CHUI PUI KUN AND ANOTHER v. FOOK LAM MOON (KOWLOON) RESTAURANT LTD AND OTHERS

CHUI PUI KUN AND ANOTHER v. FOOK LAM MOON (KOWLOON) RESTAURANT LTD AND OTHERS

The Rules adopted by the boards did not apply to inspection of board minutes; while procedural rules adopted by the company are valid in principle, they did not and could not lawfully prevent directors from inspecting board minutes; Applicants were entitled to full access and the court ordered the companies and...

Source-derived case information.

Citation
CHUI PUI KUN AND ANOTHER v. FOOK LAM MOON (KOWLOON) RESTAURANT LTD AND OTHERS
Parties
Applicant (director): Pui Kun; Applicant (shareholder): Coqueen Company Limited; 1st Respondent (hcmp 270/2010): Fook Lam Moon Restaurant Limited (FLM (HK)); 1st Respondent (hcmp 271/2010): Fook Lam Moon (Kowloon) Restaurant Limited (FLM (Kowloon)); 2nd Respondent (director): Chui Wai Kwan (Wai Kwan); 3rd Respondent (director): Chui Tak Yiu (Daniel Chui); 4th Respondent (director): Yau Hing; 5th Respondent (director): Hui Jia Yin (Janet Hui); Respondent (director/entity): Chui Wai Kwan Investments Company Limited (CWKI); Respondent (shareholder/director): Fullbond Properties Limited (Fullbond)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 January 2011
Case Number
HCMP271/2010
Procedural Posture
HCMP Applications for Inspection of Company Board Minutes (hcmp 270/2010 and HCMP 271/2010) / Judgment (applications Heard; Orders Made)
Outcome
Applicants' applications granted in part; orders made requiring provision of access to board minutes and a costs order nisi.
Legal Topics
Right of Inspection by Directors, Board Minutes Access, Validity and Scope of Internal Procedural Rules, Joinder of Individual Directors, Costs
Source Language
en
Company Law Directors' Duties Civil Procedure Right of Inspection by Directors Board Minutes Access Validity and Scope of Internal Procedural Rules Joinder of Individual Directors Costs

Source-derived case record

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 7 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Pui Kun

Applicant (director)

Coqueen Company Limited

Applicant (shareholder)

Fook Lam Moon Restaurant Limited (FLM (HK))

1st Respondent (hcmp 270/2010)

Fook Lam Moon (Kowloon) Restaurant Limited (FLM (Kowloon))

1st Respondent (hcmp 271/2010)

Chui Wai Kwan (Wai Kwan)

2nd Respondent (director)

Chui Tak Yiu (Daniel Chui)

3rd Respondent (director)

Yau Hing

4th Respondent (director)

Hui Jia Yin (Janet Hui)

5th Respondent (director)

Chui Wai Kwan Investments Company Limited (CWKI)

Respondent (director/entity)

Fullbond Properties Limited (Fullbond)

Respondent (shareholder/director)

Procedural Posture

HCMP Applications for Inspection of Company Board Minutes (hcmp 270/2010 and HCMP 271/2010) / Judgment (applications Heard; Orders Made)

Legal Issues

  1. 1 Whether board-adopted 'Rules' applied to inspection of board minutes by directors
  2. 2 Whether the Rules unlawfully fettered directors' common law right to inspect and copy company minutes
  3. 3 Whether the Applicants' inspections had been obstructed so as to warrant relief

Ratio Decidendi

The Rules adopted by the boards did not apply to inspection of board minutes; while procedural rules adopted by the company are valid in principle, they did not and could not lawfully prevent directors from inspecting board minutes; Applicants were entitled to full access and the court ordered the companies and relevant individual respondent directors to procure provision of access and copying within 14 days; costs to await determination (order nisi for no order as to costs).

Court Disposition

Applicants' applications granted in part; orders made requiring provision of access to board minutes and a costs order nisi.

Orders

  • In HCMP 270/2010: 1st Respondent (FLM (HK)) to provide, and 2nd to 5th Respondents to procure provision to the Applicant within 14 days of full and uninterrupted access to, and allow him to inspect and take copies of, all minutes of all proceedings at meetings of directors of FLM (HK) from date of incorporation up...
  • In HCMP 271/2010: 1st Respondent (FLM (Kowloon)) to provide, and 2nd, 4th and 5th Respondents to procure provision to the Applicants within 14 days of full and uninterrupted access to, and allow them to inspect and take copies of, all minutes of all proceedings at meetings of directors of FLM (Kowloon) from date of...