LIU JINJING, THE ADMINISTRATRIX OF THE ESTATE OF LEUNG WING KEUNG, DECEASED AND ANOTHER v. WAI HING ENTERPRISES LTD

LIU JINJING, THE ADMINISTRATRIX OF THE ESTATE OF LEUNG WING KEUNG, DECEASED AND ANOTHER v. WAI HING ENTERPRISES LTD

The administratrix's statutory title did not entitle her to mandatory registration because Articles 5(a), 6 and 12 of the Articles of Association created enforceable pre-emption rights preserved by s160 CO and the directors lawfully declined registration in good faith and in the interests of the company; the administratrix also failed to comply with the Article 6 transfer notice requirement specifying fair value; estoppel by convention and Clause 3(cc) did not invalidate the articles or oblige registration; therefore the application under s159 CO was not well-founded and is dismissed.

Citation
LIU JINJING, THE ADMINISTRATRIX OF THE ESTATE OF LEUNG WING KEUNG, DECEASED AND ANOTHER v. WAI HING ENTERPRISES LTD
Parties
Plaintiff (1) Administratrix of the Estate of Leung Wing Keung (with Will Annexed); (2) Personal Capacity as Sole Beneficiary of Residuary Estate: Madam Liu Jinjing; Defendant (private Company Limited by Shares): The Company
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
2 December 2015
Case Number
HCMP2915/2014
Procedural Posture
Originating Summons Under Companies Ordinance Relating to Registration of Shareholder / Judgment at First Instance (court of First Instance)
Outcome
Originating summons dismissed; application under s159 Companies Ordinance not well-founded
Legal Topics
Share Registration, Pre Emption Rights, Directors Discretion, Administratrix Entitlement, Estoppel by Convention, Construction of Articles of Association, Table a Interpretation
Source Language
EN
Company Law Trusts and Estates Civil Procedure Share Registration Pre Emption Rights Directors Discretion Administratrix Entitlement Estoppel by Convention +2 more

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Parties

Madam Liu Jinjing

Plaintiff (1) Administratrix of the Estate of Leung Wing Keung (with Will Annexed); (2) Personal Capacity as Sole Beneficiary of Residuary Estate

The Company

Defendant (private Company Limited by Shares)

Procedural Posture

Originating Summons Under Companies Ordinance Relating to Registration of Shareholder / Judgment at First Instance (court of First Instance)

Legal Issues

  1. 1 Whether the administratrix is entitled as of right to be registered as member despite articles providing pre-emption and directors' discretion
  2. 2 Whether the beneficiary in her personal capacity is entitled to be registered as member
  3. 3 Whether Articles 5(a), 6 and 12 of the Articles of Association and Table A operate to permit refusal of registration

Ratio Decidendi

The administratrix's statutory title did not entitle her to mandatory registration because Articles 5(a), 6 and 12 of the Articles of Association created enforceable pre-emption rights preserved by s160 CO and the directors lawfully declined registration in good faith and in the interests of the company; the administratrix also failed to comply with the Article 6 transfer notice requirement specifying fair value; estoppel by convention and Clause 3(cc) did not invalidate the articles or oblige registration; therefore the application under s159 CO was not well-founded and is dismissed.

Court Disposition

Originating summons dismissed; application under s159 Companies Ordinance not well-founded

Orders

  • Dismissal of the originating summons.
  • Order nisi that costs of the originating summons and costs of and incidental to its amendment shall be borne by the plaintiffs.