LAM HON KEUNG KEITH v. GENERAL TARGET DEVELOPMENT LTD AND OTHERS

LAM HON KEUNG KEITH v. GENERAL TARGET DEVELOPMENT LTD AND OTHERS

Even accepting the plaintiff's factual assertions for strike-out purposes, the resolutions were passed by persons holding sufficient votes to convene meetings and determine the outcome; the plaintiff disavowed reliance on defective service of notices and therefore the irregularity principle applies, making the...

Source-derived case information.

Citation
LAM HON KEUNG KEITH v. GENERAL TARGET DEVELOPMENT LTD AND OTHERS
Parties
Plaintiff: LAM HON KEUNG KEITH; 1st Defendant (hcmp182/2016): DALNY ESTATES LIMITED; 2nd Defendant (hcmp182/2016 & Hcmp183/2016): CHENG SHUI YEE; 3rd Defendant (hcmp182/2016): LAM KIT LIN KATHLEEN; 4th Defendant (hcmp182/2016): M.C. YIP SECRETARIAL LIMITED; 5th Defendant (hcmp182/2016) and 3rd Defendant (hcmp183/2016): THE REGISTRAR OF COMPANIES; 1st Defendant (hcmp183/2016): GENERAL TARGET DEVELOPMENT LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
6 April 2017
Case Number
HCMP183/2016
Procedural Posture
Originating Summonses Under Section 42 Companies Ordinance (ch 622) Seeking Declarations as to Validity of Shareholders' Resolutions / Chamber Hearing on Strike Out Applications; Judgment Striking Out Originating Summonses
Outcome
Both originating summonses struck out
Legal Topics
Shareholder Resolutions, Irregularity Principle, Resulting Trust, Service of Notices, Strike Out for Being Unsustainable
Source Language
en
Company Law Civil Procedure Trusts Shareholder Resolutions Irregularity Principle Resulting Trust Service of Notices Strike Out for Being Unsustainable

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Parties

LAM HON KEUNG KEITH

Plaintiff

DALNY ESTATES LIMITED

1st Defendant (hcmp182/2016)

CHENG SHUI YEE

2nd Defendant (hcmp182/2016 & Hcmp183/2016)

LAM KIT LIN KATHLEEN

3rd Defendant (hcmp182/2016)

M.C. YIP SECRETARIAL LIMITED

4th Defendant (hcmp182/2016)

THE REGISTRAR OF COMPANIES

5th Defendant (hcmp182/2016) and 3rd Defendant (hcmp183/2016)

GENERAL TARGET DEVELOPMENT LIMITED

1st Defendant (hcmp183/2016)

Procedural Posture

Originating Summonses Under Section 42 Companies Ordinance (ch 622) Seeking Declarations as to Validity of Shareholders' Resolutions / Chamber Hearing on Strike Out Applications; Judgment Striking Out Originating Summonses

Legal Issues

  1. 1 Whether the challenged shareholder resolutions are invalid because no meetings took place or were sham
  2. 2 Whether the irregularity principle prevents a court from setting aside resolutions passed by a controlling majority despite procedural defects
  3. 3 Whether the plaintiff's case is plainly unsustainable and liable to be struck out

Ratio Decidendi

Even accepting the plaintiff's factual assertions for strike-out purposes, the resolutions were passed by persons holding sufficient votes to convene meetings and determine the outcome; the plaintiff disavowed reliance on defective service of notices and therefore the irregularity principle applies, making the plaintiff's case unsustainable and liable to be struck out.

Court Disposition

Both originating summonses struck out

Orders

  • Both originating summonses struck out
  • Costs order nisi: Plaintiff to pay Defendants' costs