CHEN MEI LAN AND ANOTHER v. THE REGISTRAR OF COMPANIES AND OTHERS

CHEN MEI LAN AND ANOTHER v. THE REGISTRAR OF COMPANIES AND OTHERS

Plaintiffs failed to prove on the balance of probabilities that an express trust existed or that the Security Documents were genuine or that Wang's signature was authentic; the plaintiff's sole witness was found unreliable and key documents and contemporaneous evidence were lacking or inconsistent; therefore the claim was dismissed and the challenged transfer declared null and void with injunctive relief and costs ordered on a nisi basis.

Citation
CHEN MEI LAN AND ANOTHER v. THE REGISTRAR OF COMPANIES AND OTHERS
Parties
Plaintiffs: Plaintiffs; Defendant Companies Registrar: Companies Registrar; Defendant Company Joined for Binding: The Company (D2); Defendant Registered Shareholder/defendant: Wang (D3); Defendant Director/defendant: Liu (D4); Defendant Registered Transferee/company Claimed to Hold on Trust: Korchina (D5)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
30 December 2016
Case Number
HCMP894/2015
Procedural Posture
Companies Ordinance Rectification / Trust and Ownership Dispute / Judgment (30 December 2016)
Outcome
Claim dismissed; declaration that the 27 January 2015 transfer was null and void; injunction against Plaintiffs representing they are shareholder or director; costs ordered to Defendants on nisi basis.
Legal Topics
Rectification of Register Under S42, Declaration of Trust, Resulting Trust, Forgery of Documents, Authority to Bind a Company, Burden of Proof
Source Language
EN
Company Law Trusts and Equitable Remedies Evidence and Forgery Civil Procedure Rectification of Register Under S42 Declaration of Trust Resulting Trust Forgery of Documents +2 more

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Parties

Plaintiffs

Plaintiffs

Companies Registrar

Defendant Companies Registrar

The Company (D2)

Defendant Company Joined for Binding

Wang (D3)

Defendant Registered Shareholder/defendant

Liu (D4)

Defendant Director/defendant

Korchina (D5)

Defendant Registered Transferee/company Claimed to Hold on Trust

Procedural Posture

Companies Ordinance Rectification / Trust and Ownership Dispute / Judgment (30 December 2016)

Legal Issues

  1. 1 Whether an express trust existed over the shares
  2. 2 Whether Gu had authority to sign the Declaration of Trust for Korchina
  3. 3 Whether Wang's signatures and Korchina's company chop on the Security Documents were forged

Ratio Decidendi

Plaintiffs failed to prove on the balance of probabilities that an express trust existed or that the Security Documents were genuine or that Wang's signature was authentic; the plaintiff's sole witness was found unreliable and key documents and contemporaneous evidence were lacking or inconsistent; therefore the claim was dismissed and the challenged transfer declared null and void with injunctive relief and costs ordered on a nisi basis.

Court Disposition

Claim dismissed; declaration that the 27 January 2015 transfer was null and void; injunction against Plaintiffs representing they are shareholder or director; costs ordered to Defendants on nisi basis.

Orders

  • Claim dismissed.
  • Declaration that the purported share transfer by the 5th Defendant to the 1st Plaintiff on 27 January 2015 was null and void.