WONG OI KING v. LAI HO PAK AND ANOTHER

HCCW 102/2007

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) PROCEEDINGS NO 102 OF 2007

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D E C I S I O N

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1.  I have before me two summonses issued respectively by the Petitioner and the Respondents.  They relate to the ongoing process of valuing the assets of the 2nd Respondent which is one of three companies which have been the source of a shareholders’ dispute between the Petitioner and the 1st Respondent.

2.  On 10 April 2013, I made an order for the parties to instruct and exchange valuation surveyors in relation to three houses at 20 To Fung Shan Road in the New Territories and for two of those houses to be sold by the 2nd Respondent.  I also made an order in paragraph 3 that a copy of the will of Lai Wing be provided to the Petitioner’s solicitors within 14 days.

3.  As matters transpired, when the process of assessing the value of the properties commenced, it became apparent to the parties that two of the houses, namely, House C and House F, had not been occupied since they were constructed over 20 years ago and are in a state of serious disrepair.  The parties both think that it might make sense for remedial work to be carried out before those two houses are sold.  The directions that were sought by the parties were directed to dealing with that issue. 

4.  I declined to make directions specifically relating to the carrying out of remedial work.  I did so for the following reasons: it does not seem to me that this is a matter that it is necessary to be addressed in order for my original order to be complied with.  If the parties consider that it is commercially sensible that remedial work is carried out to two of the houses, there is nothing to stop them agreeing it.

5.  The history of the attempts to value both this company and the other two companies, which have been the subject of dispute between the parties, has been extremely vexed.  In particular, the 1st Respondent, Lai Ho-pak, in my view, has shown a consistent unwillingness not only to comply with the spirit of the orders that the court has been making with a view to progressing the resolution of this dispute, but on a number of occasions simply not complying with the letter of the orders either.

6.  I am reluctant to make any more variations to the previously agreed procedures as it seems to me that it is more likely to result in more disputes as the 1st Respondent looks for more reasons to be unco-operative.

7.  I shall therefore make the following order:

(1) The Petitioner and the 1st Respondent shall each appoint a surveyor to prepare valuation of the following real property as at the date of the Order herein, which shall be exchanged by 5:00 pm on 10 January 2014:

(a) Block C (Including the Garden Space Appurtenant thereto) and Car Parking Spaces Nos. 5 and 6, Villa La Parc, 20 To Fung Shan Road, Tung Lo Wan, Shatin, New Territories, Hong Kong.

(b) Block D (Including the Garden Space Appurtenant thereto) and Car Parking Spaces Nos. 7 and 8, Villa La Parc, 20 To Fung Shan Road, Tung Lo Wan, Shatin, New Territories, Hong Kong.

(c) Block F (Including the Garden Space Appurtenant thereto) and Car Parking Spaces Nos. 11 and 12, Villa La Parc, 20 To Fung Shan Road, Tung Lo Wan, Shatin, New Territories, Hong Kong.

(2) Leave be granted to the Petitioner to adduce the expert evidence of Mr  Henry T.M. Ng, Managing Director and Land Surveyor of Chynchen Associates Limited in setting out of subdivision and land survey for the properties stated under paragraph 1(a) of the said Order (“the Shu Fat Properties”) by 5:00 pm on 13 December 2013, and such expert evidence is to assist the surveyor employed by the Petitioner, namely Midlands Surveyors Limited in preparing the valuation of the properties.  The scope of work is including but not limited to the following: -

(a) Re-establishing the lot boundary of the subject lot (i.e. The Remaining Portion of Sha Tin Town Lot No. 186) upon which the Shu Fat Properties are situated on.

(b) Subdividing the garden areas for the Shu Fat Properties, especially for the following: -

(i) Block C (Including the Garden Space Appurtenant thereto) and Car Parking Spaces Nos. 5 and 6, Villa La Parc, 20 To Fung Shan Road, Tung Lo Wan, Shatin, New Territories, Hong Kong.

(ii) Block D (Including the Garden Space Appurtenant thereto) and Car Parking Spaces Nos. 7 and 8, Villa La Parc, 20  To  Fung Shan Road, Tung Lo Wan, Shatin, New Territories, Hong Kong.

(c) Surveying the garden areas for the Shu Fat Properties.

(3) The 2nd Respondent shall sell the following real property by way of public auction by 5:00 pm on 14 March 2014, with the reserve price set at the median price of the 2 valuations obtained pursuant to paragraph 1 above: -

(a) Block C (Including the Garden Space Appurtenant thereto) and Car Parking Spaces Nos. 5 and 6, Villa La Parc, 20 To Fung Shan Road, Tung Lo Wan, Shatin, New Territories, Hong Kong.

(b) Block F (Including the Garden Space Appurtenant thereto) and Car Parking Spaces Nos. 11 and 12, Villa La Parc, 20 To Fung Shan Road, Tung Lo Wan, Shatin, New Territories, Hong Kong.

(4) The 1st Respondent shall give unfettered access on two occasions to Mr Henry T.M. Ng and any two of the following (1) Wilson Leung (2) Jackson Lai (3) Alfred Tsang and (4) Jones Poon to Houses C, D and F, Villa La Parc, 20 To Fung Shan Road, Tung Lo Wan, Shatin, the New Territories, Hong Kong and the garden space appurtenant thereto, and car parking spaces numbers 7 and 8, between 9.30 am to 5.00 pm Monday to Friday excluding statutory holidays.

(5) The 1st Respondent shall allow those persons inspecting Houses C, D and F pursuant to paragraph 4 to take photographs, take measurements and make notes during their inspection.

(6) The 1st Respondent and Lam Siu Wah shall both file and serve by 5.00 pm on 11 October 2013 an affirmation explaining why paragraph 3 of the order dated 10 April 2013 has not been complied with. One of the affirmations shall exhibit to it a copy of any request made to the High Court for a copy of the will of Lai Wing or probate granted in respect of it and any reply to such request.

(7) The 1st Respondent shall provide to the Petitioner’s solicitors by 5.00 pm on 18 October 2013 a certified copy of the Will of Lai Wing, deceased in which the 1st Respondent was appointed the executor.

(8) The 1st Respondent shall attend personally all hearings in these proceedings until further order.

8.  It will be noted from the terms of the order set out above that it has been necessary to make specific directions that the Petitioner’s valuers are given access to House D, which is occupied by the 1st Respondent.  He, apparently, has not been willing to give access to the Petitioner’s valuers on what I was told was the ground that the house contained 20 years of accumulated items and it would not be convenient.  This seems to me to be obviously nonsense and typical of the problems I have referred to earlier in obtaining the 1st Respondent’s compliance with the intention of the orders that the court has been making.

9.  There is also reference in the order to a failure to comply with paragraph 3 of my order of 10 April 2013.  I asked why paragraph 3 had not been complied with during the hearing and did not receive a satisfactory answer.  I therefore have made orders requiring both the failure to comply with the order to be explained and for the will to be provided by the end of next week.

10.  I would note for the record that the 1st Respondent’s failure to comply with court orders is becoming increasingly troubling.  I also find his solicitor’s apparent indifference to compliance and the indifference shown in answer to questions during the hearing about why paragraph 3 had not been complied with disturbing.

11.  I can understand that the Petitioner, although obviously frustrated by the 1st Respondent’s conduct, may take the view that she does not wish to spend time and money pursuing contempt proceedings against him, but I want it to be understood that if the 1st Respondent continues to show such flagrant disrespect to the court I may, of my own motion, instigate such proceedings.