Barristers

Year of call: 2009 (Hong Kong), 2015 (England and Wales)

Andrew is an advocate and dispute resolution lawyer. The primary focus of his work is the conduct and resolution of cross-border and international disputes, which can and do encompass commercial, trusts, company, investment and competition law, as well as international private and public law matters.

Andrew’s clients have included international corporations and businesses, commercial/family trusts and trust beneficiaries, SVF (Stored Value Facility) licensees, and pension funds, as well as high net worth individuals. Notable recent instructions include acting as counsel on appeal to the Hong Kong Court of Appeal and Court of Final Appeal in a high value trusts-related matter, acting as sole counsel at trial and on appeal in a long-running estate dispute relating to valuable commercial property, and acting as counsel in a complex dispute relating to control of a major listed company. His cross-border experience encompasses international commercial and trusts disputes, joint-venture disputes, jurisdictional disputes, constitutional law disputes, and anti-suit injunctions, as well as advisory work in relation to certain international conventions. He is a full member of the Society of Trust and Estate Practitioners and a Fellow of the Chartered Institute of Arbitrators. Andrew has been selected for inclusion in “Who’s Who Legal” for the Hong Kong Bar in both 2017 and 2018.

Before coming to the Bar, Andrew obtained an M.Phil. and Ph.D. from Cambridge University (Magdalene and St John’s) in the field of Renaissance literature, and after that taught courses in Western civilization for several years at one of Beijing’s top universities. He remains active in the fields of philosophy, history and law relating to culture and cultural property, and has a particular interest in the philosophy and law of free speech and expression.

Legal Qualifications:

2008, PCLL, City University of Hong Kong
2007, GDL (Pass with Distinction), College of Law (Chester)

Professional Qualifications:
2017, Chartered Institute of Arbitrators Advanced Certificate in International Arbitration
2015, STEP (Society of Trust and Estate Practitioners) Certificate in Foundations
2015, CLTI Advanced Certificate in Fund Administration
2014, STEP (Society of Trust and Estate Practitioners) Advanced Certificate in International Succession and Probate
2013, STEP (Society of Trust and Estate Practitioners) Advanced Certificate in UK Tax for International Clients

2012, STEP (Society of Trust and Estate Practitioners) Diploma in International Trust Management (Pass with Distinction), inclusive of the following examinations:
(1) Trust Creation: Law and Practice (Pass with Distinction);
(2) Company Law and Practice (Pass with Distinction);
(3) Trust Administration and Accounts (Pass with Distinction);
(4) Trustee Investment and Financial Appraisal (Pass with Distinction).

2011, STEP (Society of Trust and Estate Practitioners) Advanced Certificate in Trust Disputes (Pass with Distinction)

2011, Hong Kong Institute of Arbitrators Fellowship Assessment Course and Examination

Academic Qualifications:

2001, Ph.D. (Renaissance Literature), University of Cambridge (St John’s College)
1997, M.Phil. (Renaissance Literature), University of Cambridge (Magdalene College)
1996, M.A. (1st Class Hons.) (English Literature), University of Edinburgh

Memberships:

Full Member of the Society of Trust and Estate Practitioners (TEP)
Fellow of the Chartered Institute of Arbitrators (FCIArb)
Fellow of the Hong Kong Institute of Arbitrators (FHKIArb)
Member of the Hong Kong Bar Association Committee on Competition Law and former member of the Hong Kong Bar Association Committee on International Laws
Member of the Asian Academy of International Law (AAIL)

Scholarships, prizes & honourable mentions:

St. John’s College, Cambridge, Benefactors Scholarship (for Ph.D. research)
British Academy Studentship (for Ph.D. research)
Newton Trust Award, Cambridge

Languages spoken:

English (native), Mandarin Chinese (汉语水平考试八级 – HSK level 8)

Cases involved in:

Cross-Border Disputes

Madison Lab Limited v Pu Yan, Nan Ning, and Daniel Kelman (HCMP 757/2019)
Instructed to resist an application for grant of a permanent injunction (re: exclusive jurisdiction clause).

Roger Keith Ver v OKEX Fintech Company Limited and Xu Mingxing (HCA 2439/2016, 19 November 2018)
Acted for plaintiff in jurisdictional dispute between Hong Kong and Mainland China.

FCL China Development Pte Ltd and Another v Lai Yuen Ling and Others (CACV 193/2014, 12 August 2015)
Acted for the plaintiff companies to resist an application for leave to appeal to the Court of Final Appeal in a dispute arising from a USD 50 million tri-partite investment agreement (involving Qingdao State Enterprise of the Qingdao Provincial Government) and joint venture agreement to carry out a development project in Qingdao.

Highmax Overseas Ltd v Chau Kar Hon Quinton (HCMP 2668/2012, 6 May 2013)
Acted as sole counsel representing beneficiaries in a Beddoe application in respect of a Cayman-law discretionary trust.

JAH v VH (FCMC 14350/2009 consolidated with FCMC No 4402/2010, 24 May 2012)
Acted as sole counsel resisting the setting aside of interim preservative injunctions over substantial Cambodian commercial real estate, and an anti-suit injunction exceptionally restraining the respondent from commencing specified criminal as well as civil proceedings in Cambodia.

In the Representation of HSBC International Limited [2011] JRC 167 and [2014] JRC 254A
Instructed by the Hong Kong client to provide assistance (both in Hong Kong and in Jersey) to the Jersey legal team in respect of applications made to the Jersey Royal Court.

 

Public International Law

Advisory
Instructed to advise a major SVF (Stored Value Facility) licensee on the applicability and effect of the Hague Convention on the Law Applicable to Trusts and on their Recognition (the “Hague Trust Convention”).

Ho Man Kong v Superintendent of Lai Chi Kok Reception Centre (2014) 17 HKCFAR 179
Acted on appeal to the Court of Final Appeal. The application for extradition from Hong Kong to Australia relied on telecommunications interception evidence the admissibility of which was challenged under the Basic Law Article 30 and the Interception of Communications and Surveillance Ordinance (Cap. 589). Led by Gerard McCoy SC.

Ho Man Kong v Superintendent of Lai Chi Kok Reception Centre [2012] 5 HKLRD 329
Acted on appeal to the Court of Appeal from refusal to grant writ of habeas corpus. Led by Gerard McCoy SC.

Ho Man Kong v Superintendent of Lai Chi Kok Reception Centre and Government of Australia (HCAL 17/2011, 28 July 2011)
Acted on an application for a writ of habeas corpus in the context of an application for the extradition of the accused from Hong Kong to Australia. Led by Alexander King SC.

 

Trusts & Trusts-Related Disputes

Kan Lai Kwan v Poon Lok To Otto and HSBC International Trustee Limited (2014) 17 HKCFAR 414
Leading junior counsel on the final appeal to the Court of Final Appeal in a HK$832.5 million claim. The appeal raised important issues in relation to the treatment of offshore discretionary trusts in ancillary relief, as well as the proper approach to separation and post-separation accruals. Also leading junior counsel on the applications for leave to appeal and quantum and costs.

PLTO v KLK [2013] 2 HKLRD 1089
Leading junior counsel in a three-day appeal to the Court of Appeal in a HK$572.4 million claim.

PLTO v KLK and HITL (HCMC 2/2010, 10 February 2012) 
Sole counsel during a nine-day trial dealing with complex trust matters and contested expert company valuation evidence in a HK$432 million claim. Also sole counsel acting in respect of the many related interlocutory applications, including: application for joinder of the trustee; application to serve out of the jurisdiction under the MCR; application for specific discovery of documents between settlor and trustee; application for variation of costs order nisi; application for interest on late payment.

Re Estate of Kong Wing Hong (CACV 69/2015, 11 November 2015)
Acted as sole counsel for beneficiaries resisting an appeal to the Court of Appeal raising issues of: conflict of interest and duty; estoppel by convention; proprietary estoppel; promissory estoppel; relief under section 60 Trustee Ordinance (Cap 29); and the approach to costs in breach of trust claims.

Re Estate of Kong Wing Hong (HCMP 2045/2012, 28 May 2015)
Acted as sole counsel for plaintiff beneficiaries in a costs application as to whether beneficiaries (as opposed to executor/trustee) may be granted an indemnity costs award from the estate in a breach of trust claim.

Re Estate of Kong Wing Hong (HCMP 2045/2012, 24 February 2015)
Acted as sole counsel for plaintiff beneficiaries seeking orders for (i) removal and replacement of an executor, (ii) provision of estate accounts, and (iii) compensation for loss of market rental arising as result of the executor’s wrongful use of valuable Hong Kong commercial estate premises.

Highmax Overseas Ltd v Chau Kar Hon Quinton [2014] 3 HKLRD 584
Acted on appeal to the Court of Appeal as to whether the court had power to direct how the trust companies (who were not trustees) should respond in insolvency proceedings. Led by John Scott SC.

 

Pensions

Connaught West Limited v Global Fiduciary Solutions Limited, Foggo Michael John, Tribune Limited (HCA 525/2017, 7 January 2019)
Acted for plaintiff company to obtain a preservation order over pension scheme funds.

 

Companies/Shareholder Disputes

Kerry Francis Moore v Jennex Corporation and Others (HCMP 2109/2015, 3 November 2016)
Acted as sole counsel for the applicant in a commercial trust and shareholder dispute seeking declarations as to beneficial ownership of shares. In the absence of a deed of gift, the court looked to the conduct of the trustee, and in particular historic accounting treatment, to determine whether the share was a trust asset.

Kerry Francis Moore v Jennex Corporation and Others (HCMP 2109/2015, 9 May 2017)
Applying for and obtaining an order for rectification of company register under section 633 of the Companies Ordinance (Cap.622) and indemnity costs.

 

Contracts

Re Estate of Kong Wing Hong [2014] 2 HKLRD 517
Acted as sole counsel for beneficiaries under a will claiming inter alia a declaration that certain tenancy agreements (in respect of valuable Hong Kong commercial estate property from which the executor ran his business) were void and unenforceable. The case raised complex issues relating to implication of terms into agreements.

Re Estate of Kong Wing Hong (CACV 72/2014, 8 May 2015)
Acted as sole counsel resisting an appeal from HCMP 2014/2012.

 

Commercial

Poon Yiu Cheung v World Mastery Technology Ltd (CACV 276/2011, 17 September 2013)
Acted for the plaintiff in resisting an appeal to the Court of Appeal by a counterclaiming defendant in a case alleging breach of contract and breach of fiduciary duties (diversion of business and secret rebates) of a Hong Kong company’s American sales representative. With Mr Andy Lam.

 

Matrimonial

JAH nee S v VH (CACV 279/2012, 18 December 2013)
Acted on an appeal by the appellant wife to the Court of Appeal from the grant (by a Court of First Instance judge) of leave to the husband to have decree nisi made absolute, which established that the public policy of ensuring a marriage that has irretrievably broken down be put to an end without further ado must be subject to an equally important public policy of ensuring the spouse who opposes the making of a decree nisi absolute must not be prejudiced in terms of financial provision by way of ancillary relief. Led by John Scott SC.

 

Injunctions

Kong Colin Chung Ping and Another v Li Ka Sing and Others (HCMP 2431/2016, 2 May 2017)
Acted as sole counsel applying for and obtaining an interlocutory injunction restraining the respondent from selling valuable commercial property pending trial.

 

Security for Costs

Manhattan Properties Limited v Eton Properties Agency Company Limited (HCA 1829/2014)
Acted as sole counsel in cross-applications for security for costs in a landlord-tenant dispute in respect of valuable residential property.

 

Civil Procedure

YN v NA [2014] 5 HKC 49
Acted as leading junior counsel for the appellant in an appeal to the Court of Appeal against the grant (by a District Court judge) of leave to appeal out of time, establishing that there is no jurisdictional obstacle to the bringing of an appeal from the grant of extension of time for leave to appeal.

 

Various Company/Commercial Matters

Instructed on several company/commercial matters including:

– acting for the plaintiff in a case claiming a purchase price resulting trust over Hong Kong residential property as well as conversion in tort over various goods;

– acting for the defendant in a case alleging breach of director duties, unjust enrichment and knowing receipt on the part of the director of a Hong Kong associate company of an international PR firm;

– acting for the plaintiff in a claim for breach of contract in relation to sale of shares in a substantial Hong Kong commercial entertainment operation, as well as breach of trust and knowing receipt/dishonest assistance in relation to a share nominee agreement.

 

Advisory

Advised on various matters including the operation of commercial trust structures as well as the rights and obligations arising under various family and dynastic trusts.

‘Heavy Duty’ (2016) 24(5) STEP Journal 32

Heavy duty, (2016) 24(5) STEP Journal 32

As fiduciaries, directors of companies should not put themselves in a position where their interest and duty conflict. Andrew Lynn explains what can be learned from a recent ruling of the Hong Kong Court of Final Appeal on the scope of the no-conflict rule.

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Andrew Lynn (Author)

2016

‘Dealing with trust-owned companies: property rights and fiduciary obligations’ (2016) 22(7) Trusts & Trustees 775

Andrew Lynn (Author)

2016

Applying the Charman test to trusts in divorce: the decision of the Hong Kong Court of Final Appeal in Kan Lai Kwan v Poon Lok To Otto and HSBC International Trustee Limited

Applying the Charman test to trusts in divorce: the decision of the Hong Kong Court of Final Appeal in Kan Lai Kwan v Poon Lok To Otto and HSBC International Trustee Limited, (2015) 21(3) Trusts & Trustees 285

This article examines the treatment of discretionary trusts in divorce, with reference to the recent decision of Hong Kong’s Court of Final Appeal in the case of Kan Lai Kwan v Poon Lok To Otto and HSBC International Trustee Limited (‘Poon’). In particular, it considers the evolution and application of the Charman test for determining whether the assets of a discretionary trust will be a ‘resource’ attributable to a spouse in ancillary relief.

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Andrew Lynn (Author)

2015

Damned if you do, damned if you don’t: how should trustees respond in divorce proceedings?

Damned if you do, damned if you don’t: how should trustees respond in divorce proceedings?(2016) 22(4) Trusts & Trustees 416

Trustees are faced with difficult questions when they become embroiled in divorce proceedings and there can be serious financial and reputational consequences should they handle matters badly. While there have been several cases providing judicial guidance on the proper role for trustees, there remains uncertainty in the trust industry and the legal profession as to how trustee risk can be best managed in these circumstances. This article joins the ongoing debate by considering what is expected of trustees in the light of recent decided cases in England and Wales, offshore, and in Hong Kong, with particular reference to: whether to submit to jurisdiction; in what manner to make representations to the divorce court; the preferred substance of the trustee’s representations; and the approach post-judgment.

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Andrew Lynn (Author)

2016

Dealing with trust-owned companies: property rights and fiduciary obligations, Trusts & Trustees Advance Access

Assets held by companies in a trust-company structure are often considered as ‘trust assets’ or held in trust ‘through the company’—but this is incorrect. The underlying assets belong to the company without reference to the trusts on which the shares of the company itself are held. How, then, should trustees approach and deal with issues that arise at company level? This article examines case law from several jurisdictions to argue that it is essential to appreciate that while property rights are interrupted in the trust structure, nevertheless fiduciary obligations are potentially transmitted through the structure by the ‘vector’ of the trustee-director.
Online Access Link:  https://academic.oup.com/tandt/article/22/7/775/2427339?guestAccessKey=d744ab22-ce95-4e97-b49e-fcf0599b1329
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Andrew Lynn (Author)

2016

Lexis Practical Guidance (Hong Kong)

Sections authored by Andrew Lynn:

‘Trust formation and disputes’
‘Breach of trust and remedies’
‘Court jurisdiction and procedure’
‘Trusts and divorce’

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Andrew Lynn (Author)

2020

Split-up trusts: What does Kan Lai Kwan v Poon Lok To Otto and HSBC International Trustee Ltd tell us about the application of the Charman test to trusts on divorce?

Andrew Lynn (Author)

2014

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