RE SUCCESS LANE DEVELOPMENT LTD

HCCW 3/2025

[2025] HKCFI 4808

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) PROCEEDINGS NO 3 OF 2025

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D E C I S I O N

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I.  INTRODUCTION

1.  For the reasons in §37 of the Reasons for Judgment I handed down on 18 March 2025 ([2025] HKCFI 1121), I ordered Ms Yung to be joined to the proceedings for the purpose of costs only.

II.  SERVICE OF PETITIONER’S WRITTEN SUBMISSIONS

2.  Before I substantively deal with the costs issue, I have to deal with the service of the Petitioner’s written submissions first. Ms Yung alleges that there has no proper service of the Petitioner’s written submissions, and so the application for costs against her personally shall be dismissed for non-compliance.

3.  Pursuant to my directions made on 17 March 2025, on 23 July 2025, the Petitioner filed written submissions. Further, according to the Petitioner’s solicitors’ letter dated 23 July 2025 issued to Ms Yung on 21^st Floor, CMA Building (“Ms Yung’s Correspondence Address”), a clerk of the Petitioner’s solicitors attended Ms Yung’s Correspondence Address attempted to serve the written submissions and other relevant documents (the “Documents”) at the table of Ms Yung’s Correspondence Address but the receptionist there refused to accept the same and to stamp a receipt chop. The clerk then left the Documents at Ms Yung’s Correspondence Address.

4.  On the very same day, that is, 23 July 2025, Ms Yung wrote a letter that in an earlier letter dated 12 February 2025, she had already written:-

“Effective immediately [from 12 February 2025], without a clear understanding of the document in question, we are unable to stamp the ‘receipt chop’ on any letter requesting confirmation of document service. You are required to allow our staff to take a copy of your record for our reference. Without being allowed to record the delivery, we will not stamp the receipt chop. Any documents attempted to be served without providing proper records will not be accepted and returned.”

5.  Ms Yung requested a copy of the record from the server because, according to her letter dated 12 February 2025 sent to the Petitioner’s solicitors:-

“… we were asked to stamp the ‘receipt chop’ on your record; however, your colleague refused to provide us with a copy of the document in question.

This raises serious doubt about your true intentions in ensuring the correct and proper documents are served to us. We cannot rule out the possibility that attempts have been repeatedly made to cause confusion regarding which documents have actually been served.”

6.  From the above, I make the following observations:-

(1)  Ms Yung has never disputed that Ms Yung’s Correspondence Address would be effective for receiving documents for her attention. What she said was that she would refuse to stamp a receipt chop if her staff would not be allowed to take a copy of the “record”.

(2)  Any suggestion that there was any “possibility that attempts have been repeatedly made to cause confusion regarding which documents have actually been served” is baseless. I reject the same as such because first, it is a serious allegation against solicitors that they would deliberately set a trap for the receiver of legal documents to stamp a receipt chop on some other documents; and second, I find no reason why any solicitors firm would do so, and at the very least, I find no reason why the Petitioner’s solicitors would do so. To do so would serve no good purpose to the Petitioner or the Petitioner’s solicitors. Indeed, Ms Yung has no evidence to suggest why the Petitioner or its solicitors would like to do so.

(3)  Service of the written submissions does not require personal service. As a matter of law, under Order 65 rule 5(1) of the Rules of the High Court, service of the written submissions can be effected by leaving the submissions at the proper address of the person to be served. Here, the only dispute is that Ms Yung’s staff could not take a copy of the document for stamping the receipt chop. As said, there is no dispute that Ms Yung’s Correspondence Address would be effective for receiving documents for her attention. There is no dispute that the Documents were left at Ms Yung’s Correspondence Address.

(4)  Based on the above, it is my finding that the service of the Documents, including the Petitioner’s written submission, was duly effected on 23 July 2025 and brought to Ms Yung’s attention. That would be sufficient. Whether Ms Yung would like to stamp a chop and/or open the Documents to read them would be a matter for Ms Yung, but this would have no impact at all on the due service of the Documents in accordance with Order 65 rule 5 of the Rules of the High Court.

7.  On 11 August 2025, Ms Yung wrote a letter to the Court alleging that:-

(1)  She did not receive the Petitioner’s written submissions on 23 July 2025. She had written on 23 July 2025 to the Petitioner’s solicitors for proper service.

(2)  On 24 July 2025, she emailed the Petitioner for delivery of the written submissions, but there was no reply.

(3)  On 29 July 2025, the Petitioner’s solicitors delivered some other documents to Ms Yung’s Correspondence Address, which Ms Yung accepted, but not the written submissions.

(4)  Ms Yung applied to the Court to (a) record that the Petitioner had not properly served its written submissions by 23 July 2025; (b) the Petitioner’s application for personal costs against her be dismissed for non-compliance with the Court’s directions; (c) costs thrown away; and (d) costs of the Petitioner’s non-compliance.

8.  It is trite that the Court does not entertain applications made by way of letter. Ms Yung must have been well versed with this rule. At least for my part, in my dealing with various proceedings involving Ms Yung as a litigant-in-person, I have time and again replied to her letters purportedly making applications to the Court by stating categorically that the Court does not entertain applications by way of letter. Be that as it may, to save time and costs, and to give a last chance to Ms Yung given that the costs order would be a costs order against her personally, with great reluctance, I still dealt with her application on paper, giving the following directions on 13 August 2025:-

“In respect of Ms Yung’s letter dated 11 August 2025, the Court makes the following directions:-

1. Despite the Court’s Order on 17 March 2025, the time for Ms Yung to file and serve her skeleton submissions on personal costs against her be extended until 15 September 2025.

2. There shall be no order on Ms Yung’s application by the said letter to dismiss the Petitioner’s application/opposition for non-compliance with the Court’s directions dated 17 March 2025 be dismissed.

3. The Court shall not entertain any further applications by way of letter. Any applications shall be taken out properly by way of summons supported by affidavit evidence.”

9.  No written submissions were received from Ms Yung even as at today. Instead, on 15 September 2025, the extended deadline for her to file written submissions, she filed a Summons returnable before a Master on 12 November 2025 for the same order she sought in her letter of 11 August 2025 as set out in §7(4) above. Further, on 30 September 2025, she wrote to (1) my clerk; (2) the judge in charge of the Companies Court; and (3) High Court Registry, referring to her telephone conversation with my clerk in the afternoon of 30 September 2025 and alleging that my clerk confirmed to her that the Petitioner did not file and serve its written submissions on 23 July 2025.

10.  While I shall not deal with the Summons here and hopefully my Decision here will be helpful to the Master seized of the Summons, I must state categorically that it was impossible for my clerk to confirm with her that no written submissions were served on her. It was also impossible for my clerk, any staff from the Registry, or the Court to confirm over telephone that certain documents had or had not been served, because service of documents is done by the opposite party but not the Court. As regards filing of the written submissions, from my directions given on 13 August 2025, there was no way for any understanding that the Petitioner had not filed or lodged its written submissions, and in any event, it was for Ms Yung as a party to the proceedings to inspect the court file on her own under Order 63 of the Rules of the High Court and thus it was also impossible for my clerk to confirm to her over the telephone that the written submissions had or had not been filed or lodged, when Ms Yung had (and has) the right to inspect the court files on her own and if necessary, seek leave to inspect any lodged documents. Further and in any event, it is highly inappropriate for any person, whether legally represented or not, to telephone a court clerk to discuss any substantive matter. It is also highly inappropriate for any litigant-in-person to abuse his or her position of not being legally represented to time and again telephone a court clerk to make enquiry. The Court, including any staff of the Court, is not a legal adviser to any party (legally represented or not), and has to act, both actually and apparently, as a neutral umpire. In the present case, a substantive matter in dispute clearly was, well to Ms Yung’s knowledge, whether the Petitioner’s written submissions had been served. Her telephone call to my clerk was highly inappropriate and deplorable. She has no excuse as a litigant-in-person, especially when she has been experienced in various legal proceedings.

11.  Having considered that the Petitioner’s written submissions were duly served on Ms Yung on 23 July 2025, and having received no submissions as directed by my directions on 13 August 2025, I can only take that Ms Yung has chosen not to file any written submissions. On this basis, Ms Yung’s Summons and her telephone call to my clerk are, in my view, an attempt to delay the matter, an attempt to which I should not accede.

III.  MS YUNG’S WRITTEN SUBMISSIONS ON 9 OCTOBER 2025

12.  Just the day before I was to hand down my Decision today, on 9 October 2025, Ms Yung (finally) delivered her written submissions to the Court, making the following submissions:-

(1)  Repeating her stance that the Petitioner has failed to comply with my directions to serve its written submissions on her;

(2)  In giving my directions on 13 August 2025, the Court confirmed that Ms Yung raised the issue of service, but the Petitioner still failed to effect service;

(3)  The Petitioner’s submissions were not found in the Court file;

(4)  The Petitioner’s solicitors have committed irregular and/or improper conduct;

(5)  Ms Yung has kept informing the Court that the Petitioner has failed to serve its written submissions; and

(6)  This Court should withhold handing down Decision on today (10 October 2025) pending the determination of the Summons filed on 15 September 2025 mentioned above.

13.  I shall deal with each of them in turn:-

(1)  In respect of (1), I have dealt with this in §6 above.

(2)  In respect of (2), while there is no doubt that Ms Yung raised the issue of service, it does not follow that there was no effective service, and I repeat §6 above.

(3)  In respect of (3), the Petitioner’s written submissions were lodged with the Court. I repeat §10 above.

(4)  In respect of (4), the alleged irregularities or misconduct were those referred to and dealt with by Anthony Chan J (as he then was) in his Decision of 31 July 2025 ([2025] HKCFI 3409). It has been dealt with by his Lordship and is irrelevant to the present matter before me.

(5)  In respect of (5), I would only say that Ms Yung’s continuous contact with the Court by way of letters is highly undesirable. Leave was given for her to file and serve written submissions, and she should not circumvent such directions by sending letters to the Court.

(6)  In respect of (6), I see no reason why I should withhold handing down the present Decision, especially when Ms Yung has finally made substantive submissions in §§24-29 of her written submissions on why no personal costs order should be made against her.

14.  In particular, from §§24-28 of her written submissions, she responds to the Petitioner’s affirmation dated 9 July 2025, and in §29(a) – (j), she makes submissions on why no personal costs order should be made against her. In deliberating the present Decision, although Ms Yung written submissions were filed very late and well out of time, I still consider them.

15.  Therefore, I now proceed to consider the application of personal costs against Ms Yung below.

IV.  PERSONAL COSTS AGAINST MS YUNG

16.  The legal principles on costs against directors are well-established, summarised in Hong Kong Civil Procedure 2025 Volume 1 §62/6A/16. I only need to highlight that the key issues are (1) whether the action is bona fide pursued; and (2) whether the director is the “real party”.

17.  First, I repeat my observations in §37 of the said Reasons for Judgment.

18.  Second, Ms Yung would benefit personally from opposing the Petition, because the Company was pursuing DCCJ 2192/2023, an action for return of the belonging from the Petitioner including Ms Yung’s own personal belonging. In this regard, I do not accept Ms Yung’s evidence that she would not benefit from the proceedings.

19.  Third, Ms Yung was the director authorised to conduct DCCJ 2191/2023, a related action DCCJ 7537/2024 and the Petition herein. She is the real party.

20.  Fourth, Ms Yung’s opposition (on behalf of the Company) to the Petition was unmeritorious. In this regard, I cannot accept her evidence that she only conducted the proceedings upon the Company’s decisions or instructions. On the evidence, she has not been able to point out anyone else who made decisions for the Company. She was the one who made decisions on behalf of the Company. Essentially, she was carrying out her own decisions.

21.  Fifth, Ms Yung says that she acted upon legal advice of the Company’s lawyers including Senior Counsel’s advice. However, she has not explained what advice she relied upon in deciding to oppose the Petition. Although legal advice is legally privileged, it is trite that if one would like to rely on the contents of the legal advice for a relevant issue, she would have to waive the privilege and set out the relevant contents of the advice. She cannot rely on the contents of legal advice and hide behind legal privilege at the same time. In any event, as the matter has transpired, if her conduct of the proceedings on behalf of the Company were really based upon legal advice, this would still not detract from the fact that the proceedings were conducted on behalf of the Company without merits and for her benefit, and still as between Ms Yung, the Company and the Petitioner, I would still maintain the view that despite such advice, the conduct of the proceedings was still not in good faith, as I do not think that Ms Yung can simply hide behind any legal advice and that the consequence of any advice should be visited upon by the Company or the Petitioner in the present circumstances.

22.  There are other minute and repetitive submissions as well as submissions apparently concerning other proceedings made in Ms Yung’s written submissions. It is not necessary to set them all out here. Suffice to say that I have considered them all.

V.  CONCLUSION

23.  Having considered the above, I think it is appropriate to order costs against Ms Yung personally. For the costs of the Petition, I summarily assessed it at HK$300,000 and for the costs of the present costs proceedings, I summarily assessed at HK$40,000.