TSOI CHIK SANG LAWRENCE v. TASTY CATERING GROUP LTD AND OTHERS

TSOI CHIK SANG LAWRENCE v. TASTY CATERING GROUP LTD AND OTHERS

The application to intervene was dismissed because (1) the signed consent summons, if approved, would remove any live issues for determination; (2) the intervener's claims materially exceeded the scope of the originating summons and raised disputed questions of fact and alleged fraud that require trial proceedings, not resolution by originating summons; (3) the intervener's claims overlapped with ongoing consolidated proceedings and permitting intervention would multiply proceedings rather than prevent them; and (4) the intervener lacked immediate shareholder standing to exercise the claimed rights until determined in separate proceedings. On these bases intervention was not just or...

Citation
[2019] HKCFI 645
Parties
Plaintiff (in His Personal Capacity and as Administrator of the Estate of Choi Chong Ip, Deceased): Tsoi Chik Sang Lawrence; 1st Defendant: Tasty Catering Group Limited; 2nd Defendant: Federal Management Limited; 3rd Defendant: Fonduet Industrial Limited; 4th Defendant: Hang Heung Cake Shop Company Limited; 5th Defendant (discontinued): Yip Tai Him; 6th Defendant (discontinued): Li Kwok Tung; 7th Defendant: Wong Wai Hang Ricky; 8th Defendant: Wong Wai Hung; 9th Defendant: Cheng Hung Kung; Intended Intervener: Cheng Hung Kit
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
30 January 2019
Case Number
HCMP823/2018
Procedural Posture
Company Law / Shareholder Dispute Challenge to Validity of EGM and Board Meeting; Application to Intervene / Application to Intervene Heard on 30 January 2019; Consideration of Consent Summons and Discharge of Injunctions
Outcome
Application by intended intervener to intervene dismissed; consent summons signed by parties approved in part; injunction previously granted discharged insofar as provided in consent summons; costs awarded against the intervener
Legal Topics
Joinder and Intervention, Shareholder Register and Rights, Validity of EGM and Board Resolutions, Fraudulent Misrepresentation, Multiplicity of Proceedings
Source Language
CH
Company Law Civil Procedure Equity Costs Joinder and Intervention Shareholder Register and Rights Validity of EGM and Board Resolutions Fraudulent Misrepresentation +1 more

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Parties

Tsoi Chik Sang Lawrence

Plaintiff (in His Personal Capacity and as Administrator of the Estate of Choi Chong Ip, Deceased)

Tasty Catering Group Limited

1st Defendant

Federal Management Limited

2nd Defendant

Fonduet Industrial Limited

3rd Defendant

Hang Heung Cake Shop Company Limited

4th Defendant

Yip Tai Him

5th Defendant (discontinued)

Li Kwok Tung

6th Defendant (discontinued)

Wong Wai Hang Ricky

7th Defendant

Wong Wai Hung

8th Defendant

Cheng Hung Kung

9th Defendant

Cheng Hung Kit

Intended Intervener

Procedural Posture

Company Law / Shareholder Dispute Challenge to Validity of EGM and Board Meeting; Application to Intervene / Application to Intervene Heard on 30 January 2019; Consideration of Consent Summons and Discharge of Injunctions

Legal Issues

  1. 1 Whether the intended intervener should be joined as a party under Order 15 r 6(2)
  2. 2 Whether the intended intervener's claims fall within the scope of the original originating summons
  3. 3 Whether allowing intervention would cause multiplicity of proceedings and is appropriate and just

Ratio Decidendi

The application to intervene was dismissed because (1) the signed consent summons, if approved, would remove any live issues for determination; (2) the intervener's claims materially exceeded the scope of the originating summons and raised disputed questions of fact and alleged fraud that require trial proceedings, not resolution by originating summons; (3) the intervener's claims overlapped with ongoing consolidated proceedings and permitting intervention would multiply proceedings rather than prevent them; and (4) the intervener lacked immediate shareholder standing to exercise the claimed rights until determined in separate proceedings. On these bases intervention was not just or...

Court Disposition

Application by intended intervener to intervene dismissed; consent summons signed by parties approved in part; injunction previously granted discharged insofar as provided in consent summons; costs awarded against the intervener

Orders

  • Application by Cheng Hung Kit to intervene dismissed (two summons by him dismissed)
  • Approve paragraphs 1, 2, 4 and 5 of the signed consent summons; paragraph 3 unnecessary