HUI MEI LEI v. CHOY SHUEN KI AND ANOTHER

HUI MEI LEI v. CHOY SHUEN KI AND ANOTHER

Majority shareholders demonstrated reasonable, documented attempts to convene board and general meetings; defendants' non-attendance and failure to engage made meetings impracticable and constituted a deadlock, and the defendants offered no substantive justification for adjournment; accordingly the court exercised its statutory discretion under s111(2) and s114B to order the meetings and awarded costs to the plaintiffs.

Citation
HUI MEI LEI v. CHOY SHUEN KI AND ANOTHER
Parties
Plaintiff (hcmp 132/2014): Hui Mei-lei; 1st Defendant (hcmp 132/2014 & HCMP 133/2014): Choy Shuen Ki; 2nd Defendant (hcmp 132/2014 & HCMP 133/2014): Tung Ching Nga; Plaintiff (hcmp 133/2014): Tsoi Man Chi; 3rd Defendant (hcmp 133/2014): Hui Mei-yi
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
28 February 2014
Case Number
HCMP132/2014
Procedural Posture
Applications Under the Companies Ordinance (sections 111 and 114 B) for Court Ordered General Meetings / Chambers Hearing and Decision on Originating Summonses
Outcome
Originating summonses granted. Orders made under s111 in HCMP 132/2014 and under s114B in HCMP 133/2014 directing the convening of the specified general meetings; costs awarded to plaintiffs.
Legal Topics
Calling of General Meetings, Statutory AGM Requirements, Directors Appointments, Deadlock of Board, Court Powers Under Companies Ordinance
Source Language
EN
Company Law Civil Procedure Calling of General Meetings Statutory AGM Requirements Directors Appointments Deadlock of Board Court Powers Under Companies Ordinance

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Parties

Hui Mei-lei

Plaintiff (hcmp 132/2014)

Choy Shuen Ki

1st Defendant (hcmp 132/2014 & HCMP 133/2014)

Tung Ching Nga

2nd Defendant (hcmp 132/2014 & HCMP 133/2014)

Tsoi Man Chi

Plaintiff (hcmp 133/2014)

Hui Mei-yi

3rd Defendant (hcmp 133/2014)

Procedural Posture

Applications Under the Companies Ordinance (sections 111 and 114 B) for Court Ordered General Meetings / Chambers Hearing and Decision on Originating Summonses

Legal Issues

  1. 1 Whether the court should order general meetings under s111(2) and s114B because it was impracticable to convene meetings owing to lack of quorum
  2. 2 Whether the defendants’ request for an adjournment based on time to file affidavit evidence under Order 28 justified delay
  3. 3 Whether the proposed resolutions were oppressive or inappropriate

Ratio Decidendi

Majority shareholders demonstrated reasonable, documented attempts to convene board and general meetings; defendants' non-attendance and failure to engage made meetings impracticable and constituted a deadlock, and the defendants offered no substantive justification for adjournment; accordingly the court exercised its statutory discretion under s111(2) and s114B to order the meetings and awarded costs to the plaintiffs.

Court Disposition

Originating summonses granted. Orders made under s111 in HCMP 132/2014 and under s114B in HCMP 133/2014 directing the convening of the specified general meetings; costs awarded to plaintiffs.

Orders

  • Order under Section 111(2) of the Companies Ordinance in HCMP 132/2014 in terms of paragraphs 1 to 4 of the originating summons directing an AGM/EGM for Top Wins International Limited
  • Order under Section 114B of the Companies Ordinance in HCMP 133/2014 in terms of paragraphs 1 to 4 of the originating summons directing an EGM for Billion Link Properties Limited (order against all defendants)