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Wang Zhongyong et al -v- Union Zone Management Limited and Jin Xiaoyong et al Claim No. BVIHCMAP 2013/0024

January 2015 LiquidationWinding UpInsolvency

BRITISH VIRGIN ISLANDS

COURT OF APPEAL

COMMERCIAL APPEAL – WINDING UP OF COMPANY – APPOINTMENT OF LIQUIDATORS OF A COMPANY ON JUST AND EQUITABLE GROUNDS – WHETHER COMMON INTENTION OR UNDERSTANDING AMONG SHAREHOLDERS LEADING TO QUASI-PARTNERSHIP WAS FORMED – WHETHER SOLE OR MAIN PURPOSE OF COMPANY FAILED – SECTION 162 OF THE INSOLVENCY ACT, 2003 – SECTION 184I OF THE BVI BUSINESS COMPANIES ACT, 2004

This Appeal was against the decision of the court of first instance dismissing an application to appoint liquidators over Union Zone Management Limited (the “Company”) on the just and equitable ground under Section 162 of the Insolvency Act, 2003. The Appellants were minority shareholders in the first Respondent. The second to fourth Respondents were collectively the majority shareholders of the Company. The second Respondent, Jin Xiaoyong held the shares in the Company for his deceased father Jin Biao. The Appellants alleged that there was (1) a common intention or understanding leading to the existence of a quasi-partnership between Jin Biao and the Appellants, which continued after Jin Xiaoyong joined the management of the Company and its subsidiaries after his father’s death, and which they allege was breached when the Appellants were excluded from all aspects of the management of Union Zone and its subsidiaries; and (2) the sole purpose for which the Company was incorporated was to obtain a public listing, and this had failed. On appeal, the Appellants also sought to rely on the Appeal on the allegation that the business of Jangzhou (a subsidiary) was in disarray, a fact not pleaded in their claim.

 

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Wang Zhongyong et al -v- Union Zone Management Limited and Jin Xiaoyong et al Claim No. BVIHCMAP 2013/0024

 

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