HAO XIAO YING AND ANOTHER v. HUANG KWANG MIN AND OTHERS

HAO XIAO YING AND ANOTHER v. HUANG KWANG MIN AND OTHERS

The plaintiffs were entitled to notice because, but for the company's failure to keep the register, their registered addresses would have been within Hong Kong; posting to the Blue Pool Road address did not constitute valid notice because the directors who used that address knew notices would not reach the plaintiffs and thus the choice of service was not made in good faith and service was invalid; however the invalidity was an irregularity curable by majority ratification and there was no fraud on the minority, so the plaintiffs' originating summons was dismissed.

Citation
HAO XIAO YING AND ANOTHER v. HUANG KWANG MIN AND OTHERS
Parties
1st Plaintiff: HAO XIAO YING; 2nd Plaintiff: LU JIA DONG; 1st Defendant: HUANG KWANG MIN; 2nd Defendant: WONG YIU LAM WILLIAM; 3rd Defendant: LAU YAN YIN; 4th Defendant: GREEN VALLEY INVESTMENT LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
21 August 2002
Case Number
HCMP5905/2001
Procedural Posture
Company Law Companies Ordinance (cap.32) / Originating Summons; Judgment on Application
Outcome
Amended Originating Summons dismissed; declaration sought refused.
Legal Topics
Notice of General Meeting, Articles of Association, Service of Notices, Register of Members, Majority Ratification/irregularity
Source Language
EN
Company Law Civil Procedure Corporate Governance Notice of General Meeting Articles of Association Service of Notices Register of Members Majority Ratification/irregularity

Case Brief

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Parties

HAO XIAO YING

1st Plaintiff

LU JIA DONG

2nd Plaintiff

HUANG KWANG MIN

1st Defendant

WONG YIU LAM WILLIAM

2nd Defendant

LAU YAN YIN

3rd Defendant

GREEN VALLEY INVESTMENT LIMITED

4th Defendant

Procedural Posture

Company Law Companies Ordinance (cap.32) / Originating Summons; Judgment on Application

Legal Issues

  1. 1 Were the plaintiffs entitled to notice of the EGM under the articles?
  2. 2 If so, was notice validly given by post to the Blue Pool Road address?
  3. 3 If notice was invalid, was the failure a mere irregularity curable by majority ratification?

Ratio Decidendi

The plaintiffs were entitled to notice because, but for the company's failure to keep the register, their registered addresses would have been within Hong Kong; posting to the Blue Pool Road address did not constitute valid notice because the directors who used that address knew notices would not reach the plaintiffs and thus the choice of service was not made in good faith and service was invalid; however the invalidity was an irregularity curable by majority ratification and there was no fraud on the minority, so the plaintiffs' originating summons was dismissed.

Court Disposition

Amended Originating Summons dismissed; declaration sought refused.

Orders

  • Amended Originating Summons dismissed
  • Order nisi that costs be to the Defendants to be taxed if not agreed