ASPIAL INVESTMENT LTD AND ANOTHER v. MAYER CORPORATION DEVELOPMENT INTERNATIONAL LTD

ASPIAL INVESTMENT LTD AND ANOTHER v. MAYER CORPORATION DEVELOPMENT INTERNATIONAL LTD

On the balance of probabilities the court found that Lai on behalf of Mayer BVI and Lam on behalf of Capital Wealth entered an oral agreement authorising Lam to sell Mayer BVI shares; the 19 June 2009 Custodian Agreement was effectively varied by a subsequent oral agreement on 24 June 2009 by which monies were released and Capital Wealth obtained the right and physical certificates to sell; AFIL's release did not, in those circumstances, breach trust in a manner that entitles Mayer BVI to recover the shares; accordingly Aspial and Bumper acquired title and are entitled to registration.

Citation
ASPIAL INVESTMENT LTD AND ANOTHER v. MAYER CORPORATION DEVELOPMENT INTERNATIONAL LTD
Parties
1st Plaintiff: ASPIAL INVESTMENT LIMITED; 2nd Plaintiff: BUMPER EAST LIMITED; Defendant / Plaintiff (consolidated): MAYER CORPORATION DEVELOPMENT INTERNATIONAL LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
16 July 2012
Case Number
HCA238/2012
Procedural Posture
Commercial Action: Dispute Over Ownership of Mayer HK Shares (consolidated HCA 238/2012 and HCCL 3/2012) / Judgment at First Instance (court of First Instance) Dated 16 July 2012
Outcome
Claims by Mayer BVI against AFIL, Charles Chan, Lam, Bumper and Aspial dismissed; declaration in favour of Aspial and Bumper.
Legal Topics
Custodian Agreement, Breach of Trust, Dishonest Assistance, Share Transfer and Registration, Variation of Written Agreement by Oral Agreement, Stamp Duty
Source Language
EN
Equity Trusts Company Law Securities Law Contract Law Custodian Agreement Breach of Trust Dishonest Assistance +3 more

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Parties

ASPIAL INVESTMENT LIMITED

1st Plaintiff

BUMPER EAST LIMITED

2nd Plaintiff

MAYER CORPORATION DEVELOPMENT INTERNATIONAL LIMITED

Defendant / Plaintiff (consolidated)

Procedural Posture

Commercial Action: Dispute Over Ownership of Mayer HK Shares (consolidated HCA 238/2012 and HCCL 3/2012) / Judgment at First Instance (court of First Instance) Dated 16 July 2012

Legal Issues

  1. 1 Whether Mayer BVI authorised Capital Wealth (Lam) to sell 300 million Mayer HK shares and terms of that agreement
  2. 2 Interpretation and terms of the 19 June 2009 Custodian Agreement between Mayer BVI and AFIL
  3. 3 Whether Wang entered into a custodian agreement with AFIL for 99 million shares and related arrangements with Charles Chan

Ratio Decidendi

On the balance of probabilities the court found that Lai on behalf of Mayer BVI and Lam on behalf of Capital Wealth entered an oral agreement authorising Lam to sell Mayer BVI shares; the 19 June 2009 Custodian Agreement was effectively varied by a subsequent oral agreement on 24 June 2009 by which monies were released and Capital Wealth obtained the right and physical certificates to sell; AFIL's release did not, in those circumstances, breach trust in a manner that entitles Mayer BVI to recover the shares; accordingly Aspial and Bumper acquired title and are entitled to registration.

Court Disposition

Claims by Mayer BVI against AFIL, Charles Chan, Lam, Bumper and Aspial dismissed; declaration in favour of Aspial and Bumper.

Orders

  • Declaration that Aspial is entitled to be registered as owner of the 100,000,000 Mayer HK shares under certificate 70 and that Bumper is entitled to be registered as owner of the 100,000,000 Mayer HK shares under certificate 71
  • Order nisi that Mayer BVI pay the costs of AFIL, Charles Chan, Lam, Bumper and Aspial, to be taxed if not agreed, with certificate for two counsel