KU KIN PONG v. YAT CHUN EXPAND LTD AND ANOTHER

HCCW 41/2024

[2026] HKCFI 1765

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) PROCEEDINGS NO 41 OF 2024

__________________

__________________

__________________

________________

D E C I S I O N

________________

I.  INTRODUCTION

1.  Before me are:-

(1)  the Petitioner’s Summons filed on 24 January 2025 (the “P’s Amendment Summons”) for amending the Re-Amended Petition by adding §§15A-F; and

(2)  the 2^nd Respondent’s Re-Amended Summons filed on 9 February 2026 (the “R2’s Striking Out Summons”) for striking out various paragraphs of the Points of Reply filed by the Petitioner on 5 August 2024 and various paragraphs of the Witness Statements filed for the Petitioner.

II.  BACKGROUND

2.  The 1^st Respondent (the “Company”) is a company incorporated in Hong Kong. The registered shareholders are the Petitioner and the 2^nd Respondent. There is dispute over whether they are equal shareholders or whether the 2^nd Respondent holds 2 shares while the Petitioner holds 1 share only.

3.  At the material times, one Elitevalue Limited (“Elitevalue”) was the tenant of Man Sha Lok Wui (“Man Sha Lok Wui”) (an unincorporated association) in respect of Lot 204RP in DD 105 (“Lot 204RP”).  Elitevalue, in turn, sub-let Lot 204RP to the Company. The Company, in turn, sub-sub-let part of Lot 204RP to one Ocean First Logistics Limited (“Ocean First Logistics”) and the remaining part of Lot 204RP to one Dragon Container Services Limited (“Dragon Container”).

4.  While Man Sha Lok Wui was the landlord of Lot 204RP vis-à-vis Elitevalue, it was, however, not the registered owner of Lot 204RP. The registered owner of Lot 204RP was, instead, one Man Shui Tong Wui (“Man Shui Tong Wui”), another unincorporated association.

5.  On 23 June 2023, Man Shui Tong Wui entered into a tenancy agreement with Kenwell Limited (“Kenwell”) in respect of Lot 204RP.

III.  THE PETITIONER’S CLAIM IN THE RE-AMENDED PETITION

6.  The Petitioner’s claim in the Re-Amended Petition is, in summary:-

(1)  The Company was “a quasi-partnership and its founders (being, inter alia, [the Petitioner] and [the 2^nd Respondent]) have equal right to participate in the management of its business and affairs and the continuous existence of the quasi-partnership depends upon trust and confidence between its founders/quasi-partners” (Re-Amended Petition §5);

(2)  Prior to 2001, one Wong Wai Keung (“Wong”) was also a quasi-partner of the Company, and he left the Company in 2001, leaving the Petitioner and the 2^nd Respondent being the only partners, shareholders and directors of the Company (Re-Amended Petition §6);

(3)  The Company’s only business was to hold the subtenancy in respect of various land lots including Lot 204RP from Elitevalue, which was the tenant of Man Sha Lok Wui, and the Company sub-sublet Lot 204RP to Ocean First Logistics and Dragon Container (Re-Amended Petition §7);

(4)  After Man Shui Tong Wui entered into a tenancy agreement with Kenwell in respect of various lands including Lot 204RP, the validity of the subletting of Lot 204RP by Elitevalue to the Company, and that of the sub-subletting of Lot 204RP by the Company to Ocean First Logistics and Dragon Container, were called into doubt (Re-Amended Petition §9);

(5)  “Irreconcilable difference” arose between the Petitioner and the 2^nd Respondent in that (a) the Petitioner took the view that the sub-subletting should stop (i) sub-subletting Lot 204RP and (ii) paying rents to Fortune Nine (HK) Company Limited (“Fortune Nine”) and Glory Creative Corporation Limited (“Glory Creative”), both controlled by the 2^nd Respondent and his wife, in respect of other lots registered in the name of Man Shui Tong Wui while (b) the 2^nd Respondent insisted that these should continue (Re-Amended Petition §10);

(6)  The 2^nd Respondent took steps to oust the Petitioner from the management of the Company (Re-Amended Petition §11);

(7)  Since 2001, acting in reliance on the 2^nd Respondent’s representation that he was the owner of the other land lots (than Lot 204RP) registered in the name of Man Shui Tong Wui by reason of his membership, and thus was entitled to receive rent from the Company’s use of the other land lots, the Company has been paying the 2^nd Respondent rent and outsource management fees on a monthly basis, and as at October 2023, the Company paid the 2^nd Respondent about HK$1,500,000 through Fortune Nine and/or Glory Creative (Re-Amended Petition §12);

(8)  The Petitioner discovered that the representation was false (Re-Amended Petition §13);

(9)  The matters in §§(5) to (8) above were detrimental to the Company for the 2^nd Respondent’s benefit (Re-Amended Petition §14);

(10)  There has thus been a complete loss of trust and confidence of the Petitioner in the 2^nd Respondent (Re-Amended Petition §15); and

(11)  Neither the Petitioner nor the 2^nd Respondent would be willing to sell his shares (Re-Amended Petition §16).

7.  The Petitioner seeks a winding up order as the only substantive relief.

IV.  THE 2^ND RESPONDENT’S DEFENCE IN THE POINTS OF DEFENCE

8.  The 2^nd Respondent’s defence in the Points of Defence is, in summary:-

(1)  The Company was not a quasi-partnership (Points of Defence §11);

(2)  The Petitioner and the 2^nd Respondents did not have equal rights in the management and operation of business (Points of Defence §12);

(3)  The profit sharing was not equal between the Petitioner and the 2^nd Respondent, and the payments made include dividends and directors’ salaries (Points of Defence §13);

(4)  The dividends payable were calculated according to the proportions of the shareholdings of the Petitioner (holding 1 share) and the 2^nd Respondent (holding 2 shares), and although the 2^nd Respondent was the majority shareholder, he chose to pay director salaries and dividends to them equally (Points of Defence §§13-14);

(5)  When Wong left the Company in 2001, Wong’s 1 share was duly transferred to the 2^nd Respondent with the Petitioner’s knowledge and approval (Points of Defence §§15-21);

(6)  The Company’s primary business was leasing and consolidation of land parcels located in San Tin, New Territories (Points of Defence §22(a));

(7)  Man Shui Tong Wui had, since about 1960, permitted Man Sha Lok Wui to grant leases in respect of Lot 204RP and to collect rent from the tenants of Lot 204RP (Points of Defence §§24-25);

(8)  The Petitioner was aware of Man Shui Tong Wui’s such permission (Points of Defence §26);

(9)  Acting in reliance on such permission, the Company entered into a tenancy agreement with Glory Creative and a subtenancy agreement with Ocean First Logistics and Dragon Container (Points of Defence §27);

(10)  The irreconcilable difference arose from the Petitioner’s breach of fiduciary duties as a director of the Company, namely:-

(a)  In the interpleader proceedings HCMP 2117 of 2023 commenced by Ocean First Logistics against the Company and Kenwell, the Petitioner filed evidence for Kenwell against the Company;

(b)  The Petitioner failed and/or refused to sign the cheques made payable to one Ansin Development Limited for rental payments;

(c)  The Petitioner urged Dragon Container not to pay rent to the Company;

(d)  The Petitioner failed and/or refused to attend any directors or shareholders meeting; and

(e)  The Petitioner failed and/or refused to disclose that Ng Ting Biu, the sole shareholder and director of Kenwell, was the Petitioner’s business partner;

(Points of Defence §30)

(11)  The Petitioner was aware of the connection between the 2^nd Respondent and Fortune Nine or Glory Creative, given that (a) the Petitioner signed the relevant tenancy agreement which explicitly stated that the 2^nd Respondent was interested in the transaction and (b) all the connected transactions were mentioned in the Company’s annual financial statements (Points of Defence §31); and

(12)  The 2^nd Respondent committed no wrongs, and any loss of trust and confidence was caused by the Petitioner (Points of Defence §34).

V.  ISSUES

9.  Broadly, the issues as crystalised by the pleadings are:-

(1)  Whether the Company was a quasi-partnership;

(2)  Whether Man Shui Tong Wui permitted Man Sha Lok Wui to let Lot 204RP and the other lots, and if so, whether the Petitioner knew of such permission;

(3)  Whether the 2^nd Respondent made the representation that he was the owner of the other land lots on which he was entitled to receiver rents, and if so, whether the representation was false;

(4)  Whether the Petitioner knew the connection between the 2^nd Respondent and Fortune Nine or Glory Creative; and

(5)  Whether the Petitioner breached his fiduciary duties as pleaded in Points of Defence §30.

VI.  PROCEDURAL BACKGROUND

10.  CMC directions were given. Discovery of documents had taken place, and shortly before the parties were to file witness statements in February 2025, the Petitioner filed the Amendment Summons on 24 January 2025.

11.  After the witness statements were filed in February 2025, no progress had been made. On 9 February 2026, the 2^nd Respondent filed the Striking Out Summons (which is a Re-Amended Summons originally filed on 24 January 2025, subsequently on 11 September 2025 and finally on 9 February 2026 in its current form).

12.  No further CMC directions have been sought or given. Also, no milestone dates have been fixed. In respect of the two Summonses before me, neither party, rightly in my view, takes any point on delay.

VII.  THE P’S AMENDMENT SUMMONS

13.  By the P’s Amendment Summons, the Petitioner seek to introduce amendment by adding §§15A-F:-

“15A. Further, or in the alternative, by reason of the facts and matters set out in paragraph 15B-15E below, the 2^nd Respondent has, in his capacity as a director of the Company, committed grave misconduct against both the Petitioner and the Company which, per se, would justify winding-up of the Company so as would enable the liquidator to conduct an inquiry into the business and affairs of the Company.

15B. Pursuant to the settlement agreement of 22.5.2001 of certain disputes between Man Chung Lap…and Chan Kwai Kwan…such settlement having been procured by the Petitioner, for a continuous periods of not less than 20 years:-

(a) Elitevalue, a company controlled by the said Chan, has been the tenant of Lots 768RP, 183, 202 and 204 of which ‘Man Sha Lok Wui…’ being the landlord; and

(b) the Company has been the subtenant of Elitevalue in respect of Lots 768RP, 183, 202 and 204.

15C. On 3.4.2020, the then expiring tenancy between ‘Man Sha Lok Wui…’ and Elitevalue was renewed for a term of 5 years. After such renewal, the 2^nd Respondent successfully persuaded Elitevalue:-

(a) not to renew the existing subtenancy of the Company; but

(b) granted a new subtenancy to Glory Creative… on 15.4.2020 upon terms identical to that of the tenancy renewed by ‘Man Sha Lok Wui…’ with Elitevalue,

upon the 2^nd Respondent’s representation that he would give an account to the Petitioner for such substitution.

15D. The consequence of the facts and matters referred to in paragraph 15C above being that:-

(a) the role of Elitevalue was substituted by Glory Creative…who became the substituted landlord of the Company; and

(b) since 15.4.2020, the 2^nd Respondent has been, through Glory Creative…reaping a profit from subletting Lots 768RP, 183, 202 and 204 to the Company.

15E. The Petitioner was not aware of the facts and matters pleaded in paragraph 15C above until compulsory discovery of documents in HCMP 2299 of 2023 and no account has ever been rendered by the 2^nd Respondent or Glory Creative…to either the Petitioner or the Company for the secret profits derived therefrom.

15F. Further, the sole purpose of incorporating the Company was to obtain a tenancy or subtenancy from the owner of Lot 204RP upon which it would operate a warehouse thereat. Upon the owner Lot 204RP, Man Shui Tong Wui… on 23.6.2023 granting a tenancy of, inter alia, Lot 204RP to Kenwell… it has not been possible for the Company to continue its business for which it was founded and operate. In the premises, its substratum has gone and it would be just and equitable that the Company be wound up.”

14.  First, the settlement agreement (the “Settlement Agreement”) in §15B is, in my view, irrelevant and thus should be struck out for the following reasons:-

(1)  The Settlement Agreement has been disclosed. It is an agreement solely between Man Chung Lap and Chan Kwai Kwun. Neither the Petitioner, nor the 2^nd Respondent, nor the Company was a party. Further, none of the provision in the Settlement Agreement was in relation to any tenancy between Elitevalue and the Company as pleaded in §15B. The Settlement Agreement is therefore irrelevant, and any attempt to rely on the Settlement Agreement for §15B is bound to fail.

(2)  Further, reading the Witness Statement of the Petitioner and considering the oral submissions of Mr KM Chong, counsel for the Petitioner, the purported tenancy between Elitevalue and the Company was procured pursuant to some arrangement extraneous to the Settlement Agreement, but such arrangement has not at any place been pleaded or proposed to be pleaded. During his oral submissions, Mr Chong submitted that he could undertake to further amend the pleading to cater for that. However, without any draft before me, I am unable to accept any such undertaking. I should decide the matter on the materials before me.

15.  For §§15A and C-F, Mr Leo Remedios, leading Mr Alvin Cheng, counsel for the 2^nd Respondent, submits that the plea is, according to the Petitioner’s case, “grave misconduct” as pleaded in 15A, and when reading this against the Points of Reply §13 which pleads to “fraud” for the same or similar event in §§15A and C-F, as well as the Witness Statement of the Petitioner which also uses the word “fraud” to describe the events, the plea is a plea of fraud. Mr Remedios submits that, since this is a plea of fraud, sufficient particulars should be pleaded but there are none, and so these paragraphs should be struck out.

16.  I agree that insofar as it is regarded as a plea of fraud, the particulars, if any, are insufficient. However, “fraud” is used in the Points of Reply and the Witness Statement, but not in the proposed amendment in the Amendment Summons. Instead, “secret profit” is used in §15E, which in my view accurately describe the events pleaded in §§15A and C-F. Insofar as there is allegation of fraud in the Points of Reply and Witness Statement not supported by particulars, such allegation may be struck out, but this does not mean that §§15A and C-F should also be.

17.  Mr Remedios refers me to the tenancy agreement between Glory Creative and the Company. He highlights that:-

(1)  The tenancy agreement contained an express declaration that the shareholder of Glory Creative was one of the shareholders of the Company, and the Company was “clearly aware of” that;

(2)  The Petitioner signed the tenancy agreement on behalf of the Company; and

(3)  Thus, any allegation of secret profit is bound to fail and/or made not bona fide.

18.  However, the real complaint about secret profit in the proposed amendment is not just that the 2^nd Respondent, through Glory Creative, received rents from the Company without the Petitioner’s knowledge. The real complaint about secret profit in the proposed amendment is that without the Petitioner’s knowledge, the 2^nd Respondent persuaded Elitevalue not to renew the sub-tenancy with the Company (§15C(a)) and to grant a subtenancy to Glory Creative (§15(b)). Therefore, even assuming that the Petitioner knew that the 2^nd Respondent was a shareholder of and otherwise somehow interested in Glory Creative, it does not follow that he knew that the 2^nd Respondent was doing all such persuasion to Elitevalue behind his back to the prejudice of the Company’s interests. As such, with respect, I disagree with Mr Remedio’s submissions that the secret profit allegation is bound to fail and/or made not bona fide.

19.  In the circumstances, I give leave for the amendment per §§15A and C-F of the draft Re-Re-Amended Petition.

20.  As a result, an additional issue between the parties is whether without the Petitioner’s knowledge, the 2^nd Respondent persuaded Elitevalue not to renew the tenancy with the Company and to grant a tenancy to Glory Creative, and if so, whether the 2^nd Respondent wrongfully made profits from such transactions.

VIII.  LEGAL PRINCIPLES IN RELATION TO STRIKING OUT

21.  The legal principles in relation to striking out are well established. I only have to state the following for the present purpose:-

(1)  It must be plain and obvious that the plea or evidence in question is irrelevant, scandalous, embarrassing, vexatious, frivolous and/or abusive.

(2)  Although a petition is strictly speaking not a pleading, it has been taken as such. All necessary facts must be pleaded, and the Court does not travel beyond the pleadings: see Re Jinro (HK) International Ltd [2004] 2 HKLRD 221 at §8 per S Kwan J (as she then was).

(3)  It is the Statement of Claim, or the Petition, that should contain the causes of action. The Reply should not. It is not a mere technicality but is a matter of fairness. The Defendant or the Respondent is entitled to take the Statement of Claim or the Petition as the basis of the complaint and has a chance to reply in the Defence and the evidence. Pleading the cause of action in Reply would deprive the Defendant or the Respondent of such proper chance. See Magic Score Limited v The Hongkong and Shanghai Banking Corporation Limited and Another, HCA 11077/1994, 23 June 2006 at §§20-21 per Lam J (as Lam VP then was).

(4)  It is the pleadings, not the evidence, that define the scope of dispute. That said, if the parties proceed on the basis that the evidence also defines the scope of dispute, the Court may proceed accordingly and the parties may not lodge complaint later. See Wing Hang Bank Ltd v Crystal Jet International Ltd and Others [2005] 2 HKLRD 795 at §§6-8 per CJHC Ma (as he then was).

IX.  THE PETITIONER’S WITNESS STATEMENT

A.  §§5-6 (last part), 7(b), (c) and 7 last three sentences

22.  For §§5-6 (last part), 7(b), (c) and 7 last three sentences of the Petitioner’s Witness Statement, they are all matters in support of the quasi-partnership. Although they are relevant to the issue of quasi-partnership, they are not pleaded in the Re-Amended Petition, and therefore, the 2^nd Respondent has not been given a chance to reply in the Points of Defence and the Witness Statement.

23.  Mr Remedios submits that these are matters that should have been pleaded in the Re-Amended Petition. Mr Chong submits that the matters are now in the Petitioner’s Witness Statement, and the 2^nd Respondent would be able to deal with them or has already dealt with them in the evidence, and to require the Petitioner to plead the matters in the Petition is a waste of time and costs. In fact, similar submissions are made on other parts sought to be struck out.

24.  In my view, these matters should have been pleaded in the Re-Amended Petition. Mr Chong’s submissions may have force if the 2^nd Respondent has proceeded on the basis that these matters are part of the Petitioner’s case, for example, by applying to file another round of witness statements to respond to these matters. However, the 2^nd Respondent has not done that, but instead, in the submissions, makes it clear that he does not accept that the matters in the evidence would define the scope of dispute. Equally important, in my view, is that if the Petitioner would be able to rely on the matters in the evidence at this stage to define the scope of dispute, there could be no end as to, and the 2^nd Respondent may well be left to guess, what else in the evidence would subsequently be relied upon to further define the scope of dispute. For example, evidence on the various matters is put into the Witness Statement, but it is not at all clear whether these matters are relied upon as particulars in support of the quasi-partnership or some other issues.

25.  It remains for me to say that one way to deal with such striking out application is, usually at such a relatively early stage of proceedings, to amend the pleadings by pleading these matters or provide voluntary particulars as to such matters (which would, but for the absence of pleadings, be relevant) mentioned in the evidence. However, nothing of that sort has been done, despite the 2^nd Respondent’s stance made clear by way of the striking out application itself and in the submissions that he would not agree that the evidence would be used to define the scope of dispute.

26.  Therefore, in my view, these paragraphs should be struck out.

B.  Heading (B) & §§8-18 (1^st six lines) and 19

27.  Heading (B) & §§8-18 (1^st six lines) and 19 of the Petitioner’s Witness Statement is about the Settlement Agreement and the arrangement extraneous to the Settlement Agreement. For the Settlement Agreement, I have already explained above why it is irrelevant. For the extraneous arrangement, it is not pleaded anywhere in the pleadings, and thus is also irrelevant.

28.  In the circumstances, these parts should be struck out.

C.  Parts of §18

29.  Those parts of §18 of the Petitioner’s Witness Statement sought to be struck out is concerning the extraneous arrangement, which is, as mentioned above, not pleaded. These parts should be struck out.

D.  §§20-23

30.  §§20-23 of the Petitioner’s Witness Statement is concerning the profit distribution. This is pleaded in §5 of the Re-Amended Petition. I note that there is no dispute that the profit was distributed evenly between the Petitioner and the 2^nd Respondent: see Points of Defence §§13-14. Although there is no dispute about the even distribution of profit, because it is something pleaded in the Re-Amended Petition, and the reason for the even distribution (equal partnership) is not the same as that provided by the 2^nd Respondent (his deliberate choice but no equal partnership), I think the Petitioner should be permitted to mention all these matters.

31.  These paragraphs also contain a complaint that the Petitioner has been denied access the accounting documents of the Company which the Petitioner says would show the profit distribution. These matters are only incidental to the matter about the distribution of profits. I would also allow the same to be in. For the avoidance of doubt, whether these accounting documents should or should not be disclosed for the fair disposal of the matter and/or saving costs is not a matter before me.

32.  In the circumstances, I refuse to strike out §§20-23 of the Petitioner’s Witness Statement.

E.  Heading (E) & §§24-25

33.  §24 mentions that after Wong left, he left the same with the partnership and did not retrieve any value of his investment.  This is something which should have been pleaded in the Re-Amended Petition to explain why on paper, upon Wong’s leaving, Wong’s share was transferred to the 2^nd Respondent, something which would on the face of it contradict the Petitioner’s case of equal right to participate pleaded in the Re-Amended Petition and thus should have been set out upfront in the Re-Amended Petition. So that the 2^nd Respondent may have his own case about whether Wong left the investment with the partnership or not. However, this has not been pleaded at all.

34.  §25 of the Petitioner’s Witness Statement sets out that after Wong left the Company, the value of the interest of the remaining partners, namely, the Petitioner and the 2^nd Respondent, “swelled”, as reflected from the equal profit distribution. This equal, “swelled” value may support the equal right to participate. However, again, this is not pleaded.   

35.  In the circumstances, I strike out Heading (E), and §§24-25.

F.  §26 (2^nd line and last two lines) – 30

36.  §26 (2^nd line and last two lines) – 30 of the Petitioner’s Witness Statement is, again, concerning distribution of profit and denial of access to accounting documents. For the same reasons given in relation to §§20-23 of the Petitioner’s Witness Statement, I refuse to strike out §26 (2^nd line and last two lines) – 30 of the Petitioner’s Witness Statement.

G.  §32

37.  §32 of the Petitioner’s Witness Statement mentions that Wong transferred his share to the 2^nd Respondent upon the 2^nd Respondent’s misrepresentation. This is not pleaded at all. If this is relied upon in support of the equal right to participate, it should have been pleaded in the Re-Amended Petition, but it is not. If this is not relied upon for this purpose, then it appears irrelevant.

38.  Therefore, I strike out §32 of the Petitioner’s Witness Statement.

H.  §§36 (2^nd – 4^th lines) & 37 (1^st three lines)

39.  §§36 (2^nd – 4^th lines) & 37 (1^st three lines) of the Petitioner’s Witness Statement concern the Petitioner’s discovery that Man Sha Lok Wui had no title to Lot 204RP and the Petitioner’s telling the 2^nd Respondent about such discovery. These, in my view, are evidence for the pleas in §§8-9 of the Re-Amended Petition. They are relevant, and I refuse to strike out §§36 (2^nd – 4^th lines) & 37 (1^st three lines) of the Petitioner’s Witness Statement.

I.  §§38 (3^rd line onwards), 39, 43-44, 46

40.  §§38 (3^rd line onwards), 39, 43-44, 46 of the Petitioner’s Witness Statement mention:-  

(1)  the compromise between Man Shui Tong Wui and Man Lok Sha Wui whereby Man Shui Tong Wui would not claim against the latter, and the latter would not enforce the tenancy granted to Elitevalue;

(2)  Kenwell issued interpleader proceedings in HCMP 2117/2023 and HCA 125/2024 against Ocean First Logistics, and subsequently a compromise was reached between the two.

41.  Mr Chong submits that these are relevant to why there was irreconcilable difference between the Petitioner and the 2^nd Respondent as to the continuation of the tenancy between Elitevalue and the Company. With respect, I am unable to appreciate such submissions and further, I cannot see how these paragraphs are relevant at all.

42.  I therefore strike out §§38 (3^rd line onwards), 39, 43-44, 46 of the Petitioner’s Witness Statement.

J.  §§47 and 48

43.  §§47 and 48 of the Petitioner’s Witness Statement mention the 2^nd Respondent’s inability to call a directors’ or shareholders’ meeting and the 2^nd Respondent’s application in HCMP 2299/2023 for calling a shareholders’ meeting. Mr Chong submits that these are in response to the Points of Defence §30(b)(5) that the Petitioner breached his duty in failing to attend directors’ meetings. He apparently submits that it was in the first place that the 2^nd Respondent was unable to call any meeting. Such matter, in my view, appears to be relevant.

44.  However, the parts sought to be struck out are the Petitioner’s own interpretation of HCMP 2299/2023. Insofar as necessary, disclosure of a copy of Harris J’s decision of 20 March 2024 ([2024] HKCFI 1119) in HCMP 2299/2023 would be sufficient. Any Petitioner’s own interpretation of the matter is his opinion, which should be struck out as irrelevant.

K.  §49

45.  §49 of the Petitioner’s Witness Statement concerns, again, the denial of access to accounting documents that would show distribution of profits. For the reasons given for §§20-23 of the Petitioner’s Witness Statement, I refuse to strike out §49.

L.  Heading (B) and §§50-53

46.  Heading (B) and §§50-53 of the Petitioner’s Witness Statement is in line with §§12-13 of the Re-Amended Petition. Mr Remedios’ complaint is that the figures mentioned in §50 of the Petitioner’s Witness Statement is not pleaded. The issue is whether the payments should have been made at all, rather than the amount. In this sense, the figures are evidence only. The 2^nd Respondent does not have to respond to the figures specifically; rather, the 2^nd Respondent has to respond to whether such payments should have been made in the first place upon the 2^nd Respondent’s representation that he was the owner of the relevant land lots pleaded in §§12-13 of the Re-Amended Petition. I make it clear that the introduction of the figures into the evidence does not mean that there is any live dispute over the dollars and cents.

47.  In other words, the figures are relevant as evidence, but the figures per se are not really in issue. In my view, it would be too artificial to strike out the figures only. In the circumstances, I refuse to strike out §§50-53 of the Petitioner’s Witness Statement.

M.  §§54-56, 58-63

48.  §§54-56, 58-63 of the Petitioner’s Witness Statement are in line with §§15A and C-F of the Re-Re-Amended Petition, except that the last part of §60 (“I have been advised by my legal representative and verily believe that this constituted fraud… loss and damages to me and the Company as well”) is, first, opinion, and second, scandalous in that no proper particulars of fraud can be found, whether in pleadings or in evidence.

49.  In the circumstances, I strike out this part of §60, and refuse to strike out the other paragraphs and the remaining part of §60.

N.  §64

50.  §64 of the Petitioner’s Witness Statement states the Petitioner’s knowledge that Ocean First Logistics has not been repaid rental deposits deposited with the Company. This is in line with the Petitioner’s plea that the 2^nd Respondent insisted upon the Company’s sub-subletting of Lot 204RP to Ocean First Logistics pleaded in §10(b) of the Re-Amended Petition, and is thus relevant. I refuse to strike out §64.

O. §§65-66 (1^st two lines)

51.  §§65-66 (1^st two lines) of the Petitioner’s Witness Statement is related to the Settlement Agreement. Further, the purpose of setting up the Company to take advantage of the Settlement Agreement mentioned in §65 is inconsistent with the plea at §7 of the Re-Amended Petition which does not refer to any Settlement Agreement. For the reason above that the Settlement Agreement is irrelevant and such purpose, not pleaded in any event, is also irrelevant, I strike out §§65-66 (1^st two lines) of the Petitioner’s Witness Statement.

X.  WONG WAI KEUNG’S WITNESS STATEMENT

A.  §§7-8 (last 4 lines), 9-10 and §§12(b)-19

52.  §§7-8 (last 4 lines), 9-10 and §§12(b)-19 of Wong Wai Keung’s Witness Statement are all matters in support of the quasi-partnership. Although they are relevant to the issue of quasi-partnership, they are not pleaded in the Re-Amended Petition.

53.  For the same reasons for striking out §§5-6, 7(b), (c) and 7 last three sentences and §§12(b)-19 of the Petitioner’s Witness Statement, I strike out these paragraphs of Wong Wai Keung’s Witness Statement.

B.  §§20-24

54.  §§20-24 of Wong Wai Keung’s Witness Statement is in relation to the Settlement Agreement. For the reason given above that the Settlement Agreement is irrelevant, I strike out §§20-24 of Wong Wai Keung’s Witness Statement.

C.  §§29-32

55.  §§29-32 of Wong Wai Keung’s Witness Statement is, essentially that after Wong left the Company, the 2^nd Respondent exerted undue influence or made misrepresentation inducing Wong to transfer his share to the 2^nd Respondent contrary to Wong’s intention. These matters are something which would on the face of it contradict or explain the transfer of Wong’s share to the 2^nd Respondent in relation to the Petitioner’s case of equal right to participate. Thus, these are matters that should have been pleaded, but are not.

56.  In the circumstances, for the same reasons for striking out §§5-6, 7(b), (c) and 7 last three sentences of the Petitioner’s Witness Statement, I strike out §§29-32 of Wong Wai Keung’s Witness Statement.

XI.  CHAN KWAI KWAN’S WITNESS STATEMENT

A.  §§4, 6-9

57.  §§4, 6-9 of Chan Kwai Kwan’s Witness Statement is in relation to the Settlement Agreement. As explained above, the Settlement Agreement is irrelevant and thus these paragraphs are irrelevant. I strike out these paragraphs.

B.  §§12, 14-21

58.  §§12, 14-21 of Chan Kwai Kwan’s Witness Statement is, in my view, evidence in relation to §15C of the Re-Re-Amended Petition about the 2^nd Respondent persuading Elitevalue not to renew the tenancy with the Company and to grant a tenancy to Glory Creative. Save and except for the first sentence of §16 mentioning Clause 3 of the Settlement Agreement which authorised Chan Kwai Kwan to handle the matters in relation to the relevant land lot, which has not been pleaded as the basis for the 2^nd Respondent’s authority to handle the matters, I refuse to strike out the remaining part of §16 and other paragraphs.

XII.  POINTS OF REPLY

A.  §§5(a)-(d), 6, 7, 9, 10, 16(a) and 25

59.  §§5(a)-(d), 6, 7, 9, 10, 16(a) and 25 of the Points of Reply are matters in support of the quasi-partnership. These are matters that should have been pleaded in the Re-Amended Petition. For the same reason for striking out §§5-6, 7(b), (c) and 7 last three sentences of the Petitioner’s Witness Statement, I strike out these paragraphs.

B. §§13, 16(d) and 24(b)

60.  §§13, 16(d) and 24(b) of the Points of Reply are wrongdoings of the 2^nd Respondent not pleaded in the Re-Amended Petition at all. These wrongdoings should be pleaded in the Re-Amended Petition. Even if Mr Chong is right in submitting that these are simply conclusions drawn on the matters already pleaded in the Re-Amended Petition, where the conclusions would be relied upon as part of the Petitioner’s causes of action, these should be pleaded in the Re-Amended Petition. If the conclusions would not be so relied upon and those were just conclusions on the facts already pleaded, then there would not be any need to plead the conclusions in the Points of Reply.  Either way, these matters should not be in the Points of Reply.

61.  Therefore, I strike out these paragraphs.

C. Parts of §18

62.  Those parts of §18 of the Points of Reply sought to be struck out are about the affirmation filed in HCMP 2117/2023. §18 is in reply to the Points of Defence plea at §30(b)(1), (2) and (4) that the Petitioner made an affirmation and provide information to Kenwell in HCMP 2117/2023. §18 of the Points of Reply say that the affirmation was filed in the Petitioner’s own personal capacity simply setting out the truth, thus effectively saying that the affirmation and the information was provided not in breach of any fiduciary duty to the Company. I think §18 is relevant (although whether I agree that this constitutes a valid reply to the allegation of breach of fiduciary duty is another matter), and so I refuse to strike it out.

XIII.  CONCLUSION

63.  In the circumstances, on the P’s Amendment Summons, I make the following order:-

(1)  There shall be leave to the Petitioner, within 14 days, to file and serve Re-Re-Amended Petition per the draft Re-Re-Amended Petition attached to the P’s Amendment Summons with §15B be deleted;

(2)  There shall be leave to the 2^nd Respondent, within 21 days thereafter, to file and serve Amended Points of Defence only consequential upon the re-re-amendment;

(3)  There shall be leave to the Petitioner, within 14 days thereafter, to file and serve Amended Points of Reply only consequential upon the amendment;

(4)  Costs of and incidental to the re-re-amendment to the Re-Amended Petition be to the 2^nd Respondent in any event, to be taxed if not agreed; and

(5)  On a nisi basis, 90% of the costs of and incidental to the P’s Amendment Summons itself be to the Petitioner, to be summarily assessed.

64.  On the R2’s Striking Out Summons:-

(1)  I have already set out what to strike out and what not, and thus make an order to strike out those parts I have held above to be struck out;

(2)  I order that the Witness Statements with those struck-out parts redacted to be filed and served within 14 days from today;

(3)  The original Witness Statements in question shall be expunged from the Court files thereafter; and

(4)  On a broad-brush approach, on a nisi basis, the Petitioner should pay the 2^nd Respondents 65% of costs of the R2’s Striking Out Summons, to be summarily assessed. I make it clear that on this nisi basis, I award certificate for one counsel only.

65.  For the summary assessments, I order that the receiving party shall lodge and serve a statement of costs within 3 days from today, the paying party shall lodge and serve a list of objections within 3 days thereafter, and the summary assessments shall be conducted on paper thereafter.

66.  The parties are reminded of Peter Ng J’s Order made on 6 February 2025 in relation to the directions to be complied with upon the determination of the P’s Amendment Summons and the R2’s Striking Out Summons.

67.  It remains for me to thank counsel for their assistance.