KWONG SIU KUEN v. JORIS (INTERNATIONAL) LTD AND OTHERS

KWONG SIU KUEN v. JORIS (INTERNATIONAL) LTD AND OTHERS

Article 25's pre-emption provisions apply to transfers by trustees to beneficiaries; such transfers are not excluded as 'involuntary' and are caught by the pre-emption mechanism; additionally failure to comply with article 20's attestation requirement is fatal to the transfer. Accordingly the transfer could be refused and the applicant's summons for rectification dismissed.

Citation
KWONG SIU KUEN v. JORIS (INTERNATIONAL) LTD AND OTHERS
Parties
Applicant (administratrix of the Estate of Yu Bun): Kwong Siu Kuen; 1st Respondent: Joris (International) Limited; 2nd Respondent: Yu King Yeung; 3rd Respondent: Kung Hing Chii
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
22 April 2013
Case Number
HCMP2420/2012
Procedural Posture
Companies Matter Rectification of Register of Members Under the Companies Ordinance / Hearing and Judgment on Amended Originating Summons; Interim Injunction in Force Pending Determination
Outcome
Summons dismissed
Legal Topics
Rectification of Register of Members, Pre Emption Rights, Transfer of Shares, Construction of Articles of Association, Attestation Requirements for Transfer Instruments, Costs
Source Language
EN
Company Law Trust Law Civil Procedure Rectification of Register of Members Pre Emption Rights Transfer of Shares Construction of Articles of Association Attestation Requirements for Transfer Instruments +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 6 Authorities cited 9 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Kwong Siu Kuen

Applicant (administratrix of the Estate of Yu Bun)

Joris (International) Limited

1st Respondent

Yu King Yeung

2nd Respondent

Kung Hing Chii

3rd Respondent

Procedural Posture

Companies Matter Rectification of Register of Members Under the Companies Ordinance / Hearing and Judgment on Amended Originating Summons; Interim Injunction in Force Pending Determination

Legal Issues

  1. 1 Whether article 25 of the articles of association applies to a transfer by a trustee to a beneficiary
  2. 2 Whether such a transfer triggers the company pre-emption provisions and prevents registration
  3. 3 Whether failure to comply with article 20 (attestation) invalidates the transfer

Ratio Decidendi

Article 25's pre-emption provisions apply to transfers by trustees to beneficiaries; such transfers are not excluded as 'involuntary' and are caught by the pre-emption mechanism; additionally failure to comply with article 20's attestation requirement is fatal to the transfer. Accordingly the transfer could be refused and the applicant's summons for rectification dismissed.

Court Disposition

Summons dismissed

Orders

  • Summons dismissed
  • Costs of and occasioned by the Summons to be borne by the Applicant Kwong Siu Kuen (order nisi)