Liming Capital Ltd v Clsa Ltd

CourtHigh Court (Hong Kong)
Judgment Date29 December 2017
Judgement NumberHCA2055/2008
Subject MatterCivil Action
HCA2055B/2008 LIMING CAPITAL LTD v. CLSA LTD

HCA 2055/2008

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

HIGH COURT ACTION NO 2055 OF 2008

____________

BETWEEN
LIMING CAPITAL LTD Plaintiff

and

CLSA LIMITED Defendant

____________

Before: Hon Chung J in Chambers
Dates of Hearing: 13 and 21 February 2017
Date of Decision: 21 February 2017
Date of Reasons for Decision on Re-amendment of Statement of Claim 29 December 2017

_______________________________________________

REASONS FOR DECISION ON
RE-AMENDMENT OF STATEMENT OF CLAIM

_______________________________________________

1. Leave was given to the plaintiff to re-amend its amended statement of claim on the first day of trial. Below are the brief reasons for the decision.

2. This is a claim commenced in 2008 to sue for the outstanding balance of consultancy fee. The defendant was the placement agent of a share placement which was completed in late 2007; the plaintiff was engaged by the defendant as a consultant in that exercise.

3. The parts of the proposed re-amendment (“draft amendment”) where the parties’ main disagreement focused on were those pertaining to the quantum of loss.

4. In the (then current) amended statement of claim, it was pleaded:

“… the Defendant, … in breach of the Agreement, effected a transfer of only 151,150,000 shares of A-Max to the Plaintiff, which number of shares represented only 40% of [the defendant’s] Fee … ” (para 19 thereof);

“… 151,150,000 A-Max Shares were only transferred to the Plaintiff on 10 January 2008 … ” (para 20 thereof).

The quantum of loss was essentially said to be:

“… the drop in price of A-Max Shares from 24 December 2007 to 10 January 2008 … ” (para 20 thereof).

In the prayer for relief, the total sum claim was put at about $7.9 million.

5. In the draft amendment, the said 151 million odd shares (“the transferred shares”) were pleaded as:

“… which number of shares represented only 40% of the amount payable on the Defendant’s own calculation of the [defendant’s] Fee ... ” (para 19 thereof).

6. The defendant complained that this amounted to a withdrawal of an admission that the transferred shares represented 40% of the defendant’s fee. Further, it opened up the new issue of how the plaintiff’s fee was to be calculated (assuming the defendant’s...

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