[2026] HKCFI 1871, the Court of First Instance provided useful guidance for legal practitioners dealing with claims brought by assignees of insolvent companies—particularly where the assignee lacks personal knowledge of the underlying facts.

The Plaintiff, an assignee of the company, originally sought repayment of a US$150 million loan against the Defendant. The Defendant’s version of events was different: she claimed the funds were received under an agreement to invest on the company's behalf. This prompted the Plaintiff to seek leave to amend its claim to include, as an alternative cause of action and on the basis of the Defendant’s pleaded case having been established, claims for breach of trust and agency duties.

In granting the Plaintiff’s amendment application, Eugene Fung J addressed three points of interest:

The proposed amendments did not amount to the pleading of inconsistent alternatives. The Plaintiff was not seeking to establish that both the loan agreements and the agreement to invest were valid. It was merely “feeding off” the pleaded defence by asserting that the Defendant remained liable even if the facts she pleaded were made out. This was permissible. In any event, the Plaintiff had reasonable grounds for pleading inconsistent alternatives since, as an assignee, it had no personal knowledge of the relevant events.

Liquidators’ powers to assign “personal” claims: 

It was arguable that liquidators had the power under s.199 of the Companies (Miscellaneous Provisions and Winding Up) Ordinance (Cap 32) to assign claims otherwise unassignable owing to their “personal” nature.

Although some of the new pleas were time-barred, they could still be introduced as they arose out of substantially the same facts as a cause of action in respect of which relief had been claimed. In determining this issue, it was relevant to consider what the Defendant could reasonably be assumed to have investigated for the purpose of defending the Plaintiff’s original claim, including matters pleaded in the Defence.

, instructed by Tanner De Witt, acted for the Plaintiff.

 [2026] HKCFI 1871, the Court of First Instance provided useful guidance for legal practitioners dealing with claims brought by assignees of insolvent companies—particularly where the assignee lacks personal knowledge of the underlying facts.

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“Feeding off” the defence: Court clarifies approach to pleading alternative claims by assignees

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