LUI FUNG YEE v. LIU SIU FOON, the Administrator of the estate of CHAN KWOK HUNG, deceased AND ANOTHER

LUI FUNG YEE v. LIU SIU FOON, the Administrator of the estate of CHAN KWOK HUNG, deceased AND ANOTHER

The court accepted the evidential case that the Deceased and Madam Lui had a shared intention that beneficial ownership of Ricco was 85% (Deceased) and 15% (Madam Lui), and held that despite the 2007 allotment being declared null and void under the old Companies Ordinance, equity permits the court to give effect to...

Source-derived case information.

Citation
[2023] HKCFI 1940
Parties
Plaintiff (hca 1856/2016): Ricco (International) Company Limited; Plaintiff (hca 1858/2016): Lui Fung Yee; 1st Defendant / Administratrix: Liu Siu Foon (Administratrix of the Estate of Chan Kwok Hung, Deceased); 2nd Defendant: Uni-Harvest International Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
1 August 2023
Case Number
HCA1858/2016
Procedural Posture
Civil: Company/share Dispute and Estate Counterclaim / Judgment at Trial (final Judgment)
Outcome
The plaintiffs' claims in HCA 1856/2016 and HCA 1858/2016 were dismissed; the 1st defendant's counterclaim was allowed in part with a declaration of beneficial ownership 85% to the estate and 15% to Madam Lui, an order to transfer 1,050,000 shares to the administratrix, an order to file and serve an affidavit and...
Legal Topics
Share Allotment, Beneficial Ownership, Constructive Trust, Financial Assistance (companies), Declaration of Beneficial Ownership, Accounting for Profits
Source Language
en
Company Law Equity and Trusts Probate/estate Law Civil Procedure Evidence Law Share Allotment Beneficial Ownership Constructive Trust +3 more

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Parties

Ricco (International) Company Limited

Plaintiff (hca 1856/2016)

Lui Fung Yee

Plaintiff (hca 1858/2016)

Liu Siu Foon (Administratrix of the Estate of Chan Kwok Hung, Deceased)

1st Defendant / Administratrix

Uni-Harvest International Limited

2nd Defendant

Procedural Posture

Civil: Company/share Dispute and Estate Counterclaim / Judgment at Trial (final Judgment)

Legal Issues

  1. 1 Whether the Deceased and Madam Lui agreed that beneficial ownership of Ricco was 85% (Deceased) and 15% (Madam Lui)
  2. 2 Effect of the 2007 allotment being declared void under s47A of the old Companies Ordinance on the parties' equitable entitlements
  3. 3 Whether a constructive trust arises and whether the court should order transfer of shares and an account of dividends/profits

Ratio Decidendi

The court accepted the evidential case that the Deceased and Madam Lui had a shared intention that beneficial ownership of Ricco was 85% (Deceased) and 15% (Madam Lui), and held that despite the 2007 allotment being declared null and void under the old Companies Ordinance, equity permits the court to give effect to that agreement by declaring the beneficial interests, ordering transfer of 1,050,000 shares to the estate and requiring Madam Lui to account for dividends and profits attributable to those shares.

Court Disposition

The plaintiffs' claims in HCA 1856/2016 and HCA 1858/2016 were dismissed; the 1st defendant's counterclaim was allowed in part with a declaration of beneficial ownership 85% to the estate and 15% to Madam Lui, an order to transfer 1,050,000 shares to the administratrix, an order to file and serve an affidavit and...

Orders

  • Ricco's claims in HCA 1856/2016 be dismissed
  • Madam Lui's claims in HCA 1858/2016 be dismissed