W. M. CONSTRUCTION LTD AND OTHERS v. CHAN YIU TUNG AND OTHERS

W. M. CONSTRUCTION LTD AND OTHERS v. CHAN YIU TUNG AND OTHERS

The Articles create a two-tier membership scheme; Clause 6(b) confines full membership to bona fide general building contractors whose proprietors/managers are generally recognized as experienced, so registered specialist and minor works contractors do not qualify as full members; Chan Shum Kee was not validly admitted because it did not follow admission procedures and is a distinct entity from Tung Lee; Clause 60B confers a limited veto in respect of sale of premises tied to contribution and does not create a personal, general life council membership independent of membership status; Tung Lee's membership ceased when it lost statutory registration and therefore any rights dependent on...

Citation
W. M. CONSTRUCTION LTD AND OTHERS v. CHAN YIU TUNG AND OTHERS
Parties
1st Plaintiff: W. M. CONSTRUCTION LTD.; 2nd Plaintiff: SANG KEE (NG SZE) CONSTRUCTION CO. LTD.; 3rd Plaintiff: GOOD CASTLE CONSTRUCTION LTD.; 4th Plaintiff: R I S E S H I P CONSTRUCTION CO. LTD.; 5th Plaintiff: EVER CONSTRUCTION CO. LTD.; 6th Plaintiff: CHING LEE ENGINEERING LTD.; 7th Plaintiff: SHING HING CONSTRUCTION LTD.; 8th Plaintiff: HONG KONG DRILL & CUT ENGINEERING CO. LTD.; 9th Plaintiff: KOK HWA HONG ENGINEERING CO. LTD.; 10th Plaintiff: DRILLCUT LTD.; 11th Plaintiff: HENG TAT ENGINEERING LTD.; 1st Defendant: CHAN YIU TUNG (陳耀東) also known as ANTHONY CHAN; 2nd Defendant: CHAN SHUM KEE; 3rd Defendant: HONG KONG GENERAL BUILDING CONTRACTORS ASSOCIATION LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
29 August 2014
Case Number
HCMP266/2014
Procedural Posture
Companies/association Internal Governance and AGM Directions Under Companies Ordinance and Articles / Final Decision on Originating Summons (directions and Declarations)
Outcome
Mixed: declarations and directions given resolving membership eligibility and declaring certain memberships ceased or invalid; disputed persons/entities not entitled to personal council rights beyond what Articles provide; costs to be addressed by timetable
Legal Topics
Membership Qualification, Construction of Articles of Association, Annual General Meeting, Termination of Membership, Appointment of Council Members, Interim Undertakings
Source Language
EN
Company Law Contract Law Civil Procedure Membership Qualification Construction of Articles of Association Annual General Meeting Termination of Membership Appointment of Council Members +1 more

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Parties

W. M. CONSTRUCTION LTD.

1st Plaintiff

SANG KEE (NG SZE) CONSTRUCTION CO. LTD.

2nd Plaintiff

GOOD CASTLE CONSTRUCTION LTD.

3rd Plaintiff

R I S E S H I P CONSTRUCTION CO. LTD.

4th Plaintiff

EVER CONSTRUCTION CO. LTD.

5th Plaintiff

CHING LEE ENGINEERING LTD.

6th Plaintiff

SHING HING CONSTRUCTION LTD.

7th Plaintiff

HONG KONG DRILL & CUT ENGINEERING CO. LTD.

8th Plaintiff

KOK HWA HONG ENGINEERING CO. LTD.

9th Plaintiff

DRILLCUT LTD.

10th Plaintiff

HENG TAT ENGINEERING LTD.

11th Plaintiff

CHAN YIU TUNG (陳耀東) also known as ANTHONY CHAN

1st Defendant

CHAN SHUM KEE

2nd Defendant

HONG KONG GENERAL BUILDING CONTRACTORS ASSOCIATION LIMITED

3rd Defendant

Procedural Posture

Companies/association Internal Governance and AGM Directions Under Companies Ordinance and Articles / Final Decision on Originating Summons (directions and Declarations)

Legal Issues

  1. 1 Whether registered specialist contractors and registered minor works contractors qualify as full members under Article/Clause 6(b)
  2. 2 Whether Chan Shum Kee was validly admitted as a member without following the prescribed admission procedure
  3. 3 Whether Chan holds a personal life council membership and voting/representation rights under Clause 60B

Ratio Decidendi

The Articles create a two-tier membership scheme; Clause 6(b) confines full membership to bona fide general building contractors whose proprietors/managers are generally recognized as experienced, so registered specialist and minor works contractors do not qualify as full members; Chan Shum Kee was not validly admitted because it did not follow admission procedures and is a distinct entity from Tung Lee; Clause 60B confers a limited veto in respect of sale of premises tied to contribution and does not create a personal, general life council membership independent of membership status; Tung Lee's membership ceased when it lost statutory registration and therefore any rights dependent on...

Court Disposition

Mixed: declarations and directions given resolving membership eligibility and declaring certain memberships ceased or invalid; disputed persons/entities not entitled to personal council rights beyond what Articles provide; costs to be addressed by timetable

Orders

  • Registered specialist contractors and registered minor works contractors are not entitled to be full members under Clause 6(b) of the Articles
  • Chan Shum Kee is not a validly admitted member as it did not undergo the prescribed admission procedure