YUEN MINGHWA FRANCOIS v. KINGSFIELD INVESTMENT LTD AND OTHERS

YUEN MINGHWA FRANCOIS v. KINGSFIELD INVESTMENT LTD AND OTHERS

The administrator, having obtained letters of administration, is the person entitled by operation of law to the deceased's shares during administration; respondents failed to provide reasons within 28 days and subsequently the directors' refusals were not exercised bona fide in the interests of the companies, entitling the court to order rectification and direct registration of the applicant as member forthwith.

Citation
YUEN MINGHWA FRANCOIS v. KINGSFIELD INVESTMENT LTD AND OTHERS
Parties
Applicant (administrator of the Estate of YUEN KIU Kwan, Deceased): YUEN MINGHWA FRANCOIS; 1st Respondent: KINGSFIELD INVESTMENT LIMITED; 2nd Respondent: GREAT FIELD LIMITED; 3rd Respondent: FEDICIA INVESTMENTS LIMITED; 4th Respondent: CEROCK COMPANY LIMITED; 5th Respondent: WONDERLAND PROPERTY AGENCY LIMITED; 6th Respondent: SMART PROMOTION LIMITED; 7th Respondent: KINGSVIEW INVESTMENT LIMITED; 8th Respondent: OTBO COMPANY LIMITED; Proposed 9th Respondent (intended Party for Joinder): LO MEI KIN STELLA
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
17 April 2009
Case Number
HCMP414/2009
Procedural Posture
Originating Summons Under Companies Ordinance (rectification of Register) / Judgment
Outcome
Originating summons allowed; rectification of share registers ordered in favor of the applicant; Ms Lo's application for joinder dismissed; costs awarded to the applicant against the respondents and Ms Lo ordered to pay applicant's costs of her joinder summons.
Legal Topics
Rectification of Share Register, Transmission of Shares on Death, Administrator's Entitlement, Proprietary Estoppel, Constructive Trust, Joinder and Stay Applications
Source Language
EN
Company Law Probate and Estate Administration Trusts and Equitable Remedies Civil Procedure Rectification of Share Register Transmission of Shares on Death Administrator's Entitlement Proprietary Estoppel +2 more

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Parties

YUEN MINGHWA FRANCOIS

Applicant (administrator of the Estate of YUEN KIU Kwan, Deceased)

KINGSFIELD INVESTMENT LIMITED

1st Respondent

GREAT FIELD LIMITED

2nd Respondent

FEDICIA INVESTMENTS LIMITED

3rd Respondent

CEROCK COMPANY LIMITED

4th Respondent

WONDERLAND PROPERTY AGENCY LIMITED

5th Respondent

SMART PROMOTION LIMITED

6th Respondent

KINGSVIEW INVESTMENT LIMITED

7th Respondent

OTBO COMPANY LIMITED

8th Respondent

LO MEI KIN STELLA

Proposed 9th Respondent (intended Party for Joinder)

Procedural Posture

Originating Summons Under Companies Ordinance (rectification of Register) / Judgment

Legal Issues

  1. 1 Whether the administrator is entitled to be registered as member as successor in title to deceased's shares during administration
  2. 2 Whether directors lawfully and bona fide refused or delayed registration pending a separate beneficial ownership dispute
  3. 3 Whether the joinder application by Ms Lo should be allowed and whether the originating summons should be stayed pending High Court Action No.2682/2008

Ratio Decidendi

The administrator, having obtained letters of administration, is the person entitled by operation of law to the deceased's shares during administration; respondents failed to provide reasons within 28 days and subsequently the directors' refusals were not exercised bona fide in the interests of the companies, entitling the court to order rectification and direct registration of the applicant as member forthwith.

Court Disposition

Originating summons allowed; rectification of share registers ordered in favor of the applicant; Ms Lo's application for joinder dismissed; costs awarded to the applicant against the respondents and Ms Lo ordered to pay applicant's costs of her joinder summons.

Orders

  • Rectification of the share registers of the eight respondent companies in terms of paragraphs 1 to 8 of the originating summons
  • Respondents ordered to register the applicant as member forthwith as successor in title to shares of Yuen Kiu Kwan