the impugned decisions and before this Court, that seemingly open and shut cases derogate from, or excuse a breach of, this duty, is contrary to fundamental and well-established principle:

‘It may be that there are some who would decry the importance which the courts attach to the observance of the rules of natural justice. "When something is obvious," they may say, " why force everybody to go through the tiresome waste of time involved in framing charges and giving an opportunity to be heard? The result is obvious from the start. “Those who take this view do not, I think, do themselves justice. As everybody who has anything to do with the law well knows, the path of the law is strewn with examples of open and shut cases which, somehow, were not; of unanswerable charges which, in the event, were completely answered; of inexplicable conduct which was fully explained; of fixed and unalterable determinations that, by discussion, suffered a change. Nor are those with any knowledge of human nature who pause to think for a moment likely to underestimate the feelings of resentment of those who find that a decision against them has been made without their being afforded any opportunity to influence the course of events.’

John v Rees [1970] 1 Ch. 345 at 402 per Megarry J.

48. A purported suspension or expulsion effected in breach of the rules of natural justice is, as a matter of law, inoperative:

‘No proceeding in the nature of a judicial proceeding can be valid unless the party charged is told that he is so charged, is called on to answer the charge, and is warned of the consequences of refusing to do so. As no such notice was given here, I think that the removal is altogether a void act, and I am therefore of opinion that the plaintiff is still a member of the society.’

Innes v Wylie (1843)  1 Car & Kir 261 at 263 per Lord Denman C.J.  See also Gray v Allison (1909)  25 TLR 531; Chan Ho Har Wane Daisy v Clear Water Bay Golf and Country Club [1992] 2 HKC 604; and Halsbury’s Laws of England 4^th Ed., Vol.  6 para 132.”

(emphasis added)

26.  In AB v the University of XYZ [2020] EWHC 2978 at para 54, DHCJ Hugh Southey QC, citing R v Disciplinary Committee of the Jockey Club ex p Aga Khan [1993] 1 WLR 909, stated: -

“Contractual provisions providing for a disciplinary process will generally include an implied term that the process will be fair.” (emphasis added)

27.  In Bradley v The Jockey Club [2007] LLR 543, Richards J cited an unreported interlocutory judgment of the English Court of Appeal in Modahl v British Athletic Federation Ltd delivered on 28 July 1997.  There, Lord Woolf MR stated: -

“I can see no reason why there should be any difference as to what constitutes unfairness or why the standard of fairness required by an implied term should differ from that required of the same tribunal under public law.”

D.  Deliberation

28.  On the strength of the authorities canvassed in Section C above, I have no hesitation in finding that the Defendant was under implied obligations to ensure that: -

(1)  the disciplinary proceedings against the Plaintiff were conducted in accordance with the principles of natural justice; and

(2)  it must not exercise its discretion in relation to the procedural matters regarding the disciplinary proceedings in a capricious or irrational manner.

29.  For the following reasons, I have come to the view that the Defendant failed to honour these implied obligations.

30.  First of all: -

(1)  I am unable to discern any sensible or logical reason as to why the Defendant’s secretariat would take the view that the disciplinary hearing should take place on 16 July 2024 when the Plaintiff had a legitimate explanation as to why he was unable to attend the same on short notice.  As mentioned, whilst the Plaintiff was only given a 7-day notice in advance, he had already made prior arrangements to attend overseas archery training sessions with his students (which were fixed about a year ago)

(2)  There was no urgency in the circumstances. There was no suggestion that it would be impossible to conduct a disciplinary hearing on a later date.  There was also no suggestion that the Plaintiff sought to play delaying tactics.

(3)  It seems obvious to me that the Plaintiff’s attendance of the disciplinary proceedings was of crucial importance, in that he could, in his own words, explain his choice of words regarding the Facebook post, what he meant in the WeChat message as well as circumstances relating to the dispute regarding Mr Lung’s conduct at the shooting line during the Archery Championship at the 67^th Festival of Sport.  These were matters that the DSC should consider, and the Plaintiff was entitled to give an account of the events from his perspectives.  It cannot be said that the Plaintiff’s presence at the disciplinary hearing would not have made a difference.

(4)  I am not of the view that a fair hearing could have taken place in the absence of the Plaintiff; nor am I of the view that the Plaintiff could be criticized for not abandoning his students at the 11^th hour.

(5)  In my view, the Defendant’s conduct was unreasonable and irrational, and it had exercised its discretion as to the arrangement of the disciplinary hearing in a manner that was irrational, unfair, and highly prejudicial to the Plaintiff.

(6)  For completeness, there is no room for the Defendant to make a song and dance about the fact that the Plaintiff did not actively apply for an adjournment.  I cannot see how the Defendant could put the blame on the Plaintiff when it was the one who unilaterally fixed the disciplinary hearing on extremely short notice.  This should not have happened in the first place.  Further, there is no room for the Defendant to suggest that the Plaintiff must have known about the process of the disciplinary proceedings.  In this connection, the Defendant’s internal guideline was only disclosed after these proceedings were commenced.  Indeed, the Plaintiff was not informed that he could have made an application to adjourn the disciplinary hearing scheduled on16 July 2024.  In any event, as stated in its letter dated 12 July 2024, it was clear that the stance of the Defendant was such that despite the Plaintiff’s absence, the disciplinary hearing must proceed.

31.  Second: -

(1)  I accept the submissions of Mr Sanjay Sakhrani, together with Mr Wayne Hariman[1], that the Defendant had failed to identify, with clarity, the actual case that the Plaintiff had to meet before the DSC exercised its disciplinary power.

(2)  This is fundamental to the principles of natural justice: see Baroness Baillieu at para 48.

(3)  It is true that a copy of the Complaint Letter was provided to the Plaintiff.  However, the Complaint Letter is an emotionally charged document that attacks various aspects of the Plaintiff’s characters and conduct in a scattered manner.  The Complaint Letter cannot substitute a properly prepared statement, which set out (i)  the material facts that constitute the charges against the Plaintiff and (ii) the relevant provisions or rules that the Plaintiff had allegedly contravened.

(4)  In this connection: -

(a)  It is noteworthy that the DSC appeared to take the view that it was inappropriate for the Plaintiff to take photos of Mr Lung as this was not in accordance with the guidelines on the use of venues issued by the Leisure and Cultural Services Department.

(b)  However, throughout the course of the disciplinary proceedings, the Plaintiff had not been referred to the alleged guidelines in question.

(c)  It transpired that after the disciplinary proceedings were concluded, the Plaintiff’s solicitors raised an enquiry with the Leisure and Cultural Services Department, and they were informed by the Leisure and Cultural Services Department that there was no objection to the public engaging in personal leisure photography and videography at premises operated by the Leisure and Cultural Services Department.

(5)  This example demonstrates that the DSC could be confused as to the relevant guidelines adopted by the Leisure and Cultural Services Department.  This was a consequence of not having a properly prepared statement that set out the relevant provisions or rules that the Plaintiff had allegedly contravened.  Not only were the findings against the Plaintiff unsafe, but, more importantly, the principles of natural justice had not been complied with.

32.  Third: -

(1)  What is even more worrying is that the DSC’s findings against the Plaintiff go beyond the accusations under the Complaint Letter, and the Plaintiff had no opportunity to address the accusations relating to these findings.

(2)  The DSC found that the Plaintiff spoke foul language (粗言穢語).  However, this was not even an accusation that was covered by the Complaint Letter.

(3)  It is uncertain as to how the DSC came up with this finding.  More fundamentally, the Plaintiff had no opportunity to respond to the suggestion that he spoke foul language (粗言穢語).  This could be a consequence of not having a properly prepared statement that set out the material facts that constitute the charges against the Plaintiff.

(4)  I am not of the view that the principles of natural justice were observed.

33.  Fourth: -

(1)  The transcripts of the disciplinary proceedings show that the DSC had received evidence from Ms Lee regarding the following allegations or accusations-

(a)  The Plaintiff uploaded another post on Facebook with the words “bin c ing” (which means “whipping corpse”), and this was another implicit attack against Ms Lee.

(b)  The Plaintiff uploaded another post on Facebook producing Ms Lee’s photos and another post which might be related to what Ms Lee joked about herself previously.

(c)  When Ms Lee joined an overseas course back in November 2023, the Plaintiff made a joke that the participants operated a whore house.  This was obviously inappropriate.

(2)  None of the aforesaid matters was related to the accusations under the Complaint Letter, and, as such, the Plaintiff had no opportunity to address the same.  Nevertheless, the chairman of the DSC, namely Mr Lakhvinder Singh, was keen on making enquiries into the development, including Ms Lee’s complaints to the Equal Opportunities Commission.

(3)  I fully appreciate that the disciplinary proceedings were informal in nature.  Be that as it may, bearing in mind (i) the fact that no prosecution statement was prepared for the purpose of defining the ambit of the complaints against the Plaintiff and (ii) the chairman’s response and attitude, I accept Mr Sakhrani’s submission that there was a strong impression that the DSC was influenced by irrelevant, extraneous, and prejudicial matters.  I am unable to form a view that the DSC had excluded and ignored the irrelevant or additional accusations, to which the Plaintiff had no opportunity to respond.

(4)  After all, justice must not only be done, but also be seen to be done.  Likewise, natural justice must not only be done, but also be seen to be done.  In the present case, I am not satisfied that natural justice was seen to be observed.

34.  Fifth: -

(1)  Bearing in mind that the Plaintiff’s professional reputation and career as an archery coach/judge were at stake, I am unable to discern any sensible reason why the chairman of the EC, namely Mr Lau Kun Hung, should disallow the Plaintiff from being accompanied by his legal representatives to attend the 16 Sep EC Meeting.

(2)  In this connection, what was most worrying was that the chairman of the EC appeared to take the view that it was premature for the Plaintiff to engage lawyers as he had the right to bring an appeal, and, as such, his lawyers could subsequently study the records and documents to find out whether there was any error.  Unfortunately, it transpired that the EC’s decision was final, and there was no mechanism for appeal.

(3)  There was every reason to believe that the decision of the chairman of the EC stood on a false premise and that he misunderstood the Defendant’s internal procedure.  I cannot see how it can be said that such a decision was reasonable and rational.  In any event, even if the Plaintiff had a right to appeal, this was still not a sound reason to deny him the opportunity to have legal representation.

(4)  Obviously, the Plaintiff was substantively prejudiced.  Without legal representation, the Plaintiff could not have meaningfully addressed the EC as to the procedural unfairness and impropriety in relation to the disciplinary proceedings before the DSC.

35.  Sixth: -

(1)  In light of the seriousness of the sanctions (i.e. suspension of membership for 3 years), I am of the view that the Plaintiff should be given an opportunity to address the EC and/or the DSC in regard to the appropriate sanctions.

(2)  However, there is not a shred of evidence showing that EC and/or DSC had given the Plaintiff an opportunity to make submissions and/or file materials for mitigation.

(3)  In my view, this was procedurally unfair.

(4)  I cannot see how a rational and/or reasonable tribunal would impose sanctions with serious consequences without giving the accused an opportunity to make a plea in mitigation.

E.  Conclusion and Disposition

36.  For all the above reasons, I conclude that the disciplinary proceedings against the Plaintiff were conducted in a manner that was in breach of the principles of natural justice and irrational/unreasonable in multiple respects.

37.  If the Defendant is keen on pursuing disciplinary proceedings against the Plaintiff, the process must be reinitiated afresh in an acceptable manner.

38.  For completeness, I should point out that: -

(1)  Mr Sakhrani also contended under article 7(c)  of the Defendant’s AA, it was not open to the Defendant’s EC to suspend the Plaintiff’s membership for a period exceeding 6 months.

(2)  It is not in dispute that the DSC was set up pursuant to article 51 of the Defendant’s AA for ensuring the good conduct of its members.  Mr Sakhrani pointed out that under article 51, the EC’s power (by itself or through any sub-committee)  to make bye-laws is expressly stated to be subject to article 18, which provides that whilst the EC may from time to time make bye-laws, no bye-laws shall be inconsistent with the Defendant’s AA.  Accordingly, since article 7(c)  of the AA provides that the EC only has the powers to suspend membership for a period not exceeding 6 months, there is no room for the EC and/or the DSC (which was set up pursuant to article 51)  to suspend the Plaintiff’s membership for a period as much as 3 years.

(3)  I see the force of Mr Sakhrani’s submission. This could be an additional reason why the EC and/or DSC’s decision to suspend the Plaintiff’s membership for 3 years could not stand.  However, for reasons canvassed in Section D above, it is unnecessary for me to form a conclusive view on this issue.  If necessary, this is an issue to be resolved conclusively on another occasion.

39.  Meanwhile, I will: -

(1)  grant the declaratory relief sought under paragraphs 1 to 3 of the Plaintiff’s originating summons; and

(2)  grant the injunctive relief sought under paragraph 4 of the Plaintiff’s originating summons.

40.  However, I will not award any damages in favour of the Plaintiff as the Plaintiff has failed to adduce any meaningful or concrete evidence to show that he has suffered any loss or damage (such as loss of income).

41.  Costs should follow the event.

42.  I make a costs order nisi that the Defendant shall pay the Plaintiff’s costs in these proceedings, to be taxed if not agreed (with certificate for 2 counsel).

43.  Lastly, I thank Mr Sanjay Sakhrani, Mr Wayne Hariman, and Mr Paul Wong for their helpful assistance.