TO CHUN WA AND ANOTHER v. GOLDSORT CO LTD AND OTHERS

TO CHUN WA AND ANOTHER v. GOLDSORT CO LTD AND OTHERS

There is no inconsistency between clause 56 of Table A and clause 23 of the articles; clause 56 supplements the quorum provisions (clause 55) and permits adjournment to the next week whereupon members present form a quorum, therefore the adjourned meeting and the appointments were valid and the plaintiffs failed to establish grounds for relief, so the originating summons is dismissed.

Citation
TO CHUN WA AND ANOTHER v. GOLDSORT CO LTD AND OTHERS
Parties
1st Plaintiff: To Chun Wa; 2nd Plaintiff: Li Tang Fai; 1st Defendant: Goldsort Company Limited; 2nd Defendant: Ma Kwan; 3rd Defendant: Wong Kwan; 4th Defendant: Yik Ping
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
22 September 2011
Case Number
HCMP563/2011
Procedural Posture
Miscellaneous Proceedings (companies Matter) / Decision on Originating Summons (reasons for Decision)
Outcome
Originating summons dismissed
Legal Topics
Articles of Association Vs Table a, Quorum at General Meetings, Adjournment of Meetings, Validity of Director Appointments
Source Language
EN
Company Law Corporate Governance Company Constitution Articles of Association Vs Table a Quorum at General Meetings Adjournment of Meetings Validity of Director Appointments

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Parties

To Chun Wa

1st Plaintiff

Li Tang Fai

2nd Plaintiff

Goldsort Company Limited

1st Defendant

Ma Kwan

2nd Defendant

Wong Kwan

3rd Defendant

Yik Ping

4th Defendant

Procedural Posture

Miscellaneous Proceedings (companies Matter) / Decision on Originating Summons (reasons for Decision)

Legal Issues

  1. 1 Whether clause 56 of Table A (First Schedule, Companies Ordinance (Cap.32)) is inconsistent with clause 23 of the company's articles of association
  2. 2 Whether an EGM held on an adjourned date pursuant to Table A was valid despite alleged lack of quorum at original meeting
  3. 3 Whether Table A supplements or conflicts with bespoke articles of association which purport to prevail on conflict

Ratio Decidendi

There is no inconsistency between clause 56 of Table A and clause 23 of the articles; clause 56 supplements the quorum provisions (clause 55) and permits adjournment to the next week whereupon members present form a quorum, therefore the adjourned meeting and the appointments were valid and the plaintiffs failed to establish grounds for relief, so the originating summons is dismissed.

Court Disposition

Originating summons dismissed

Orders

  • Originating summons dismissed