(A) Introduction
In P v. D, HCCT 107/2025, date of judgment: 11 November 2025, [1] the Hong Kong Court addressed an application for an anti-suit injunction (“ASI”) against a defendant who was not a formal signatory to the underlying arbitration agreements.
The Plaintiff (“P”) sought to restrain the Defendant (“D”) from pursuing proceedings (“Dongguan Proceedings”) in the Dongguan Intermediate People’s Court (“IPC”) on the ground that the underlying dispute was subject to an arbitration agreement. [2] The Court granted an interim ASI on the ground that D sought to enforce a right derived from a settlement related to the main agreements and hence was bound by the arbitration agreement contained within them. The Court also dismissed D’s application to set aside the substituted service of the Originating Summons filed on 29 July 2025 (“OS”) and the Summons dated 11 August 2025 (the “Summons”) (“Substituted Service Order”) on the ground that D had engaged in “game-playing” to evade service of the OS and the Summons.
This case provides valuable guidance on granting interim ASIs against non-signatories and on the consequences of tactical litigation conduct. It further reaffirms the Hong Kong court’s pro-arbitration stance and its readiness to use robust procedural measures to prevent parties from frustrating proceedings.
(B) Facts
P is an investment holding company. [3] D is the ultimate beneficial owner of B International (B) Ltd (“B Parent”) and the 60% majority shareholder of B International Science Industrial Parks Holdings Ltd (“B”, collectively with B Parent the “B Parties”). D is also the Chairman of the Board and CEO of B, which holds a group of companies (“B Group”). [4]
In around 2016 or 2017, P invested US$200 million in B Group under a series of agreements (“Agreements”). [5] Each of the Agreements is governed by Hong Kong law and incorporated identical arbitration clauses in favour of HKIAC arbitration. [6]
P alleged that the B Parties breached the Agreements because the B Parties failed to pay the “Minimum Net Consideration” from the sale of “Out of Group Assets” to B as contractually required. [7]
D alleged that a binding settlement was reached at a meeting on 11 October 2022 (the “Alleged Settlement Agreement”). Clause 6 of the Alleged Settlement Agreement stated that the Out of Group Assets were to be given to D personally. [8]
On 6 October 2023, P commenced arbitration proceedings against the B Parties in Hong Kong. [9] In their defence, the B Parties claimed that the Alleged Settlement Agreement was binding between P and B Parent. [10]
In April 2025, D commenced the Dongguan Proceedings, seeking declarations that (a) the Alleged Settlement Agreement is valid and binding between P and D and (b) D holds the sole right to dispose of the Out of Group Assets and retain the sale proceeds. [11]
Subsequently, P applied to the Hong Kong court for an ASI to restrain D from continuing the Dongguan Proceedings by way of OS. [12] Thereafter, by the Summons, P sought an interim ASI pending the final resolution of the OS. [13]
At the hearing of the Summons, the Court granted Substituted Service Order. [14] On 10 September 2025, D applied to set aside the Substituted Service Order or in the alternative, for an extension of time to put in his evidence in opposition to the Summons. [15]
At the hearing on 26 September 2025, the Court dismissed D’s application to set aside the Substituted Service Order but granted an extension of time for D to file his evidence in opposition. [16]
(C) Decision
The Court began by reaffirming two established grounds for granting an ASI in Hong Kong (Ever Judger Holding Co Ltd v Kroman Celik Sanayii Anonim Sirkeit [2015] 2 HKLRD 866 §§38-45 and Liaoyang Shunfeng Iron and Steel Co Ltd v Yeung Tsz Wang, CACV 234/2011, 14 June 2012 §§83-89): [17]
(1) Where the foreign proceedings involve a breach of contract (whether exclusive jurisdiction clause or arbitration clause) (“Contractual Ground”);
(2) Where it can be shown that the foreign proceedings are vexatious or oppressive (“Vexatious and Oppressive Ground”).
Legal Framework for the ASI
On the Contractual Ground, the Court applied the principles from GM1 v KC (Interim Injunction) [2020] 1 HKLRD 132, which stipulate that the Court should feel no diffidence in granting an ASI to uphold an arbitration agreement, provided the application is prompt. The construction of an arbitration clause is guided by the Fiona Trust “one-stop adjudication” principle: the parties, as rational businesspeople, are presumed to have intended all disputes arising from their relationship to be decided by a single tribunal. [18]
Given the above framework, the Court identified two issues: [19]
(1) Whether P is able to meet the requisite merit threshold to show that the disputes arising out of or in connection with the Alleged Settlement Agreement (“Relevant Disputes”) are within the ambit of the arbitration clauses in the Agreements (“Issue 1”);
(2) If the answer to the foregoing is yes, whether there are good reasons (including comity considerations) why the court should not exercise its discretion to grant an ASI (“Issue 2”).
Court's Ruling on the ASI
The Court granted the interim ASI on the following grounds:
(1) Issue 1: The Court held that P had established a strong prima facie case that the Relevant Disputes were within the scope of the arbitration clauses in the Agreements. [20] The Court rejected D’s argument that the Alleged Settlement Agreement was an entirely separate contract and found that it was intrinsically connected to the Agreements and was intended to settle disputes arising under them. [21] Applying the Fiona Trust principle, the Court found that it was commercially logical for a dispute about settling a contractual issue (i.e. the Out of Group Assets) to be decided in the same forum as the Agreements. The Court also held that D’s claimed personal right under Clause 6 of the Alleged Settlement Agreement arose out of or was related to the Agreements and was a conditional right derived from the promise made by P in the context of settling the disputes between P, B Parent and B. [22]
(2) Issue 2: The Court found no “good reason” to decline an ASI. [23] P had applied for the ASI promptly and without delay. [24] The ASI is an in personam order against D, not a dictate to a foreign court and hence did not usurp the IPC's jurisdiction. [25] The fact that P simultaneously challenging jurisdiction in the IPC was not an abuse of process. [26]
The Court found that it was unnecessary to rule on the Vexatious and Oppressive Ground because this case could be decided entirely on the Contractual Ground. [27]
Court’s Ruling on the Substituted Service Order
The Court upheld the Substituted Service Order on the ground that D was “game-playing” and evaded service. The key findings are as follows: [28]
(1) D used a Hong Kong address (Tai Tam) in the Dongguan Proceedings but claimed to be ordinarily resident in Mainland China to avoid service in Hong Kong.
(2) The solicitors for the B Parties initially accepted the OS without comment but refused to accept the Summons once the hearing was imminent.
(3) The Court rejected D’s argument that P should have attempted service at all 16 of his science parks in Mainland China as it was not a sensible or practical approach, especially in the light of the then perceived urgency that the IPC would hold the substantive hearing of the Dongguan Proceedings in October 2025.
(D) Key Takeaways
(D) Key Takeaways
This case is significant on the following grounds:
(1) Anti-Suit Injunction Against a Non-Signatory: The Court will grant an ASI against an individual who was not a formal party to the main arbitration agreement if the right he seeks to enforce is derived from and conditional upon a contract containing an arbitration clause.
(2) Consequences of “Game Playing”: The Court found that D was "game playing" to evade service of the Hong Kong court documents. Tactical evasion of service, for example, maintaining inconsistent addresses or instructing lawyers to refuse service, can justify substituted service.
(3) Reinforcement of the Fiona Trust “One-Stop Adjudication” Principle: This case confirms that arbitration clauses will be construed widely to cover disputes arising from related agreements, such as a settlement intended to resolve claims under the original contract. Even if the settlement agreement is silent on dispute resolution, the presumption is that the parties, as rational businessmen, intended for a single tribunal to settle all interconnected disputes.
(4) Upholding Party Autonomy: The Court reaffirmed the importance of upholding party autonomy. It will not hesitate to grant an ASI to enforce the agreement, even after a foreign court has asserted jurisdiction. This case clarifies that comity carries less weight in such contractual cases, as the injunction is an order to a party, not a challenge to the foreign court. The key for applicants is to act promptly before the foreign proceedings become too advanced.
[1] https://legalref.judiciary.hk/lrs/common/ju/ju_frame.jsp?DIS=174745
[2] P v. D, HCCT 107/2025, date of judgment: 11 November 2025, §1.1
[3] Ibid, §2.2
[4] Ibid, §2.3
[5] Ibid, §2.6
[6] Ibid, §2.8
[7] Ibid, §2.9-§2.10
[8] Ibid, §5.4
[9] Ibid, §2.9
[10] Ibid, §2.13
[11] Ibid, §3.8-§3.9
[12] Ibid, §1.1
[13] Ibid, §1.2
[14] Ibid, §1.3
[15] Ibid, §1.4
[16] Ibid
[17] Ibid, §6.1
[18] Ibid, §6.2
[19] Ibid, §6.15
[20] Ibid, §7.5
[21] Ibid, §7.13
[22] Ibid
[23] Ibid, §8.2
[24] Ibid
[25] Ibid, §8.4
[26] Ibid, §8.5
[27] Ibid, §6.14
[28] Ibid, §10.13, §10.15
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