HUNG WING SAN, TONY v. KOO SHING SUN AND ANOTHER

HUNG WING SAN, TONY v. KOO SHING SUN AND ANOTHER

Regulation 56 can legitimately be read in context with Article 22 and Regulation 55 to permit an adjourned meeting to become quorate after 30 minutes even if only one member or his proxy is present; the wording is infelicitous but not otiose; consequently the resolution of 18 October 2011 validly appointed Gudy Koo...

Source-derived case information.

Citation
HUNG WING SAN, TONY v. KOO SHING SUN AND ANOTHER
Parties
Applicant (hcmp 189/2012): KOO SHING SUN; 1st Respondent / Petitioner (in HCCW 350/2011): HUNG WING SAN, TONY; 2nd Respondent / 2nd Defendant / Plaintiff (in HCA 162/2012): CHINA STAR ENTERPRISE HONG KONG LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
5 September 2012
Case Number
HCCW350/2011
Procedural Posture
Originating Summons Under Companies Ordinance; Related Winding Up Petition and High Court Action; Applications Under S114 A/114 B and Strike Out Under CPR / Decision on Competing Applications in Chambers (judgment Delivered)
Outcome
Declaration granted that the resolution of 18 October 2011 validly appointed Gudy Koo as director; strike out application dismissed.
Legal Topics
Quorum at General Meeting, Appointment of Director, Application of Table a Regulations 55 and 56, Authority to Commence Proceedings, Interpretation of Singular/plural in Statutory Provisions
Source Language
en
Company Law Civil Procedure Statutory Interpretation Quorum at General Meeting Appointment of Director Application of Table a Regulations 55 and 56 Authority to Commence Proceedings Interpretation of Singular/plural in Statutory Provisions

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Parties

KOO SHING SUN

Applicant (hcmp 189/2012)

HUNG WING SAN, TONY

1st Respondent / Petitioner (in HCCW 350/2011)

CHINA STAR ENTERPRISE HONG KONG LIMITED

2nd Respondent / 2nd Defendant / Plaintiff (in HCA 162/2012)

Procedural Posture

Originating Summons Under Companies Ordinance; Related Winding Up Petition and High Court Action; Applications Under S114 A/114 B and Strike Out Under CPR / Decision on Competing Applications in Chambers (judgment Delivered)

Legal Issues

  1. 1 Whether the resolution of 18 October 2011 validly appointed Gudy Koo as director under Table A Regulation 56/Article 22
  2. 2 Whether Regulation 56 can be applied so that a single member or proxy present at an adjourned meeting after 30 minutes constitutes a quorum
  3. 3 Whether the Company was properly authorised to commence the High Court action if the appointment was invalid

Ratio Decidendi

Regulation 56 can legitimately be read in context with Article 22 and Regulation 55 to permit an adjourned meeting to become quorate after 30 minutes even if only one member or his proxy is present; the wording is infelicitous but not otiose; consequently the resolution of 18 October 2011 validly appointed Gudy Koo as director and the strike out application dependent on the contrary contention must be dismissed.

Court Disposition

Declaration granted that the resolution of 18 October 2011 validly appointed Gudy Koo as director; strike out application dismissed.

Orders

  • Declaration that the resolution passed at the extraordinary general meeting on 18 October 2011 appointing Gudy Koo as director is valid and effective
  • Dismissal of Mr Hung's strike out application in the High Court action