Mangatal J
<doc> IN THE GRAND FINANCIAL SER- IN THE MATTER AND IN THE MA- DEALT WITH BY On behalf of the Dissenting Sharehol- COURT OF THE CAYMAN ISLANDS VICES DIVISION Cause No.: F OF PART XVI OF THE COMPANIES LAW (2016) TER OF QHOO 360 TECHNOLOGY CO. LTD AND OF WRITTEN SUBMISSIONS RECEIVED Ders/Applicants: Mr. R Levy OG, instructed by Mr. R Vekaria of Harneys SD 129 of 2016 (IMD) 5 REVISION) SEPTEMBER 2017 Sell and Mr. P On behalf of the Grand Respondents: Before: Judgment Delivered: McConvey of Walkers Company/ Mr. R Millett QC, instructed by Mr. D Vekaria of Harneys The Hon. Justice Ingrid Mangatal 18 October 2017 HEADNOTE Section 238 Proceedings - Application for Discovery - Costs JUDGMENT ON COSTS Madden and Mr. D The Dissenters Sub-
Submissions Partners LLP Crown/Mase determination for, inter alia forensic ex- 171018 In the matter of QHOO Missions on Costs were filed on behalf of Maso Capital Investments - Series A and Crown Managed Accounts SPC actin- Segregated Portfolio (together the "Dissente- a, the discovery of documents and for the appointment of their Summons dated 3 March 2017 (the "Sum- port to conduct an audit of the Company's information to mons of QHOO Technology Co. Ltd - FSD 129 of 2016 IMD) -Judgment on Costs" be notified. Blackwell Limited, Blackwell g for and on behalf of rs") following the hons") seeking orders nt of an independent technology systems. 3 Page 1 of 5 </doc>
<doc> 2. In my judg summarised a) An c b) An o c) An o d) The system order for preservation of electronic devices and data; order for specific discovery of two categories of docu ments from Skadden, Arps in native format; deliver service of a verified list of documents, and appointment of an expert to conduct a search of the ns and electronic devices for documents contain- ing orders which may be orders, including Company's IT g certain key words.
I determined application at attempt to ac-
In support of have acted re the proceedi with their a approach to that the Co forensic exps. nts, I indicated in my Judgment that the Dissenters should recover a "major portion" free costs on that basis. of their costs of the that the parties should enter s argues that they company's discovery in ment the Court agreed insistent and cavalier victory orders". I held be carried out by a an exceptional case, such that a fi-
Mr. Levy QC discovery in amended by do so, notw that instead, which he pre- "would not h 171018 In the matter of QC forensic expert should be appointed. also argues that the Company was given ample of the terms that were agreed in the Consent Order made order dated 21 December 2016. However, the Company chose to contest the Summons, filing this standing the urging of the Dissenters. Learned Que, the Company chose to contest the Summons, filing hims out, (refering to my judgment at paragraph 9 the conclusive if there has been an insufficiency of dis- covering technology Co. Ltd - FSD 129 of 2016 [MJ] - Judgment on Cov- er's Counsel submits fortunity to provide 25 October 2016, and I repeatedly failed to en's Counsel submits verifying affidavits in ), that the affidavits were very". Page 2 of 5 </doc>
<doc> 6. At paragraph which the p
in accordance Dissenters' Dissenters' Company's Dissenters s
When consi to consider a) On disc the p b) The dering the principles surrounding the issue of costs, the any measure, the Dissenters were successful on t very provided by the company was held by the Court process in itself incomplete and ineffective; Dissenters have obtained orders for: i. a List of Documents to be provided and verified all documents that relate in any way to the deter value by the Court, and e Dissenters invite me their Summons. The to be insufficient and s sought: with respect of initiation of fair c) Wall Com- In the Sum 171018 in the matter of Q iii. a process by which an independent forensic appointed and required to ensure that they discover all documents containing certain k include by not limited to the documents in Schee ders on behalf of the Dissenters wrote to Harney Bay, a letter marked ' Without Prejudice save as to Co s letter the Dissenters proposed a consensual approach. nons without the need for a hearing. Pursuant to this p honoured by Technology Co. Ltd - FSD 129 of 2016 (IMJ) - Judgment on Con- expert will be company does not words (to rule A). s who represent the its dated 9 May 2017. that would resolve the proposal, the Company is Page 3 of 5 </doc>
<doc> would result d) The Dissenter who did not have had to prepare and verify a List of Documents in the Company would give discovery of the category be by the appointment of the independent forensic expert cited in subsequent upload after review of the result of the process put in place by the Court will result in the do ents being searched for, and, if they exist, then discov- is exactly what the Dissenters asked for in the letter. Court's Order Mr. Levy submits, is that the Company its, and the process by of documents sought pert. This would have e search by Harneys; uments sought by the entity with the Company The only difference in is not asked to give spec- those the asked sum- prop- e) The of re- that cons- alter- costs if discovery of all documents sought, given that the documents do not exist. This may or may not be the fore left to the independent forensic expert. The Court's to prepare and verify a List of Documents. Accordingly, would have been unnecessary if the Company used consensual approach in Walkers' letter. guidance I gave in the Judgment on the issue of Costs v. view this 'Without Prejudice Save as to Costs' letter. In light of the offer now being brought to my attention, awarding all of the Dissenters Costs on the de facto a greater proportion than I might initially have e Company says that case, and that task is company would still be ily, the hearing of the y had agreed to the as without the benefit and Mr. Levy submits ion. I might properly in continuity basis or had in mind, if not all
The general reinforced on The Company's Su-
On behalf categories of Court direct discovery of 171018 In the matter of Qi rule in the Cayman Islands that costs should follow numerous occasions by both the Grand Court and the submissions of Costs of the Company, Harneys submit that notwithstanding specific discovery sought at paragraph 2 of the Dissen- spared at paragraph 116(a) of the Judgment that “in par- der is only made in respect of the JP Morgan cor- ticular technology Co. Ltd—FSD 129 of 2016 [MJ] -Judgment on Costs society the event has been Court of Appeal. ing the wide-ranging enters' Summons, the graph 2, the specific respondence discussed Page 4 of 5 </doc>
<doc> above and to the Dissente- 42 categories
Further, Han- “the Dissent- portion of the reflected the Skadden emails in their native format.” They suc- ceeded in obtaining specific discovery in relation to ers have largely succeeded on their application and a eiveway of the application on a standard basis…” sur- punt of the real result. A proportionate costs order the Dissenter limited success on the Summons. it that the result is that to only two out of the 17 of the Judgment that are entitled to a major one half that this does y submit, would have Decision
Having re- following the portion of discovery, success, the
My Order is Dissenters, I s t r e cted upon the issues, in my judgment it is appr- ove event, and in favour of the Dissenters. However, in hearing time was taken up with the Dissenters’ ap- and discussing the related principles, and upon which Dissenters should be deprived of 20% of their costs. In the standard basis, to be taxed if not agreed. ariate to award costs so far as a significant plication for specific ich they had limited rded in favour of the THE HON JUST- JUDGE OF THE 171018 In the matter of Q CE MANGATAL GRAND COURT Page 5 of 5 </doc>