KARLA OTTO LTD v. BULENT EREN BAYRAM AND ANOTHER

KARLA OTTO LTD v. BULENT EREN BAYRAM AND ANOTHER

The 1st defendant is ordered to execute an instrument transferring 1,000 shares in the 2nd defendant to the plaintiff and to execute a notice of resignation limited to the first paragraph; if he fails to do so within three days of service the Registrar is authorised under section 25A High Court Ordinance to execute the documents on his behalf; indemnity costs are awarded to the plaintiff to be summarily assessed; service out of the jurisdiction at the 1st defendant's last known addresses is permitted and deemed good service.

Citation
KARLA OTTO LTD v. BULENT EREN BAYRAM AND ANOTHER
Parties
Plaintiff: Karla Otto Limited; 1st Defendant: Bulent Eren Bayram; 2nd Defendant: Karla Otto Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
16 August 2017
Case Number
HCA821/2011
Procedural Posture
Application for Execution of Prior Judgment (share Transfer and Resignation) / Interlocutory Enforcement Hearing
Outcome
Order granted in terms sought by the plaintiff with modifications
Legal Topics
Constructive Trust, Specific Performance, Share Transfer, Directors' Resignation, Indemnity Costs, Service Out of Jurisdiction
Source Language
EN
Equity Company Law Civil Procedure Enforcement Constructive Trust Specific Performance Share Transfer Directors' Resignation +2 more

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Parties

Karla Otto Limited

Plaintiff

Bulent Eren Bayram

1st Defendant

Karla Otto Limited

2nd Defendant

Procedural Posture

Application for Execution of Prior Judgment (share Transfer and Resignation) / Interlocutory Enforcement Hearing

Legal Issues

  1. 1 Whether the 1st defendant must execute transfer of 1,000 shares declared held on trust for the plaintiff
  2. 2 Whether the 1st defendant must sign the proposed notice of resignation and whether the resignation may include a waiver paragraph
  3. 3 Whether the Registrar may be authorised under s25A High Court Ordinance to execute documents on behalf of the 1st defendant if he fails to act

Ratio Decidendi

The 1st defendant is ordered to execute an instrument transferring 1,000 shares in the 2nd defendant to the plaintiff and to execute a notice of resignation limited to the first paragraph; if he fails to do so within three days of service the Registrar is authorised under section 25A High Court Ordinance to execute the documents on his behalf; indemnity costs are awarded to the plaintiff to be summarily assessed; service out of the jurisdiction at the 1st defendant's last known addresses is permitted and deemed good service.

Court Disposition

Order granted in terms sought by the plaintiff with modifications

Orders

  • 1st defendant to execute instrument of transfer of 1,000 shares in the 2nd defendant to the plaintiff within three days of service of this order
  • 1st defendant to execute notice of resignation of director limited to the first paragraph of the draft (second paragraph excluded)