WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased) v. ELITE GIANT LTD AND ANOTHER

WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased) v. ELITE GIANT LTD AND ANOTHER

The court dismissed the intervener's application for a stay because his evidence was insufficient to justify leaving the companies without functioning boards, he was largely the author of his own predicament by failing to document any trust or declaration, and the plaintiff offered undertakings; accordingly the orders sought by the plaintiff to register her as shareholder and to convene general meetings were granted and the stay refused.

Citation
[2023] HKCFI 1663
Parties
Plaintiff (administratrix): WONG PUI YIN GEORGEANNA; Defendant (hcmp 800/2022): HIROSHI TECHNOLOGIES LIMITED; 1st Defendant (hcmp 801/2022): CHEER CREATION LIMITED; 2nd Defendant (hcmp 801/2022 & HCMP 802/2022): e-CORPORATE SERVICE LIMITED; 1st Defendant (hcmp 802/2022): ELITE GIANT LIMITED; Intervener: LEE CHI WANG
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
28 June 2023
Case Number
HCMP802/2022
Procedural Posture
Originating Summonses (companies Matters) / Judgment on Originating Summonses and Inter Partes Summons to Intervene/stay
Outcome
Intervener's application for a stay dismissed; originating summonses granted in favour of the plaintiff; order nisi as to costs of the inter partes summons against the intervener.
Legal Topics
Registration of Shareholders, Reconstitution of Company Boards, Intervention and Stay of Proceedings, Orders Under Companies Ordinance Ss.158, 159, 570, 633
Source Language
EN
Company Law Probate and Administration Civil Procedure Registration of Shareholders Reconstitution of Company Boards Intervention and Stay of Proceedings Orders Under Companies Ordinance Ss.158,159,570,633

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Parties

WONG PUI YIN GEORGEANNA

Plaintiff (administratrix)

HIROSHI TECHNOLOGIES LIMITED

Defendant (hcmp 800/2022)

CHEER CREATION LIMITED

1st Defendant (hcmp 801/2022)

e-CORPORATE SERVICE LIMITED

2nd Defendant (hcmp 801/2022 & HCMP 802/2022)

ELITE GIANT LIMITED

1st Defendant (hcmp 802/2022)

LEE CHI WANG

Intervener

Procedural Posture

Originating Summonses (companies Matters) / Judgment on Originating Summonses and Inter Partes Summons to Intervene/stay

Legal Issues

  1. 1 Whether the administratrix should be registered as the shareholder and general meetings convened to reconstitute the boards under the Companies Ordinance
  2. 2 Whether the intervener's application to intervene and stay the originating summonses should be granted pending determination of a separate action asserting beneficial ownership
  3. 3 Whether the intervener's evidence is sufficient to justify depriving the companies of functioning boards

Ratio Decidendi

The court dismissed the intervener's application for a stay because his evidence was insufficient to justify leaving the companies without functioning boards, he was largely the author of his own predicament by failing to document any trust or declaration, and the plaintiff offered undertakings; accordingly the orders sought by the plaintiff to register her as shareholder and to convene general meetings were granted and the stay refused.

Court Disposition

Intervener's application for a stay dismissed; originating summonses granted in favour of the plaintiff; order nisi as to costs of the inter partes summons against the intervener.

Orders

  • Orders granted under Companies Ordinance ss.158,159,570 and 633 to register the plaintiff as the shareholder of the shares registered in the deceased Cecilia's name for Hiroshi Technologies Limited, Cheer Creation Limited and Elite Giant Limited and to convene general meetings to reconstitute the boards
  • Plaintiff's undertakings accepted: not to dispose of assets of Cheer and Elite without leave of the court and not to dispose of assets of Hiroshi other than in the normal course of business