WFM MOTORS PTY LTD. and Another v. COMTOWELL LTD. and Another

WFM MOTORS PTY LTD. and Another v. COMTOWELL LTD. and Another

The applicants were entitled to rectification under s100(1)(a) because they were aggrieved parties enforcing a valid Court of Appeal order and registered judgment; the undated resignations and deposited instruments were effective; section 69 was inapplicable where there was no board to act; the 1996 undertakings charged the shares to satisfy the judgment and entitled the applicants to transfer (and therefore sell) the shares; costs awarded on an indemnity basis for breach of undertakings and deliberate obstruction.

Citation
WFM MOTORS PTY LTD. and Another v. COMTOWELL LTD. and Another
Parties
1st Applicant: WFM MOTORS PTY LIMITED; 2nd Applicant: DENIS ALAN AITKEN; 1st Respondent: COMTOWELL LIMITED; 2nd Respondent: MALCOLM BASIL MAYDWELL
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
12 March 1998
Case Number
HCMP3499/1997
Procedural Posture
Companies Ordinance Rectification Proceeding (originating Motion) / Judgment Delivered (reasons Handed Down)
Outcome
Register rectified in favour of the applicants; costs awarded to applicants on an indemnity basis.
Legal Topics
Rectification of Register, Undertakings to Court, Registration of Foreign Judgment, Directors' Resignation, Share Transfer, Costs Indemnity
Source Language
EN
Company Law Civil Procedure Enforcement Equity Rectification of Register Undertakings to Court Registration of Foreign Judgment Directors' Resignation +2 more

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Parties

WFM MOTORS PTY LIMITED

1st Applicant

DENIS ALAN AITKEN

2nd Applicant

COMTOWELL LIMITED

1st Respondent

MALCOLM BASIL MAYDWELL

2nd Respondent

Procedural Posture

Companies Ordinance Rectification Proceeding (originating Motion) / Judgment Delivered (reasons Handed Down)

Legal Issues

  1. 1 Whether the register should be rectified under s100(1)(a) of Cap.32
  2. 2 Whether the undated letters of resignation were effective
  3. 3 Whether section 69 procedure applied where there is no board to act

Ratio Decidendi

The applicants were entitled to rectification under s100(1)(a) because they were aggrieved parties enforcing a valid Court of Appeal order and registered judgment; the undated resignations and deposited instruments were effective; section 69 was inapplicable where there was no board to act; the 1996 undertakings charged the shares to satisfy the judgment and entitled the applicants to transfer (and therefore sell) the shares; costs awarded on an indemnity basis for breach of undertakings and deliberate obstruction.

Court Disposition

Register rectified in favour of the applicants; costs awarded to applicants on an indemnity basis.

Orders

  • Rectify the register of members of Comtowell Limited: strike the name of Malcolm Basil Maydwell and insert WFM Motors Pty Limited as holder of 9,998 ordinary shares and Denis Alan Aitken as holder of 1 ordinary share
  • Costs to applicants on an indemnity basis