STRONG PETROCHEMICAL HOLDINGS LTD v. LOEB & LOEB LLP (A FIRM)

HCMP 1105/2025

[2026] HKCFI 617

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1105 OF 2025

____________

____________

BETWEEN

____________

_______________

D E C I S I O N

_______________

Introduction

1.  This was the hearing of Strong Petrochemical Holdings Limited’s (“P”) Originating Summons dated 4 July 2025 (“OS”) seeking an order against Loeb & Loeb LLP (A Firm) (“D”) for:

(1) Delivery up of all documents of P which are in D’s possession, custody, power, or control relating to its tenure as P’s legal adviser (paragraph 1 of the OS).

(2) Where the said documents (or their copies) in the Schedule had been but no longer were in D’s possession, custody, power or control, for D to disclose to P by way of affirmation how that possession, custody, power or control had been lost, and the whereabouts of the said documents to the best of D’s knowledge and belief (paragraph 2 of the OS).

2.  The documents encompassed 6 categories which were set out in the Schedule to the OS, being:

(1) All engagement/service contracts signed (i) between P and D and/or (ii) by D (for and on behalf of P), and any related supplemental contracts (“Category 1”);

(2) All contracts signed by P and/or persons purporting to represent P while D was acting as its legal advisor (“Category 2”);

(3) All advices provided by D to P, any of P’s directors, and/or persons purporting to represent P (“Category 3”);

(4) All bank transaction records and details for payments made by P and/or persons purporting to represent P to D, and the relevant invoices (“Category 4”);

(5) All correspondence between P and D, any of P’s directors, and/or persons purporting to represent P during the period from 1 September 2024 to 31 January 2025, together with their attachments (“Category 5”); and

(6) All correspondence and/or submissions made by D on behalf of P to The Stock Exchange of Hong Kong Limited during the period from 1 September 2024 to 31 January 2025, together with their attachments (“Category 6”).

3.  The application was originally objected to in its entirety by D. The affirmation in opposition filed by D cited three key reasons for such opposition:

(1) D surmised that P was driven by ulterior motives.

(2) D indicated that in the course of its engagement the documents had already been provided to P.

(3) Finally, it was said that since the engagement had been terminated, there was no longer such obligation.

4.  There had been several developments by the time of the hearing before me on 17 November 2025:-

(1) Two days prior to the deadline for P to file its skeleton submissions (i.e. 10 November 2025), D had written by way of open offer stating that it was prepared to produce 234 items to P. The letter did not confirm (nor did it purport to confirm) that the 234 documents comprised all of the documents sought. Nor did it offer any proposal in respect of the affirmation evidence sought by way of paragraph 2 of the OS.

(2) By D’s skeleton submissions filed thereafter, it had confirmed that it was not in possession of Categories 1(ii) and 2 of the Schedule. Whilst P was surprised by this development, they confirmed in their reply submissions that these would not be pursued further so long as D confirmed on oath that these documents did not exist.

(3) In their skeleton submissions, D also took a point (not previously alluded to in their evidence) that the documents sought did not belong to P.

(4) P and D were in agreement that the reasonable costs of compliance would be covered by P.

5.  The scope of the categories that needed consideration was thus reduced. These could be divided into two larger groupings:

(1) Categories 1(i), 3 and 6 are categories where P says that property belongs to them.

(2) Categories 4 and 5 are categories where P says that although property may not belong to them, it maintains that it is entitled to copies thereof and is entitled to inspect them.

6.  Each of the categories are considered below.

Background

7.  The following background is undisputed or indisputable.

8.  P is a listed company. Over the course of approximately 3 months between October 2024 and January 2025, it had engaged D as its legal advisor to assist in a dispute about the internal management of the company. The disputes revolved around inter alia the convening of an extraordinary general meeting requisitioned by a shareholder of the company seeking to remove most of the directors who were then on the board. In connection with D’s engagement, various steps had been taken, including submissions to the Stock Exchange of Hong Kong concerning the suitability of one of the then directors, who had been convicted of insider dealing by French authorities, as well as P’s involvement in HCMP 2780/2024, an action commenced by another director seeking to challenge the unilateral adjournment of the EGM in December 2024.

9.  Following the termination of D’s engagement, P (either by itself or its subsequent legal representatives) sent various requests to D asking for documents. This included various letters dated 3 February 2025, 17 February 2025, and 4 March 2025. D responded on 10 March 2025, declining to provide the relevant documentation, citing the same reasons as set out at paragraph 3 above.

10.  According to P, The request had been necessitated following a change in management of P. The new management had formed an independent board committee to investigate the former management (comprising inter alia those directors who had engaged D in the first place) as well as certain members of new management.

11.  The said committee was tasked to investigate the theft of various records. The results of the investigation conducted by an external forensic investigator showed that much of the former records, email correspondence and the like were erased, including significantly “deletion of over 100 corporate email accounts bearing the Company's and its subsidiaries' domain names during the period from 21 to 24 January 2025, being days before the EGM”. P says that it been unable to retrieve the documents sought internally, and thus is making the present application to piece together a picture of what had occurred and retrieve documents pertaining to its business.

Relevant Legal Principles

12.  The Court’s jurisdiction to make an order for delivery up against solicitors is provided under s 65(1) of the Legal Practitioners’ Ordinance (Cap 159):

“The jurisdiction of the Court to make orders for the delivery by a solicitor of a bill of costs and for the delivery up of, or otherwise in relation to, any deeds, documents or papers in his possession, custody or power is hereby declared to extend to cases in which no business has been done by him in the Court.”

13.  P had referred to Ho On Mansion (IO) v Herman HM Hui & Co [2020] 3 HKLRD 18, wherein Recorder Yvonne Cheng SC (as she then was) summarised the relevant principles as follows (and which I gratefully adopt):

“21. In Wentworth v De Montfort (1988) 15 NSWLR 348, the New South Wales Court of Appeal reviewed a number of (English) authorities relating to the ownership of documents in the possession of a solicitor. Hope JA, with whom the other two members of the court agreed, made the following observations.

21.1 Although solicitors may in particular circumstances receive or create a document as an agent for their client, this is commonly not the case. The distinction between principal and agent and professional person and client is well established (citing Leicestershire County Council v Michael Faraday and Partners Ltd [1941] 2 KB 205 and Chantrey Martin (A Firm) v Martin [1953] 2 QB 286). If a solicitor is acting only as agent for a client who is his principal in the doing of some act, the ordinary rules of agency apply to him, and documents brought into existence or received by him when so acting belong to the client. In the case of a professional person and his client, different principles apply. (See pp.351G–353F.)

21.2 Documents held by a solicitor relating to a client, including financial records, do not necessarily belong to the client (p.353F).

21.3 The principles which are to be applied do not form a coherent whole (p.353F).

21.4 Some particular examples and statements which throw some light on the matter include (pp.353G–355F):

21.4.1 Ex parte Horsfall (1827) 7 B&C 528, where Lord Tenterden held that drafts and copies of certain deeds in the custody of an attorney were the property of his client on the ground that he who pays for the draft by law has a right to the possession of them;

21.4.2 Chantrey Martin, in which Jenkins LJ distinguished Ex parte Horsfall and expressed his view that that certain types of documents made by a solicitor for his own information in the course of his business would be owned by him;

21.4.3 Re Thomson (1855) 20 Beav 545; 24 LJ Ch 599 in which Sir John Romilly MR held that a client is not entitled to copies of letters written by the client’s solicitor which have been entered in his letter books. The client is entitled to copies of those copies, but must pay for them. It was also held that letters written by the solicitor to third parties, relating exclusively to the client’s business, are held by the solicitor as agent for the client and the client is entitled to them, the solicitor being entitled to make and keep copies;

21.4.4 Howard v Gunn (1863) 32 Beav 462, in which Sir John Romilly MR held that a letter written by a solicitor for a client to a third party belonged to the client;

…

21.4.7 Cordery on Solicitors (8th ed., 1988), which suggested that documents coming into existence during the currency of the retainer and for the purposes of business transacted by the solicitor pursuant to the retainer fell into four broad categories:

(i) Documents prepared by the solicitor for the benefit of the client and which may be said to have been paid for by the client, belong to the client.

(ii) Documents prepared by the solicitor for his own benefit or protection the preparation of which is not regarded as an item chargeable against the client, belong to the solicitor.

(iii) Documents sent by the client to the solicitor during the course of the retainer, the property in which was intended at the date of despatch to pass from the client to the solicitor, belong to the solicitor.

(iv) Documents prepared by a third party during the course of the retainer and sent to the solicitor (other than at the solicitor’s expense), belong to the client.

Incidentally, it should be noted that a subsequent version of this passage Cordery (to essentially the same effect) is cited in the Law Society Guidance Note on Storage and Destruction of Old Files (dated 25 June 2012), itself cited in Principle 5.23 of The Hong Kong Solicitors' Guide to Professional Conduct (Third Edition).

21.5 A number of considerations could be discerned from these decisions and statements as being relevant in the determination of ownership. These included whether or not the client was charged for the creation of the document, and whether the solicitor created the document for his client’s benefit and protection, or did so for his own benefit and protection (p.355F).

21.6 In many cases a solicitor would have mixed reasons for creating a document (355G to 356B).

‘Thus if on his client's instructions he writes a letter of demand to a third party, it would be his duty to keep a copy of the letter, for the client may have to prove the sending of the letter and its contents, and the copy kept by the solicitor may be essential for this purpose. On the other hand the solicitor would want a copy for his own protection in order, for example, to be able to prove to his client that he had sent the letter of demand, and also for the purposes of making up a bill of costs. In such a case, the clients would be entitled to a copy of the letter and the solicitor would be entitled to charge him for it. On the other hand the solicitor would be entitled to keep a copy for his own records and absent some special agreement would not be entitled to charge the client for making that copy. Again if on his client's instructions the solicitor pays money to a third party and obtains a receipt, the receipt is obviously of benefit for the client for it is evidence that the third party has been paid. It is also evidence for the solicitor that he has carried out his client's instructions and would be needed by him if any questions as to payments out of his trust account were raised. Again in this case I should have thought that the client was entitled to the original receipt, but that the solicitor was entitled to retain a copy.’

21.7 Where a solicitor receives and holds money in trust for his clients, he has legal title to his records of his dealings with the client’s money in the trust account, while he is trustee. The client is entitled to inspect them, and to have information about them, but they are not the client’s property. Normally, when a trustee ceases to hold office, either on appointment of a new trustee or the determination of the trust, he would be required to hand over all trust property to the new trustee or the beneficiaries. This would generally apply to a trustee who is a solicitor, but there are important qualifications in some cases. If he is solicitor as well as trustee, he is required by law to maintain and retain proper financial records. He is entitled to retain those records, some of which may refer to other clients as well as the trust, but the beneficiary should be provided with copies if asked for. Other records which he makes as solicitor and not as trustee are subject to the same principles as would apply as if he were not a trustee. (See 356C to G.)”

14.  By its skeleton submissions, D has taken the point that not all of the documents belong to P:

(1) P replies that the onus falls on D to establish which documents it claims P is not entitled to. In so saying, P relies by analogy on the case of Luen Tat Watch Brand Manufacturer Ltd v Liu Yiu Keung Stephen [2020] 5 HKLRD 183 at §60, where Deputy High Court Judge Le Pichon held that the onus was on liquidators (who were asserting that they were not obliged to hand over certain categories of documents) to specify the categories or nature of documents which they asserted were intended solely for the liquidator’s own use as they were the property of the liquidators.

(2) D cites Green v SGI Legal LLP [2017] EWHC B27 (Costs) in support of its suggestion that for those documents where ownership does not rest in the client, there is no obligation for delivery up (at paragraph 30). D takes this suggestion further, saying that even if the documents were created for the client’s benefit, this does not matter once the original has already been delivered to the client (paragraphs 33 to 41). It says, therefore, that once the documents had been supplied during the currency of the engagement, it is not obliged to provide copies thereafter and certainly not upon termination.

(3) In answer, P relies on the proposition that even if ownership of certain of the originals might rest with D, P is nonetheless entitled to copies of the documents such as letters, so long as they are willing to pay for them (citing Ho On Mansion at paragraphs 21.4.3 and 21.6-21.7, as well as the example therein in paragraphs 46 to 49; Wentworth v de Montfort (1988) 15 NSWLR 348 (NEW SC)).

(4) P further relies on the more general principle that while the contractual relationship may come to an end, there is still an obligation to provide records in respect of the transactions entered into on behalf of the principal. Otherwise, the principal would be left in a state of ignorance as to his affairs and the transactions entered into on his behalf: Hollander on Documentary Evidence in Hong Kong (2^nd Ed) §6-042. I would note that whilst there is some tension here with the observations in Ho On, the more fundamental underlying principle is that there is no reason why either a client or principal ought not be entitled to inspect records relating to them and their affairs upon payment of a reasonable sum.

(5) Finally, attention was drawn by P to the passage in Hanley warning solicitors to act ethically and not just blindly pressing their rights to the limit:

“74. All that said, it does not follow that solicitors should in all circumstances press their legal rights to the limit, nor that they can necessarily do so with impunity. To take one example, a refusal to comply with a former client’s request for a copy of a mislaid CFA (made on an undertaking to pay a reasonable copying charge) so that advice may be obtained on the prospects of a s 70 application, would surely entitle the client to issue such an application notwithstanding the inability to comply with the procedural requirement in PD46 para 6.4; and could have potential adverse costs implications for the solicitors within those proceedings, whatever their result.”

Analysis

15.  I shall start with observations on the divergence between P and D as to the relevant principles to be applied on the issue of ownership.

16.  In its written submissions D relies heavily on the case of Green, essentially saying that once the documents in the various categories had been supplied during the currency of the engagement, then “it is not self-evident that the recipient can require another copy on demand, even on agreeing to pay for it” (citing paragraph 30 of Green).

17.  I do not think that the position in Green is coherent with the position in Hong Kong – as to which see the passage from Ho On, cited above. The principles explored in Ho On are more nuanced, and are more in line with the various professional guidelines as well.

18.  Ho On itself cites and relies upon Wentworth, which stands for the proposition that documents belonging to the solicitor might nonetheless be inspected. In that particular case, this was in relation to trust account records. Wentworth has been followed in various cases in the Australian courts subsequently (e.g. Re Eden Resort Hotel Ltd [2013] NSWSC 1820; Alexiou v White [2021] NSWSC 485).

19.  On the other hand, there does not appear to be a consistent or coherent practice in England. See for instance Swain v JC&A Limited [2018] EWHC B3 (Costs), which took the position that the client should be entitled to ask for copies of correspondence if it has lost the same (upon provision of costs). Whereas in Hanley v J C & A Solicitors; Green and Others v SGI Legal LLP [2018] 4 Costs LR 693, the Court came to the view that the court had no jurisdiction to make orders under the inherent jurisdiction and/or s 68 of the Solicitors Act 1974 in respect of documents which are the property of the solicitor.

20.  The different jurisdictions plainly have varying approaches. In Hong Kong, I consider the reasoning in Ho On (following Wentworth) and the points P makes in answer (summarized at paragraph 14 above) to be more persuasive and will elect to follow that approach.

21.  In the circumstances, D’s objections about ownership of the documents are not determinative. Rather, one must look at the substance of the issue of ownership first. For documents owned by the client, there is no reason why they should not be entitled to copies. As to those which are not owned by the client, the court may wish to make an assessment of the reasonableness of the request, bearing in mind the overall approach that if the client is willing to pay and the documents speak to business that has been conducted on their behalf, then unless there is a good reason why inspection should be refused, it should nonetheless be ordered.

22.  It is apparent that P does, indeed, have ownership in Categories 1(i), 3 and 6 of the documents sought. Even if D were to take a technical point by saying that the original belonged to P but the copy retained by D belongs to the firm, this still does not negate the obvious point that these documents are plainly materials which the client ought to be entitled to inspect and have information about, particularly in circumstances where the originals have been lost.

23.  Insofar as Categories 1(ii) and 2 are concerned, these are no longer pursued in light of D’s confirmation that they do not exist. However, D ought to go on oath to confirm this.

24.  Finally, as to Categories 4 and 5, I can see some force in D’s point that these documents may not necessarily belong to P. However, as noted above, this of itself is far from determinative:

(1) Category 4 documents (bank transaction records and details for payments made by P and/or persons purporting to represent P to D) are analogous in in nature to trust account documents discussed in Ho On above.

(2) Category 5 documents (correspondence between P and D, any of P’s directors, and/or persons purporting to represent P during the period from 1 September 2024 to 31 January 2025, together with their attachments) are documents that were plainly created for P’s benefit and contain content which P would want a record of.

25.  In the circumstances, I do not consider that D’s objections on the basis of ownership or lack thereof hold water in this case. D has further taken a technical point that P’s OS never distinguished between those documents which it had ownership of versus not. Mr Dawe SC’s (Counsel for P) answer was that this was a highly technical argument and that the OS could be amended if really considered necessary. In any event, it was reiterated that this point on ownership had not been explicitly taken until the filing of skeleton arguments. On balance, I consider the technical point somewhat of a triviality, particularly when D plainly had no issues arguing the point in some depth. In this instance, I do not think it fair to place weight on D’s technical objection.

26.  I turn then to deal with the balance of D’s objections.

27.  First, it had been said that P (or perhaps more accurately, P’s current management) has an ulterior motive of furthering fights between the former and current management.

28.  The point was abandoned by the time of the hearing. In any event, I do not find that this point was established. P’s process in appointing an independent board committee and external forensic investigator is contemporaneously documented via the public announcements. There is no reason for the Court to doubt P’s motives in making the present application, particularly when one of the conditions for P to resume trading specifies that such investigation was necessary. In any event, the point is a bit of a red herring. The more pertinent discussion is in relation to ownership and/or entitlement to inspection for each of the categories, as explored above.

29.  Second, as to the point that the documents had already been provided, this again is without merit. The practice in Ho On shows that even if some documents had been delivered up, it does not preclude the client from asking for copies or originals from the solicitor’s file (paragraphs 55 to 61 of the judgment). I would also note that given the state of disarray of P’s records (as documented in the forensic investigator’s report), it is difficult for them to specify which documents had or had not been provided. D has not particularized in much detail those which it says fall within this general objection. On balance, the point is a bad one and stands to be rejected.

30.  Third, insofar as D says that the obligation does not survive the termination, this cannot be right. Again, the discussion in Ho On points the other way.

31.  I would thus make an order in the following terms:

(1) The Defendant shall within 14 days hereof deliver up to the Plaintiff all documents of the Plaintiff which are in the Defendant’s possession, custody, power, or control, and including the following:

(i) All engagement / service contracts signed (i) between P and D and/or (ii) by D (for and on behalf of P), and any related supplemental contracts (“Category 1”);

(ii) All contracts signed by P and/or persons purporting to represent P while D was acting as its legal advisor (“Category 2”);

(iii) All advices provided by D to P, any of P’s directors, and/or persons purporting to represent P (“Category 3”);

(iv) All bank transaction records and details for payments made by P and/or persons purporting to represent P to D, and the relevant invoices (“Category 4”);

(v) All correspondence between P and D, any of P’s directors, and/or persons purporting to represent P during the period from 1 September 2024 to 31 January 2025, together with their attachments (“Category 5”); and

(vi) All correspondence and/or submissions made by D on behalf of P to The Stock Exchange of Hong Kong Limited during the period from 1 September 2024 to 31 January 2025, together with their attachments (“Category 6”).

(2) Where a document (or its copy) in the above categories was but is not now in the Defendant’s possession, custody, power, or control, the Defendant shall within 14 days from the date of this order disclose to the Plaintiff by way of affirmation how that possession, custody, power, or control was lost, and the whereabouts of the document to the best of the Defendant’s knowledge and belief.

(3) The Defendant shall have its reasonable costs of compliance in relation to the delivery up and/or inspection of the documents, such sum to be agreed between the parties. If no agreement is reached, then parties have liberty to apply in writing for the Court to make a determination thereon.

32.  I further make a costs order nisi that the costs of the OS shall be paid by D to P. This shall be dealt with by way of gross sum assessment. Parties are directed to write to the Court with agreed directions within 14 days hereof.

33.  I thank counsel for their assistance.