Victor Joffe QC 鍾偉滔大律師

(CV available in English only 简历只有英文版本)

T: (+852) 2523 2003
E: vjoffe@templechambers.com
Clerk: Francisco das Caldas T: (+852) 2248 1871

Professional qualifications

Call: Hong Kong 2011; United Kingdom 1975
Inner Bar (Silk): Queen’s Counsel (England and Wales) 2001
Admitted to New York State Bar: 1998
Admitted as Barrister of the Eastern Caribbean Supreme Court: Anguilla Circuit 2003 and BVI Circuit 2005
Admitted to Bar of New South Wales: 2012
Admitted to Bars of Gibraltar and Grand Cayman ad hoc
Accredited as a mediator by CEDR: 2007

Education

1973 BA (Hons) in Law, University of Cambridge
1974 LLB, University of Cambridge
1975 MA, University of Cambridge

Practice profile

Generally

Victor Joffe QC (England and Wales) practised for many years at the highly respected London chambers Serle Court before commencing full time practice at the Hong Kong Bar in 2011. Since then he has appeared regularly in the Hong Kong Courts at both first instance and appellate level. His practice, both as an advocate and in the advisory sphere, encompasses all aspects of company law (including corporate insolvency), commercial law, trusts (particularly international trusts), and matrimonial finance. Victor has likewise appeared frequently at both first instance and appellate level in England, the BVI, Anguilla, Grand Cayman and Gibraltar. He is also well known for his leading publication Minority Shareholders: Law, Practice and Procedure (5th edition, 2015).

More specifically

COMPANY: Shareholder and internal disputes, unfair prejudice, protection of minority rights, corporate governance, directors' duties, derivative actions, just and equitable winding-up, share transactions, takeovers

INSOLVENCY: Receivership, administration and liquidation; retention of title clauses; personal insolvency

COMMERCIAL LITIGATION: Commercial and contract (especially cross-border) disputes, joint venture, share warranty, share asset, and distribution contracts

MATRIMONIAL FINANCE AND CONTENTIOUS TRUST LITIGATION: Matrimonial finance and jurisdictional issues; trustee’s rights and obligations, asset tracing, third party liability for receipt and assistance, advising trustees and beneficiaries in cross-border litigation

CIVIL FRAUD: Breach of fiduciary duty; tracing and proprietary claims; money laundering

Selected cases

Company:

Loyal Profit International Development Ltd v. Travel Industry Council of Hong Kong (HCMP 256/2016, 27 April 2017): whether directives passed by TIC were ultra vires and void or contrary to s 6 of Competition Ord. Cap 619

Shih-Hua Investment Co., Ltd V. Zhang Aidong (HCCW 198/2016, 19 January 2017): whether board of company could be reconstituted on an interlocutory application in unfair prejudice case.

Speedy Brilliant Investments Ltd v China Health Group Ltd (HCCW 816/2006, 2 June 2016): injunction restraining board of listed company from (i) preventing shareholder from convening meeting; and (ii) interfering with the proper conduct of the meeting.

Foo Tsing v Roeders Geschaeftsfuehrungs GMBH (HCCW 68/2016, 26 May 2016): whether shareholder entitled to injunction restraining his removal as director pending hearing of petition for unfair prejudice/just and equitable winding up relief.

Re Yung Kee Holdings Ltd (HCCW 154/2010, 31 October 2012);[2014] 2 HKLRD 313; (2015) 18 HKCFAR 501: jurisdiction to grant relief in respect of BVI company for unfair prejudice and just and equitable winding up.

張才奎所託管中國山水投資有限公司股份及另一人 v. 張才奎及另一人 (HCA 1661/2014, 30 September 2015; 26 October 2015): whether interim receivers should be directed (i) not to seek to change composition of board of company in which subject company held shares; (ii) to reverse appointment of directors; refusal of leave to appeal.

Veron International Ltd v RCG Holdings Ltd (HCMP 3210/2013, 20 July 2015: whether leave to be given to minority shareholder to bring statutory derivative proceedings.

張才奎所託管中國山水投資有限公司股份及另一人 v. 張才奎及另一人 (HCA 1661/2014, 14 July 2015 and 23 July 2015): whether interim receivers of shares should be (i) directed to vote in particular manner at EGM; (ii) allowed to vote as they thought fit.

Re China Kingstone Ltd (HCMP 1472/2015, 8 July 2015): injunction requiring shares in open offer to be allotted to shareholder rather than underwriter.

Re Chun Yip Holdings Ltd (HCCW 463/2012, 26 March 2015): series of cases relating to “group” of companies, striking out of certain winding up petitions and striking out of prayer for just and equitable winding up in others.

Yu Yuchuan v China Shansui Investment Co Ltd (HCMP360/2015, 17 March 2015) whether leave to be given to minority shareholders to present unfair prejudice petition on behalf of subject company.

Antenna Investments Ltd v Asia Television Ltd [2015] 1 HKLRD 907: representing the company (ATV) in unfair prejudice petition.

Luck Continent Ltd v Chung Chee Tock Theodore (i) [2013] 4 HKLRD 181: whether unfair prejudice could arise from company’s arrangements with Hong Kong Stock Exchange; (ii) (2014) 7 HKCFAR 863: whether appeal could be continued where appellant had disposed of shareholding in subject company.

Re Central Billion Inc (HCCW 369/2011, 24 February 2014): whether petition for just and equitable winding up of BVI company should be struck out.

Waddington Ltd v Chan Chun Hoo (2008) 11 HKCFAR 370: whether multiple derivative action was permissible and whether the claim was barred by “no reflective loss” principle.

Chemtrade Ltd v Fuchs Oil Middle East Ltd Eastern Caribbean Court of Appeal, BVIHCVAP 2013/0004 (10 September 2013), proper remedy where unfair prejudice has been found.

Re Southern Counties Fresh Foods Ltd [2011] EWHC 1370 (Ch): lengthy and complex unfair prejudice petition, involving consideration of fiduciary duties of directors of joint venture companies.

Insolvency:

Re Lehman Brothers Futures Asia Ltd [2107] 2 HKLRD 871: scheme of arrangment in relation to companies in liquidation for distribution of surplus to avoid litigation over legal issues, and correct determination of classes of creditors

Re The Grande Holdings Ltd [2016] 1 HKLRD 435: whether sum due to bank under interest rate swap transaction was liquidated debt.

Re Wongs Investment Development Holdings Group Ltd (HCCW 332/2012, 10 July 2015): whether liquidators should (i) be ordered to enter into loan agreement with third party and (ii) be restrained from exercising votes attached to shares held by company in liquidation in particular way.

Re The Grande Holdings Ltd [2015] 1 HKLRD 743: whether lawyers’ fees were liquidated debt/admissible for voting purposes.

Civil Fraud:

XY LLC v Jesse Zhu (CACV 11/2016, 5 December 2016): continuation of Mareva injunction against third party (Chabra jurisdiction)

Classroom Investments Inc v HK Wanshitaiping Investment and Management Ltd (HCMP 577/2016, 16 June 2016): in case of alleged fraud, continuation of Mareva injunction over deposit maintained with bank representing proceeds of P’s property.

Armstrong DLW GmbH v Winnington Networks Ltd [2013] Ch 156: unjust enrichment, fraud and knowing receipt in relation to incorporeal property.

Mohammed v Durbar [2010]: Representing claimant in multi-million pound claim for recovery of proceeds of fraud laundered through foreign bank accounts.

Commercial:

Franz Josef Adick v. Grosvenor International Holdings Ltd (HCA 1327/2012, 4 October 2016): recovery of deposit by cancelling purchaser

Pacific Harbor Advisors Pte Ltd v Winson Federal Ltd (CACV 115/2016, 22 June 2016): whether privilege against self-incrimination available in oral examination under RHC O 48.

Natamon Protpakorn v Citibank NA (CACV 163/2013, 22 October 2015): whether contractor promissory estoppel precludes a bank from relying on oral representations inconsistent with its written conditions.

Re Birmingham International Holdings Ltd (HCMP 395/2015, 28 August 2015): whether receivership order should be continued.

Capital Wealth Finance Co Ltd v Lai Yueh-Hsing (HCA 686/2012, 31 July 2015): whether orders for discovery/striking out should be made.

WDA Architects Ltd v MHS Planners (CACV116/2114, 21 July 2015): whether amendments to Amended Statement of Claim could be made.

FCL China Development Ltd v Lai Yuen Ling (CACV 193/2014, 20 March 2015): whether summary judgment on settlement agreement to be set aside by reason of alleged misrepresentation, prevention principle or set off.

Alhamraniv Alhamrani[2014] UKPC 37: Consideration of approach to contractual interpretation; approach to expert evidence and approach of an appellate court to findings of the trial judge on the proper meaning of a contract governed by foreign law.

Johnson Electric International Ltd v Bel Global Resources Holdings Ltd (HCA 1240/2012, 18 March 2014): grant of stay pending appeal.

China Metal Recycling Ltd v Chun Chi Wah and others (HCA 1412/2013, 15 August 2013): discharge of interlocutory injunction obtained by provisional liquidators.

Wright v Deccan Chargers Ltd [2011] EWHC 1307 (QB): representing claimant in jurisdictional dispute with one of founder members of the Indian Premier League.

Whitelock v de Meyer [2009] EWHC 2839 (Ch): representing claimant in 3 actions including substantial claim for recovery of monies and assets in UK and France.

Proform Sports Management Ltd v Proactive Sports Management Ltd [2007] 1 All ER 542: no liability for procuring breach of voidable contract. Agency contract with minor footballer Wayne Rooney not contract for necessaries and therefore voidable.

Stretford v Football Association [2007] EWCA Civ 238: whether arbitration agreement in rules of The FA amounted to waiver of right under art.6 of European Convention on Human Rights to have case heard in public.

Matrimonial Finance and Contentious Trust Litigation:

Fok Chun Yue Benjamin v Fok Chun Wan Ian [2015] 2 HKLRD 212: whether proceedings should be stayed pending determination of issues arising from family settlement agreement. (Costs determination: CACV 17/2014, 20 January 2016.)

LEMS v LCTN (HCMP2237/2014): whether anticipated future inheritance could be brought into account in ancillary relief proceedings.

Timmerton Company Inc v Equity Trustee Ltd [2015] 1 HKLRD 247: whether trustee entitled to limitation defence.

Kan Lai Kwan v Poon Lok To Otto (2014) 7 HKCFAR 414: whether discretionary trust to be regarded as resource of spouse for ancillary relief purposes

LN v SCCM (CACV 62/2013, 4 June 2013): stay of Hong Kong ancillary proceedings by reason of existence of Singapore matrimonial proceedings.

Re: V Trust [2010]: acting for group beneficiaries in multi-million dollar, multi- jurisdictional trust case (Gibraltar).

Alhamrani v Alhamrani [2009]: acting for claimants (and in Privy Council) in largest breach of trust action in Jersey legal history.

Bagani Stiftung v JMV and Others [2009]: representing Defendants in a US$50m claim in Anguilla for alleged breach of trust and constructive trust involving alleged improper investment of monies.

Publication

Minority Shareholders: Law, Practice and Procedure (5th edition, O.U.P., 2015)