PAUL MURRAY-JONES v. GUARDFORCE LTD AND OTHERS

PAUL MURRAY-JONES v. GUARDFORCE LTD AND OTHERS

The bank and its nominee subsidiary (2nd and 3rd respondents), which together control 51% of shares, were properly joined because the reliefs sought could operate against them; the four bank-employed directors (4th–7th) were improperly joined because they hold no shares and all reliefs sought (including removal as directors and sale/transfer of shares) could be obtained by orders directed at the company and the majority shareholders without personal orders against the directors, and therefore they were struck out despite the delay.

Citation
PAUL MURRAY-JONES v. GUARDFORCE LTD AND OTHERS
Parties
Petitioner: Paul Murray-Jones; 1st Respondent (company): Guardforce Limited; 2nd Respondent (majority Shareholder): Hong Kong and Shanghai Banking Corporation; 3rd Respondent (nominee Subsidiary Holding Shares): Oroton Investments Limited; 4th Respondent (director): David F.L. Turner; 5th Respondent (director): Gwilyn Cynfelyn Morgan; 6th Respondent (director): John Malcolm Gray; 7th Respondent (director): Colin Broadhurst
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
15 February 1982
Case Number
HCMP1090/1981
Procedural Posture
Section 168 a Petition Under the Companies Ordinance (company Law) / Interlocutory Pre Trial Application to Strike Out Respondents
Outcome
Application granted in part
Legal Topics
Minority Shareholder Petition, Section 168 a Companies Ordinance, Improper Joinder, Striking Out Parties, Directors' Liability, Relief Against Majority Shareholder
Source Language
EN
Company Law Civil Procedure Shareholder Rights Corporate Governance Minority Shareholder Petition Section 168 a Companies Ordinance Improper Joinder Striking Out Parties +2 more

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Parties

Paul Murray-Jones

Petitioner

Guardforce Limited

1st Respondent (company)

Hong Kong and Shanghai Banking Corporation

2nd Respondent (majority Shareholder)

Oroton Investments Limited

3rd Respondent (nominee Subsidiary Holding Shares)

David F.L. Turner

4th Respondent (director)

Gwilyn Cynfelyn Morgan

5th Respondent (director)

John Malcolm Gray

6th Respondent (director)

Colin Broadhurst

7th Respondent (director)

Procedural Posture

Section 168 a Petition Under the Companies Ordinance (company Law) / Interlocutory Pre Trial Application to Strike Out Respondents

Legal Issues

  1. 1 Whether respondents 2 and 3 (bank and its nominee subsidiary) were properly joined in the s.168A petition
  2. 2 Whether respondents 4 to 7 (bank-nominated directors who were not shareholders) were properly joined
  3. 3 Whether the court has jurisdiction to strike out improperly joined respondents at an interlocutory stage despite delay

Ratio Decidendi

The bank and its nominee subsidiary (2nd and 3rd respondents), which together control 51% of shares, were properly joined because the reliefs sought could operate against them; the four bank-employed directors (4th–7th) were improperly joined because they hold no shares and all reliefs sought (including removal as directors and sale/transfer of shares) could be obtained by orders directed at the company and the majority shareholders without personal orders against the directors, and therefore they were struck out despite the delay.

Court Disposition

Application granted in part

Orders

  • 4th, 5th, 6th and 7th respondents dismissed from (struck out of) the petition
  • Proceedings to continue against the 1st, 2nd and 3rd respondents