U Wai Investment Co. Ltd. and Another v. Au Kok Tai and Others

U Wai Investment Co. Ltd. and Another v. Au Kok Tai and Others

The phrase "5% of the owners" in paragraph 1(2) of the Third Schedule means 5% of the total number of undivided shares (each undivided share counts as one owner; joint owners of a share count collectively as one); therefore the chairman correctly refused the applicants' requisition; instruments appointing proxies by corporate owners need not bear the common seal provided they are 'under the seal' (e.g., stamp impression with authorised signature); proxy instruments must be deposited at least 24 hours before the meeting and cannot be validated by post-meeting ratification under the Schedule; the 1 August meeting was properly convened (also by committee resolution) and the resolutions...

Citation
U Wai Investment Co. Ltd. and Another v. Au Kok Tai and Others
Parties
First Applicant: U Wai Investment Company Limited; Second Applicant: Kwai Fong Terrace Estate Management Company Limited; First Respondent: Au Kok Tai; Second Respondent: Ho Siu Ling; Third Respondent: Chan Kwok Cheung; Fourth Respondent: Chan Lap Tak; Fifth Respondent: Cheung Kam Hing; Sixth Respondent: Kam Yun Yin; Seventh Respondent: Kung Cheuk Yiu; Eighth Respondent: Siu Kam Hing; Ninth Respondent: Tam Kam Chun; Tenth Respondent: Wong Yee Ha; Eleventh Respondent: Yee Mei Fong; Twelfth Respondent: Kunwich International Limited; Thirteenth Respondent: Coexist Industrial Limited
Court
Lands Tribunal
Jurisdiction
Hong Kong
Judgment Date
21 October 1997
Case Number
LDBM80/1997
Procedural Posture
Building Management / Land Tribunal Application for Mandatory Injunction and Declarations / Judgment on Merits (handed Down 21 October 1997)
Outcome
All reliefs sought by the applicants refused; applicants' claims dismissed; nisi order for costs against the applicants to be made absolute in 14 days; liberty to apply
Legal Topics
Statutory Interpretation of Requisition Thresholds, Counting of Owners and Undivided Shares, Validity of Corporate Proxies and Sealing, Deposit Requirements for Proxy Instruments, Validity of Meetings Convened by Management Committee, Majority Threshold for Resolutions
Source Language
EN
Building Management Ordinance (cap.344) Property Law Company Law (corporate Seals and Proxies) Statutory Interpretation of Requisition Thresholds Counting of Owners and Undivided Shares Validity of Corporate Proxies and Sealing Deposit Requirements for Proxy Instruments Validity of Meetings Convened by Management Committee +1 more

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Parties

U Wai Investment Company Limited

First Applicant

Kwai Fong Terrace Estate Management Company Limited

Second Applicant

Au Kok Tai

First Respondent

Ho Siu Ling

Second Respondent

Chan Kwok Cheung

Third Respondent

Chan Lap Tak

Fourth Respondent

Cheung Kam Hing

Fifth Respondent

Kam Yun Yin

Sixth Respondent

Kung Cheuk Yiu

Seventh Respondent

Siu Kam Hing

Eighth Respondent

Tam Kam Chun

Ninth Respondent

Wong Yee Ha

Tenth Respondent

Yee Mei Fong

Eleventh Respondent

Kunwich International Limited

Twelfth Respondent

Coexist Industrial Limited

Thirteenth Respondent

Procedural Posture

Building Management / Land Tribunal Application for Mandatory Injunction and Declarations / Judgment on Merits (handed Down 21 October 1997)

Legal Issues

  1. 1 Whether "5% of the owners" in Third Schedule paragraph 1(2) means 5% of the total number of owners or owners holding in aggregate 5% of the shares
  2. 2 How to count owners for the threshold (treatment of joint owners and registered mortgagee in possession)
  3. 3 Whether instruments appointing proxies by bodies corporate must be under common seal

Ratio Decidendi

The phrase "5% of the owners" in paragraph 1(2) of the Third Schedule means 5% of the total number of undivided shares (each undivided share counts as one owner; joint owners of a share count collectively as one); therefore the chairman correctly refused the applicants' requisition; instruments appointing proxies by corporate owners need not bear the common seal provided they are 'under the seal' (e.g., stamp impression with authorised signature); proxy instruments must be deposited at least 24 hours before the meeting and cannot be validated by post-meeting ratification under the Schedule; the 1 August meeting was properly convened (also by committee resolution) and the resolutions...

Court Disposition

All reliefs sought by the applicants refused; applicants' claims dismissed; nisi order for costs against the applicants to be made absolute in 14 days; liberty to apply

Orders

  • Applicants' claims dismissed
  • Nisi order for costs against the applicants to be made absolute in 14 days