PERFECTIME LTD. v. KO MING BOR AND ANOTHER

PERFECTIME LTD. v. KO MING BOR AND ANOTHER

The 1964 assignment was void because it was executed contrary to the company's articles which required two director signatures; consequently there was no conveyance of the legal estate and the vendors failed to show a good title. The purchaser is entitled to return of the deposit with ordered interest, costs of investigation and proceedings, and a lien on title documents; vendors' summons dismissed.

Citation
PERFECTIME LTD. v. KO MING BOR AND ANOTHER
Parties
Purchaser/plaintiff: Perfectime Limited; Vendors/defendants: Ko Ming Bor; Vendors/defendants: Ho Shuet Wah
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
12 July 1994
Case Number
HCMP1161/1994
Procedural Posture
Vendor and Purchaser Title Dispute (hcmp1161 & Hcmp515) / Judgment Delivered in High Court
Outcome
Vendors failed to show good title; purchaser entitled to return of deposit with interest, costs and lien; vendors' summons dismissed.
Legal Topics
Execution of Deeds by Company Under Common Seal, Articles of Association Formalities, Good Title Under Conveyancing and Property Ordinance S.13, Rule in Bain V. Fothergill and Exceptions, Remedies: Deposit Recovery, Interest, Costs, Lien
Source Language
EN
Conveyancing Company Law Property Law Contract Remedies Execution of Deeds by Company Under Common Seal Articles of Association Formalities Good Title Under Conveyancing and Property Ordinance S.13 Rule in Bain V. Fothergill and Exceptions +1 more

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Parties

Perfectime Limited

Purchaser/plaintiff

Ko Ming Bor

Vendors/defendants

Ho Shuet Wah

Vendors/defendants

Procedural Posture

Vendor and Purchaser Title Dispute (hcmp1161 & Hcmp515) / Judgment Delivered in High Court

Legal Issues

  1. 1 Whether 1963 and 1964 assignments were valid when signed by only one director contrary to articles requiring two directors
  2. 2 Whether the vendors have shown a good title to the property under s.13 Cap.219
  3. 3 Whether s.20(1) Cap.219 deems execution valid despite non‑compliance

Ratio Decidendi

The 1964 assignment was void because it was executed contrary to the company's articles which required two director signatures; consequently there was no conveyance of the legal estate and the vendors failed to show a good title. The purchaser is entitled to return of the deposit with ordered interest, costs of investigation and proceedings, and a lien on title documents; vendors' summons dismissed.

Court Disposition

Vendors failed to show good title; purchaser entitled to return of deposit with interest, costs and lien; vendors' summons dismissed.

Orders

  • Vendors to return deposit of $708,000 to purchaser forthwith
  • Vendors to pay interest on $708,000 at 9.5% per annum from 28 February 1984 until judgment and thereafter at the judgment rate