CHANCE TALENT MANAGEMENT LIMITED,
Petitioner, of Vistra Corporate Services Centre,
Wickhams Cay II, Road Town, Tortola, VG 1110,
British Virgin Islands
__________________________
Before:
Deputy High Court Judge KC Chan in Court
Date of Hearing:
27 August 2024
Date of Judgment:
27 August 2024
Date of Reasons for Judgment:
12 September 2024
__________________________
REASONS FOR JUDGMENT
__________________________
1.
This is the substantive hearing of:
a. the bankruptcy petition presented on 22 August 2023 by the Petitioner against Paul Clement Tam (respectively “
the Petition
” and “
Tam
”) based on an unmet statutory demand demanding Tam to pay the debt of HK$31,722,150 (“
the Alleged Debt
”) arising out of the liability of Tam as a guarantor; and
b. Tam’s application by summons dated 12 June 2024 (“
the Stay Summons
”) for the Petition to be dismissed or alternatively stayed pending the determination of arbitration proceedings HKIAC/PA24107 commenced by Tam on 25 April 2024 (“
the Arbitration
”).
2.
The Petition is opposed by Tam on the ground that there is a
bona fide
dispute over the Alleged Debt. The Stay Summons was issued by him as a fallback.
3.
At the conclusion of the hearing, I dismissed the Petition and made no order on the Stay Summons, with the costs of the Petition to be paid by the Petitioner, and the costs of the Stay Summons not yet dealt with.
4.
Here are my reasons.
The Basic Facts
5.
In August 2014, Brands United Limited (“
the Company
”) was incorporated in Hong Kong to carry on the business of retail merchandising, licensing, brand management and promotion. It was founded by 4 founders, namely, Yeung Chee Tat (“
Stanley
”), Lau Ka Wing (“
Kelvin
”), Lee Chun Sing Andrew (“
Andrew
”) and Tam (together “
the 4 Founders
”). Stanley was the sole registered shareholder of all 10,000 issued shares of the Company and was its sole director and the sole signatory of the Company’s bank accounts. Of the said 10,000 issued shares, 7,500 of them were held by Stanley on trust for Kelvin, Andrew and Tam in equal amounts, namely 2,500 shares each.
6.
Tam was acquainted with Mr Yang Qi (“
YQ
”), the Vice President of Direct Investment of CCB International (Holding) Limited (“
CCBI
”), whom he introduced to the other 3 founders.
7.
From August 2015 on, the 4 Founders and CCBI (through YQ) had been discussing and later agreed that CCBI would through the Petitioner invest into the Company by subscribing the Company’s newly issued convertible preference shares with a view to facilitating the successful listing of the Comp
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