CHAN SAI HUNG v. WELL DEVELOP LTD.

CHAN SAI HUNG v. WELL DEVELOP LTD.

The Defendant satisfied the requisition: the presumption of due execution under s.23 CPO applies where documents on their face are sealed and signed; article 23(b) gave the board discretion to authorise signatories so production of a board resolution was not required; accordingly the Defendant proved good title and the Plaintiff's claims failed. Even if execution were defective, the transfer bound the company absent fraud.

Citation
CHAN SAI HUNG v. WELL DEVELOP LTD.
Parties
Plaintiff: CHAN SAI HUNG; Defendant: WELL DEVELOP LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
29 September 2000
Case Number
HCMP916/2000
Procedural Posture
Miscellaneous Proceedings / Judgment
Outcome
Plaintiff's claims dismissed
Legal Topics
Execution of Company Documents, Due Execution, Presumption Under S.23 CPO, Authority of Board Resolutions, Title to Property, Return of Deposit, Costs
Source Language
EN
Conveyancing Property Company Law Civil Procedure Contract Execution of Company Documents Due Execution Presumption Under S.23 CPO +4 more

Case Brief

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Parties

CHAN SAI HUNG

Plaintiff

WELL DEVELOP LIMITED

Defendant

Procedural Posture

Miscellaneous Proceedings / Judgment

Legal Issues

  1. 1 Whether an assignment executed and sealed and signed by one director complied with art.23(b) of Full Country Development Ltd and whether due execution can be presumed
  2. 2 Whether the Defendant proved good title to the property
  3. 3 Whether the purchaser was entitled to demand production of board resolutions authorising signature

Ratio Decidendi

The Defendant satisfied the requisition: the presumption of due execution under s.23 CPO applies where documents on their face are sealed and signed; article 23(b) gave the board discretion to authorise signatories so production of a board resolution was not required; accordingly the Defendant proved good title and the Plaintiff's claims failed. Even if execution were defective, the transfer bound the company absent fraud.

Court Disposition

Plaintiff's claims dismissed

Orders

  • Order nisi that the Plaintiff do pay the Defendant the costs of this action to be taxed if not agreed