CHAN KIN TAT (on behalf of himself and all other members of YAN CHAI VOLLEYBALL CLUB) AND OTHERS v. VOLLEYBALL ASSOCIATION OF HONG KONG, CHINA LTD AND OTHERS

CHAN KIN TAT (on behalf of himself and all other members of YAN CHAI VOLLEYBALL CLUB) AND OTHERS v. VOLLEYBALL ASSOCIATION OF HONG KONG, CHINA LTD AND OTHERS

The Court held the Resolution was not in breach of the Memorandum or Articles: Article 3 and Article 5 vested admissions and criteria-setting powers in the Board and Articles 39 and 40 conferred broad management powers allowing the Board to receive complaints, re-examine and, where appropriate, reverse prior admission decisions; Paragraph 4(b)(iv) and Article 9 (expulsion) did not apply; the Memo did not modify Article 5 or trigger the special resolution requirement; natural justice arguments premised on those provisions therefore failed; accordingly the Originating Summons was dismissed.

Citation
[2023] HKCFI 2064
Parties
1st Plaintiff (on Behalf of Yan Chai Volleyball Club): CHAN KIN TAT; 2nd Plaintiff (on Behalf of ALPS Sports Association): LUI SIU HO LAWRENCE; 3rd Plaintiff (on Behalf of Aspiring Volleyball Team): YIP FUNG YEE; 4th Plaintiff (on Behalf of Ching Lung Volleyball Club): WONG KA KI; 5th Plaintiff (on Behalf of Kwai Tsing Women’s Volleyball Team): LAM CHUN KWOK; 1st Defendant (vbahk, Company Limited by Guarantee): VOLLEYBALL ASSOCIATION OF HONG KONG, CHINA LIMITED; 2nd Defendant (director): NG SAU KEI WILFRED; 3rd Defendant (director): CHEUNG CHI WAI; 4th Defendant (director): HO CHUNG HO PHILIBE; 5th Defendant (director): SHEK TSUI WAI FUN MARINA; 6th Defendant (director): CHIU MAN HIN; 7th Defendant (director): WONG CHI CHOR; 8th Defendant (director): LEE YUK FUNG; 9th Defendant (director): SO CHUN YING; 10th Defendant (director): LUI CHI WANG
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
11 August 2023
Case Number
HCMP960/2022
Procedural Posture
Originating Summons Under the Companies Ordinance (s86, S728 S730) Concerning Membership Status and Declarations / Judgment at First Instance (court of First Instance)
Outcome
Originating Summons dismissed
Legal Topics
Members' Rights, Interpretation of Articles of Association, Ultra Vires Board Actions, Natural Justice in Corporate Context, Injunctions and Declaratory Relief
Source Language
EN
Company Law Civil Procedure Sports Organisation Governance Members' Rights Interpretation of Articles of Association Ultra Vires Board Actions Natural Justice in Corporate Context Injunctions and Declaratory Relief

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Parties

CHAN KIN TAT

1st Plaintiff (on Behalf of Yan Chai Volleyball Club)

LUI SIU HO LAWRENCE

2nd Plaintiff (on Behalf of ALPS Sports Association)

YIP FUNG YEE

3rd Plaintiff (on Behalf of Aspiring Volleyball Team)

WONG KA KI

4th Plaintiff (on Behalf of Ching Lung Volleyball Club)

LAM CHUN KWOK

5th Plaintiff (on Behalf of Kwai Tsing Women’s Volleyball Team)

VOLLEYBALL ASSOCIATION OF HONG KONG, CHINA LIMITED

1st Defendant (vbahk, Company Limited by Guarantee)

NG SAU KEI WILFRED

2nd Defendant (director)

CHEUNG CHI WAI

3rd Defendant (director)

HO CHUNG HO PHILIBE

4th Defendant (director)

SHEK TSUI WAI FUN MARINA

5th Defendant (director)

CHIU MAN HIN

6th Defendant (director)

WONG CHI CHOR

7th Defendant (director)

LEE YUK FUNG

8th Defendant (director)

SO CHUN YING

9th Defendant (director)

LUI CHI WANG

10th Defendant (director)

Procedural Posture

Originating Summons Under the Companies Ordinance (s86, S728 S730) Concerning Membership Status and Declarations / Judgment at First Instance (court of First Instance)

Legal Issues

  1. 1 Whether the board resolution of 20 April 2021 reversing full membership status was ultra vires and in breach of the Memorandum and Articles
  2. 2 Whether Paragraph 4(b)(iv) of the Memorandum or Article 9 (expulsion) applied
  3. 3 Whether Articles 39 and 40 confer power on the board to review and reverse prior admission decisions

Ratio Decidendi

The Court held the Resolution was not in breach of the Memorandum or Articles: Article 3 and Article 5 vested admissions and criteria-setting powers in the Board and Articles 39 and 40 conferred broad management powers allowing the Board to receive complaints, re-examine and, where appropriate, reverse prior admission decisions; Paragraph 4(b)(iv) and Article 9 (expulsion) did not apply; the Memo did not modify Article 5 or trigger the special resolution requirement; natural justice arguments premised on those provisions therefore failed; accordingly the Originating Summons was dismissed.

Court Disposition

Originating Summons dismissed

Orders

  • Order nisi that the costs of the Originating Summons (including all costs reserved) be paid by the Plaintiffs to the Defendants with certificate for one counsel, to be taxed if not agreed