ASPIAL INVESTMENT LTD AND ANOTHER v. MAYER HOLDINGS LTD AND ANOTHER

ASPIAL INVESTMENT LTD AND ANOTHER v. MAYER HOLDINGS LTD AND ANOTHER

The Amended Summons was dismissed because Mayer HK had effectively accepted service (public announcement and acknowledgment), its challenge to service and jurisdiction was out of time under Order 12 r8(1), and Hong Kong courts have jurisdiction to order registration of transfers affecting the branch register in Hong Kong; accordingly the court would cure any technical defect in service and decline Mayer HK's strike out application and awarded costs to plaintiffs on an indemnity basis.

Citation
ASPIAL INVESTMENT LTD AND ANOTHER v. MAYER HOLDINGS LTD AND ANOTHER
Parties
1st Plaintiff: Aspial Investment Ltd; 2nd Plaintiff: Bumper East Limited; 1st Defendant: Mayer Holdings Limited; 2nd Defendant: Computershare Hong Kong Investor Services Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
12 September 2014
Case Number
HCMP2906/2013
Procedural Posture
Miscellaneous Proceedings (share Registration/originating Summons) / Interlocutory Hearing on Amended Summons to Strike Out and Jurisdiction; Decision Delivered
Outcome
Amended Summons dismissed
Legal Topics
Share Registration, Service of Process, Jurisdictional Challenge, Rectification of Register, Part XI Companies, Listing Rules Compliance, Costs (indemnity)
Source Language
EN
Company Law Civil Procedure Securities/listing Regulation Share Registration Service of Process Jurisdictional Challenge Rectification of Register Part XI Companies +2 more

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Parties

Aspial Investment Ltd

1st Plaintiff

Bumper East Limited

2nd Plaintiff

Mayer Holdings Limited

1st Defendant

Computershare Hong Kong Investor Services Limited

2nd Defendant

Procedural Posture

Miscellaneous Proceedings (share Registration/originating Summons) / Interlocutory Hearing on Amended Summons to Strike Out and Jurisdiction; Decision Delivered

Legal Issues

  1. 1 Whether the originating summons was validly served in compliance with section 338 Companies Ordinance
  2. 2 Whether the Hong Kong court has jurisdiction to order registration/rectification of a branch share register of a Part XI company and whether section 100 CO excludes such jurisdiction
  3. 3 Whether Mayer HK's challenge was time-barred under Order 12 rule 8(1) RHC and related rules

Ratio Decidendi

The Amended Summons was dismissed because Mayer HK had effectively accepted service (public announcement and acknowledgment), its challenge to service and jurisdiction was out of time under Order 12 r8(1), and Hong Kong courts have jurisdiction to order registration of transfers affecting the branch register in Hong Kong; accordingly the court would cure any technical defect in service and decline Mayer HK's strike out application and awarded costs to plaintiffs on an indemnity basis.

Court Disposition

Amended Summons dismissed

Orders

  • Amended Summons dismissed
  • Costs of and occasioned by the Amended Summons awarded to Aspial Investment Ltd and Bumper East Limited against Mayer Holdings Limited on an indemnity basis to be taxed if not agreed