RE HISTORIC TW INC.

RE HISTORIC TW INC.

The application was dismissed because the court could not adjudicate the s45(g) vesting request without reference to the terms of the Merger Agreement, and the copy agreement tendered was not duly stamped and therefore inadmissible; coupled with defective affidavit evidence on Hong Kong stamping practice, the court could not establish the factual or legal foundation required to grant a vesting order.

Citation
[2019] HKDC 18
Parties
Applicant: HISTORIC TW INC.; Registered Owner (on Land Registry): Time, Incorporated (Time NY)
Court
District Court
Jurisdiction
Hong Kong
Judgment Date
8 January 2019
Case Number
DCMP712/2018
Procedural Posture
Miscellaneous Proceedings (ex Parte Originating Summons) / Decision on Originating Summons (dismissed)
Outcome
Ex parte originating summons dismissed
Legal Topics
Vesting Order Under Trustee Ordinance, Constructive Trust, Corporate Merger and Devolution of Title, Admissibility and Stamping of Instruments, Evidence and Affidavits
Source Language
EN
Property Law Trusts Stamp Duty Civil Procedure Conflict of Laws Vesting Order Under Trustee Ordinance Constructive Trust Corporate Merger and Devolution of Title +2 more

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Parties

HISTORIC TW INC.

Applicant

Time, Incorporated (Time NY)

Registered Owner (on Land Registry)

Procedural Posture

Miscellaneous Proceedings (ex Parte Originating Summons) / Decision on Originating Summons (dismissed)

Legal Issues

  1. 1 Whether the devolution of legal title by operation of foreign (New York/Delaware) law could be given effect in Hong Kong
  2. 2 Whether a constructive trust arose from the Merger Agreement that vested the beneficial interest prior to the merger
  3. 3 Whether the Merger Agreement could be received in evidence given Conveyancing and Property Ordinance and Stamp Duty requirements

Ratio Decidendi

The application was dismissed because the court could not adjudicate the s45(g) vesting request without reference to the terms of the Merger Agreement, and the copy agreement tendered was not duly stamped and therefore inadmissible; coupled with defective affidavit evidence on Hong Kong stamping practice, the court could not establish the factual or legal foundation required to grant a vesting order.

Court Disposition

Ex parte originating summons dismissed

Orders

  • Ex parte originating summons dismissed