JABRIN LTD v. UNLONG TUNG YICK LAND INVESTMENT CO LTD

JABRIN LTD v. UNLONG TUNG YICK LAND INVESTMENT CO LTD

Where transferees have paid for shares and transfers were presented for registration, and where the company/directors have failed to exercise any veto within a reasonable time (including where there is no effective board), the transferee is entitled to registration and the court will refuse rectification removing...

Source-derived case information.

Citation
JABRIN LTD v. UNLONG TUNG YICK LAND INVESTMENT CO LTD
Parties
Applicants: Applicants (19 named and additional applicants); Plaintiff / 3rd Respondent (in Some Proceedings): Jabrin Limited; Defendant / 1st Respondent (in Some Proceedings): Unlong Tung Yick Land Investment Co. Ltd.; Respondent / Director: CHAN Wai-to (and co-directors)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
13 October 1980
Case Number
HCMP589/1980
Procedural Posture
Companies / Shareholder Disputes and Related Interlocutory Applications / Hearing in Chambers on Multiple Interlocutory Applications (appointment of Receiver; Summonses for Meeting; Motions for Rectification; Stay Applications)
Outcome
Applicants' motions dismissed; interlocutory stay discharged; court ordered meeting; receiver appointed; ex parte order discharged; costs awarded to successful applicants; further show‑cause directed against solicitors who obtained the ex‑parte order.
Legal Topics
Rectification of Register of Members, Locus Standi to Apply Under Companies Ordinance S114(2), Court‑ordered General Meeting, Appointment of Receiver and Manager, Discharge of Ex Parte Order Obtained by Suppression of Material Facts
Source Language
en
Company Law Civil Procedure Equity (receivership) Injunctions/interim Relief Rectification of Register of Members Locus Standi to Apply Under Companies Ordinance S114(2) Court‑ordered General Meeting Appointment of Receiver and Manager +1 more

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Parties

Applicants (19 named and additional applicants)

Applicants

Jabrin Limited

Plaintiff / 3rd Respondent (in Some Proceedings)

Unlong Tung Yick Land Investment Co. Ltd.

Defendant / 1st Respondent (in Some Proceedings)

CHAN Wai-to (and co-directors)

Respondent / Director

Procedural Posture

Companies / Shareholder Disputes and Related Interlocutory Applications / Hearing in Chambers on Multiple Interlocutory Applications (appointment of Receiver; Summonses for Meeting; Motions for Rectification; Stay Applications)

Legal Issues

  1. 1 Whether Jabrin Limited should be removed from the company's register of members (rectification under s100)
  2. 2 Whether Jabrin Limited had locus standi to apply under s114(2) to convene a court‑ordered general meeting
  3. 3 Whether the ex parte stay should be discharged for suppression of material facts

Ratio Decidendi

Where transferees have paid for shares and transfers were presented for registration, and where the company/directors have failed to exercise any veto within a reasonable time (including where there is no effective board), the transferee is entitled to registration and the court will refuse rectification removing the transferee; ex parte orders obtained by suppression of material facts will be discharged; where management dereliction threatens company property or contractual performance the court will appoint a receiver to protect the assets and business.

Court Disposition

Applicants' motions dismissed; interlocutory stay discharged; court ordered meeting; receiver appointed; ex parte order discharged; costs awarded to successful applicants; further show‑cause directed against solicitors who obtained the ex‑parte order.

Orders

  • Dismissed the summons for stay of the order of Mr Justice Garcia (HCMP 589/80) with costs.
  • Dismissed the Notices of Motion in HCMP 712/80 with costs.