 [2025] HKCFI 1110, Ps applied under s.34 of the Arbitration Ordinance (giving effect to Art.16(3) of the Model Law) to set aside the order made by the arbitral tribunal that it has jurisdiction over D’s claims. The challenge was mounted on two grounds:

Mimmie Chan J held that both claims were arbitrable and fell within the scope of the arbitration agreement.

Applying the Privy Council’s decision in 

Family-Mart China Holding Co Ltd v Ting Chuan (Cayman Islands) Holding Corp

 [2024] 1 All ER (Comm) 697, it was held that matters which involve disputes between parties as to whether one party has breached its obligations under an agreement made between them, or whether equitable rights arising out of the relationship between the parties have been disregarded, can be decided by the tribunal. This is so even if these matters can be said to be precursors to the eventual question of whether it is just and equitable to wind up a company. If the Cayman Court hearing the petition for winding up on just and equitable ground considers that the evidence before it is not sufficient, it can come to its own decision on whether it would order that the company be wound up.

 Dickson Holdings Enterprise Co Ltd v Moravia CV 

[2019] 3 HKLRD 210, concerning issues relating to notice of meetings and share forfeiture which arose independently of the shareholders agreement in question. In contrast, the dispute here related precisely to obligations provided for and arising under the parties’ agreements, which obligations were said to have been breached by P2. Whether these provisions were of the effect alleged by D, and were indeed breached so as to establish a loss of trust and confidence or constitute oppression or discriminatory conduct, were for the ultimate decision by the tribunal, in line with the dispute resolution mechanism agreed by the parties.

, instructed by DLA Piper Hong Kong, for the Defendant.

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