TSANG, HOI WAH AVA, deceased AND ANOTHER v. FIRST IMPRESSION LTD

TSANG, HOI WAH AVA, deceased AND ANOTHER v. FIRST IMPRESSION LTD

The court held that Order 15 r.6A permits appointment of the 2nd applicant to represent the deceased's estate before Letters of Administration are obtained and that s.570(2)(b) is engaged where the applicant demonstrates it is probable he will become a member; accordingly the court may grant the substantive relief sought immediately (convening EGMs, dispensing with notice, treating attendance as quorum and permitting appointment of an additional director).

Citation
TSANG, HOI WAH AVA, deceased AND ANOTHER v. FIRST IMPRESSION LTD
Parties
1st Applicant (deceased): Tsang, Hoi Wah Ava; 2nd Applicant (on Behalf of Himself and Other Dependants of the Deceased): Kloeden, Daniel Dieter; Respondent (hcmp 1427/2017): Bancka Limited; Respondent (hcmp 1429/2017): Baccarat HK Trading Limited; Respondent (hcmp 1430/2017): First Impression Limited; Respondent (hcmp 1431/2017): Wealthy Team Development Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
4 October 2017
Case Number
HCMP1430/2017
Procedural Posture
Originating Summons Under Section 570 of the Companies Ordinance (cap 622) / Heard Together and Determined in Chambers on Originating Summonses
Outcome
Applications granted
Legal Topics
Section 570 Orders, Extraordinary General Meeting (egm), Appointment of Director, Representation of Deceased's Estate, Order 15 R.6 a Rules of the High Court
Source Language
EN
Company Law Civil Procedure Probate and Administration Section 570 Orders Extraordinary General Meeting (egm) Appointment of Director Representation of Deceased's Estate Order 15 R.6 a Rules of the High Court

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Parties

Tsang, Hoi Wah Ava

1st Applicant (deceased)

Kloeden, Daniel Dieter

2nd Applicant (on Behalf of Himself and Other Dependants of the Deceased)

Bancka Limited

Respondent (hcmp 1427/2017)

Baccarat HK Trading Limited

Respondent (hcmp 1429/2017)

First Impression Limited

Respondent (hcmp 1430/2017)

Wealthy Team Development Limited

Respondent (hcmp 1431/2017)

Procedural Posture

Originating Summons Under Section 570 of the Companies Ordinance (cap 622) / Heard Together and Determined in Chambers on Originating Summonses

Legal Issues

  1. 1 Whether a person who is not a director or registered member can engage section 570 by demonstrating probability of becoming a member
  2. 2 Whether a representative of a deceased's estate can be appointed to pursue section 570 relief before Letters of Administration are obtained
  3. 3 Whether the court can dispense with notice and arrange for an EGM and appointment of a director in urgent circumstances

Ratio Decidendi

The court held that Order 15 r.6A permits appointment of the 2nd applicant to represent the deceased's estate before Letters of Administration are obtained and that s.570(2)(b) is engaged where the applicant demonstrates it is probable he will become a member; accordingly the court may grant the substantive relief sought immediately (convening EGMs, dispensing with notice, treating attendance as quorum and permitting appointment of an additional director).

Court Disposition

Applications granted

Orders

  • Applicant authorised to make the substantive applications on behalf of the deceased's estate
  • 2nd applicant appointed/authorised to represent the deceased's estate for the purposes of these proceedings