RE NIMBLE HOLDINGS CO LTD formerly known as THE GRANDE HOLDINGS LTD (the “Company”)

HCCW 177/2011

[2026] HKCFI 5048

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) PROCEEDINGS NO 177 OF 2011

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D E C I S I O N

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A.  Material Background

1.  On 31 May 2011, Mr Fok Hei Yu and Mr Roderick John Sutton (the “FPLs”) were appointed as the provisional liquidators of the Company.

2.  Following the completion of the schemes of arrangement between the Company and its creditors dated 15 April 2016, on 9 May 2016, Harris J ordered that the winding up proceedings against the Company herein be stayed permanently and that the FPLs be discharged.

3.  On 11 June 2024, the FPLs filed a notice of appointment for taxation in respect of their 13^th bill (hereinafter “Bill 13”). The FPLs claimed fees of around HK$2.8 million and disbursements of HK$120,000. These cover alleged works done during the period from 3 May 2016 to 30 December 2016.

4.  By letter dated 13 June 2024, the FPLs informed the Company that Bill 13 was lodged with the Court for approval, and the same was attached.

5.  By letter dated 4 July 2024 to the FPLs, the Company’s solicitors took issues about certain matters under Bill 13. They requested the FPLs to provide further information/breakdowns and to make clarifications.

6.  By a further letter dated 14 August 2024 to the FPLs’ solicitors, the Company’s solicitors requested the FPLs not to proceed with the ex parte taxation of Bill 13 and to withdraw Bill 13.

7.  Unbeknownst to the Company, as early as 12 August 2024, a master (the “Master”) had already approved Bill 13 in full without making any deduction (hereinafter the “Ex Parte Taxation Order dated 12 August 2024”).

8.  The Company had not participated in the proceedings leading to the Ex Parte Taxation Order dated 12 August 2024. It had not made any submissions to the court. In fact, the Company was not informed of the Ex Parte Taxation Order dated 12 August 2024 until 16 September 2024 when the FPLs wrote a letter to the Master (which was circulated to the Company’s solicitors).

9.  In their letter dated 16 September 2024, the FPLs informed the Master about the letter dated 4 July 2024 from the Company’s solicitors. They also prepared a table that set out their response to the queries raised by the Company’s solicitors.

10.  On 30 September 2024, the Company’s solicitors wrote to the FPLs’ solicitors requesting that Bill 13 be withdrawn.

11.  On 15 October 2024, the learned Master directed that the Ex Parte Taxation Order dated 12 August 2024 shall stand.

12.  By letter dated 4 December 2024, the Company’s solicitors reiterated the Company’s request that Bill 13 be withdrawn and referred to inter partes taxation.

13.  By letter dated 18 December 2024, the FPLs’ solicitors rejected the Company’s request.

14.  In the premises, on 30 December 2024 the Company took out a summons seeking to (i) set aside the Ex Parte Taxation Order dated 12 August 2024 and (ii) refer Bill 13 to inter partes taxation.

15.  On 9 December 2025, the Master dismissed the Company’s summons dated 30 December 2024 with costs.

16.  By notice of appeal dated 11 December 2025, the Company appeals against the Master’s order that was made on 9 December 2025.

17.  This is the substantive hearing of the Company’s appeal.

B.  Legal Principles

18.  In Re Nimble Holdings Co Ltd [2022] 1 HKLRD 1317 at paras 13 to 14, Harris J helpfully set out the legal principles as follows:-

“13. The PLs do not dispute that the court has a discretionary jurisdiction to reopen the Assessments: Re Hong Kong Chiu Chow Po Hing Buddhism Association Limited[1]. The principles governing a reassessment application such as the present were considered by Godfrey Lam J in Buddhism Association, he held that:

(1) “The starting point ….. should be that, as a matter of natural justice, the ….. paying party, ought to be permitted to take part [in the assessment] if it so desires” [26].

(2) Under Order 32, rule 6 of the Rules of the High Court (“RHC”), the Court has jurisdiction to set aside any ex parte assessment of the remuneration and disbursements of Court appointed fiduciaries [46].

(3) In respect of Court-appointed Receivers, the Court has express power (under RHC O.30 r.5) to direct the fiduciary to submit accounts with the underlying books and papers, which would enable the paying party to raise objections, which, if valid, are not precluded by the ex parte assessment [47].

(4) As recognised in Re Boldwin Construction Co Ltd[2], the fact of added expense arising from the setting aside of an ex parte assessment in order to allow inter partes reassessment is not a sufficient reason against such an exercise [59].

(5) In reassessment applications delay is only relevant if it is causative of actual prejudice to the office-holders, but it is not prejudice for them to be required to disgorge sums that they should not have received in the first place [60].

14. It follows from these principles that an application for a reassessment will normally be allowed if it is sought within a reasonable period. It will be difficult for an office-holder to successfully contest an application unless the case has genuinely unusual features, which render it prejudicial to the office-holder to permit it and the prejudice outweighs the right of the payor to have the bills scrutinised with the payor’s involvement. What is a reasonable time will depend on the facts, but I think it is a reasonable starting point that if a company is aware of the taxation process it should inform the office-holder within six months of its completion that it requires a reassessment.

(emphasis added)

C.  Deliberation

19.  It is trite that an appeal from a master’s decision to a judge in chambers is a de novo hearing, and the judge will deal with the matter in question as if it came before him or her for the first time: see Hong Kong Civil Procedure (2026) at para 58/1/2.

20.  Having considered the materials before the court as well as the circumstances surrounding the parties’ dispute afresh, I am of the view that justice dictates that the Company, being the paying party, shall be given an opportunity to contest Bill 13 meaningfully, and the Company’s application by summons dated 30 December 2024 should be allowed.

21.  I take this view for the following reasons.

22.  First of all,:-

(1)  As pointed out by G Lam J (as G Lam JA then was) in Re Hong Kong Chiu Chow Po Hing Buddhism Association Ltd (No 2) [2018] 3 HKLRD at para 26 (which was followed by Harris J in Re Nimble Holdings (supra) at para 13(1)), the starting point is that as a matter of natural justice, the paying party ought to be permitted to take part in the taxation process if it so desires.

(2)  In the present case, it is not in dispute that the taxed amount in respect of Bill 13 will be paid by the Company. As such, as a matter of natural justice, the Company is prima facie entitled to participate in the taxation process, such that it could raise objections to the fees proposed to be charged by the FPLs.

(3)  As pointed out by Mr Justin Lam (for the Company), the fundamental question is whether the Company had enjoyed “the right to a fair hearing”, which is a “fundamental right” (emphasis added): see Re Hong Kong Chiu Chow Po Hing Buddhism Association Ltd (supra) at para 52.

(4)  Unfortunately, before the Master made the Ex Parte Taxation Order dated 12 August 2024, the Company had not been directed by the Master nor invited by the FPLs to make full submissions to the court. As a result, the Master had not received any submissions from the Company, and the Company had no opportunity to raise objections to challenge the items under Bill 13 and to ventilate its concerns.

(5)  In fact, only on 16 September 2024 was the Master informed that the Company took issues of Bill 13 under its earlier letter dated 4 July 2024. By that time, the Master had already made the Ex Parte Taxation Order dated 12 August 2024.

(6)  Pausing here, it should be pointed out that for reasons best known to themselves, the FPLs did not even provide the letter dated 14 August 2024 from the Company’s solicitors to the Master. It appears that the FPLs took the view that they could dictate what the Master might or might not consider.

(7)  In any event, it would be wrong in principle to treat the letter dated 4 July 2024 as the Company’s full submissions. As evidenced by the contents of this letter, the Company appeared to be puzzled by various aspects of the FPLs’ claims, and this was why the Company requested the FPLs to provide further details, information, breakdowns, and clarifications. Without receiving the relevant details/ information/breakdowns/clarifications as well as the underlying documents, the Company was not even in a position to scrutinize the fees proposed to be charged by the FPLs, and it could not have raised objections in a meaningful manner. In any event, the letter dated 4 July 2024 only came to the Master’s attention after the Ex Parte Taxation Order dated 12 August 2024 was made.

(8)  In the premises, I do not accept the submissions of Mr Look Chan Ho (for the FPLs) that the Company had a fair paper hearing before the Master. Contrary to Mr Look’s submissions, I am of the view that the reality was such that although the Company is the paying party, it had no opportunity to participate in the taxation process in a meaningful manner. There is plainly no room to suggest that the taxation in respect of Bill 13 was conducted in a manner that was in accordance with the principles of natural justice. As pointed out, whilst the Company did not have an opportunity to make full submissions to the Master, the Company was also not provided with the relevant details/information/breakdowns/clarifications as well as the underlying documents that would enable it to raise objections in a meaningful manner.

(9)  All in all, I am of the view that the Company’s request was a humble one. It merely wished to participate in a normal inter partes taxation, such that it could be heard meaningfully. I do not see any good reason why such a humble request should be refused. It would be most unfair to require the Company to pay the fees under Bill 13 without giving it a meaningful opportunity to challenge the quantum. This would be against the principles of natural justice.

23.  Second, I am not of the view that the Company was guilty of inordinate delay in challenging and disputing Bill 13. On the contrary, the Company did act promptly, and its stance was consistent all along. I do not see any room for criticizing the Company’s conduct or suggesting that the Company had acted unreasonably or in bad faith. This was clearly not the case:-

(1)  The evidence shows that on 13 June 2024, the Company was informed that the FPLs had lodged Bill 13 with the court for approval. The Company did act promptly. By letter dated 4 July 2024, the Company requested for breakdowns, further information, and clarifications. In my view, it was obvious that the Company did not accept the quantum in respect of the claims under Bill 13.

(2)  As mentioned, the Company was only informed of the Ex Parte Taxation Order dated 12 August 2024 on 16 September 2024. Shortly thereafter, the Company, via solicitors, issued a letter dated 30 September 2024 requesting the FPLs to withdraw Bill 13. There is no question that the Company disputed Bill 13, and it wished to be heard.

(3)  After the Master directed that the Ex Parte Taxation Order dated 12 August 2024 should stand (which took place on 15 October 2024), the Plaintiff continued to challenge Bill 13. By letter dated 4 December 2024, the Company’s solicitors reiterated the Company’s request that Bill 13 be withdrawn and referred to inter partes taxation. As the FPLs refused to entertain the Company’s request (see their letter dated 4 December 2024), the Company took out the present application on 30 December 2024.

(4)  In light of the procedural history, it cannot be said that there was any inordinate delay or inaction on the part of the Company. In my view, the conduct of the Company was reasonable. Whilst it requested the FPLs to provide details/breakdowns/information/clarifications, it also made known to the FPLs that it did not accept Bill 13.

(5)  In light of the stance indicated in the contemporaneous correspondence, the FPLs knew and ought to know that the Company (being the paying party) had never accepted Bill 13 and that the Company wished to dispute the fees thereunder. It cannot be said that the FPLs were caught by surprise.

(6)  However, Mr Look Chan Ho (for the FPLs) submitted that instead of sitting on the matter, the Company should have actively intervened and participated in the ex parte taxation process before the Master.

(7)  I do not accept Mr Look’s submissions. Although the FPLs had informed the Company of its application for Bill 13 to be assessed, no notice had been given to the Company in compliance with the express rules of the court. In the circumstances, the FPLs’ application was, in nature, ex parte on notice. I do not see any reason why a party who is on the receiving end of an ex parte on notice application is under an obligation to participate in the ex parte proceedings. Of course, he is at liberty to do so if he wishes. However, there is, in principle, no reason why he may not subsequently make an application to set aside the ex parte order (if granted) pursuant to Order 32, rule 6: see Re Hong Kong Chiu Chow Po Hing Buddhism Association Ltd (supra) at para 46 (per G Lam J, as G Lam JA then was). This conclusion is fortified by the following observations made by Harris J in Re Nimble Holdings (supra) at para 14, where His Lordship stated:-

“It follows from these principles that an application for a reassessment will normally be allowed if it is sought within a reasonable period. It will be difficult for an office-holder to successfully contest an application unless the case has genuinely unusual features, which render it prejudicial to the office-holder to permit it and the prejudice outweighs the right of the payor to have the bills scrutinised with the payor’s involvement. What is a reasonable time will depend on the facts, but I think it is a reasonable starting point that if a company is aware of the taxation process it should inform the office-holder within six months of its completion that it requires a reassessment.”

(8)  In the circumstances of the present case, the Company cannot be criticized for not seeking to meddle with the ex parte process initiated by the FPLs. In my view, the Company is entitled to make an application to set aside the ex parte taxation assessment within a reasonable time after the process is completed. As mentioned, at the material times, the Company was still seeking details, breakdowns, and clarifications from the FPLs (see the letter dated 4 July 2024 from the Company’s solicitors). As such, it was understandable as to why the Company did not interfere immediately when the details, breakdowns, and clarifications that were sought had not been provided by the FPLs.

24.  Third, I am unable to discern any unusual circumstances as to why the Company should not be heard inter partes. On the contrary, I do understand why the Company would take issues about the fees under Bill 13. In this connection:-

(1)  Mr Justin Lam (for the Company) pointed out that whilst the FPLs were released and discharged on 26 May 2026, the fees under Bill 13 cover the period from 3 May 2016 to 30 December 2016. As such, the bulk of the fees charged by the FPLs under Bill 13 must concern works relating to handover, as opposed to the substantive operation of the Company. In the premises, Mr Lam contended that the fees charged by the FPLs were plainly excessive, and it could not be the case that fee earners at the level of senior consultant would spend more than 700 billable hours on handover. Mr Lam also contended that based on the emails and correspondence that had been produced to the court, the fees charged by the FPLs were plainly unjustifiable.

(2)  This court is not in a position to conduct a mini-taxation. For present purposes, it suffices to say that I do understand why the Company is aggrieved by the fact that the Master allowed the fees claimed by the FPLs under Bill 13 in full. In my view, it is arguable that had the Company been heard and given reasonable opportunities to challenge the FPLs, the fees allowable under Bill 13 would have been substantially reduced.

(3)  Based on the materials available to the court, I am unable to conclude that the Company’s intended challenge is vexatious and groundless. I am of the view that the Company is entitled to its day in court.

(4)  Mr Lam also submitted that it is doubtful as to whether the court has inherent jurisdiction to approve the remuneration of the works done by the FPLs after they were discharged and after the winding-up proceedings herein were stayed permanently. In this regard, Mr Lam contended that there is a distinction between works that were done under the statutory regime (the fees in respect of which would be recoverable) and works that were done pursuant to the Company’s requests (the fees in respect of which might not be recoverable). Whilst Mr Lam accepted that the FPLs could resort to the doctrine of quantum meruit to claim remuneration in respect of works that were done pursuant to the Company’s requests after they were discharged and after the winding-up proceedings herein were stayed permanently (see ITG Ltd v Glenella Properties Ltd [2019] GRC 64 at paras 219 to 200), he contended that these claims had been time-barred already under section 4(1) of the Limitation Ordinance (Cap 347). This was because whilst the works were done back in 2016, the FPLs did not issue Bill 13 until 11 June 2024.

(5)  In my view, what Mr Lam submitted to this court is arguable. I am of the view that the Company must be given an opportunity to advance full submissions to the court under an inter partes process. The taxing master will need to, in detail, canvass (i) the authorities on the statutory regime that governs court officers’ remuneration and (ii) the nature of the works that were actually performed by the FPLs.

25.  Fourth, I am not of the view that the FPLs will suffer substantial prejudice if Bill 13 is referred to inter partes taxation:-

(1)  It is true that the FPLs are officers of the court. However, like any other receiving party, there is, in principle, no reason why the FPLs should be exempted from going through the process of inter partes taxation when the paying party (ie the Company) wishes to raise objections.

(2)  Indeed, the FPLs had not incurred substantial costs in obtaining the Ex Parte Taxation Order dated 12 August 2024. The FPLs merely lodged Bill 13 with the Master, and the same was assessed on paper. The FPLs were not even asked to attend a hearing. In the circumstances, it cannot be said that a substantial amount of costs and/or expenses would be wasted.

(3)  I, however, accept that the inter partes taxation process will take time, and the FPLs may not be paid soon. This is an inevitable consequence of honouring the principles of natural justice by giving the paying party meaningful opportunities to be heard.

(4)  However, the FPLs may not be without remedy. It is open to the FPLs to explore the possibility of applying for interim payment (if they take the view that it would be feasible and justifiable to do so).

D.  Disposition

26.  For all the above reasons, I allow the Company’s appeal.

27.  I set aside the Master’s order dated 9 December 2025.

28.  I also set aside the Master’s Ex Parte Taxation Order and refer Bill 13 to inter partes taxation. I make an order in terms of paragraphs 1 and 2 of the Company’s summons dated 30 December 2024.

29.  Costs should follow the event.

30.  I order the FPLs to pay the Company’s costs in respect of the summons dated 30 December 2024 and the present appeal, summarily assessed at HK$500,000.

31.  Lastly, I express my gratitude to Mr Justin Lam and Mr Look Chan Ho for their helpful assistance.