NGAI CHUN NGOR IRENE AND OTHERS v. LING FAT CO LTD AND OTHERS

NGAI CHUN NGOR IRENE AND OTHERS v. LING FAT CO LTD AND OTHERS

Leave to amend the summons was granted and the injunction and undertakings were varied to permit the 6th defendant in his capacity as administrator to take steps to have the Shares registered in his name because (1) the letters of administration constituted a material change of circumstances; (2) the personal representative is entitled by operation of law to estate assets and to seek registration under s158; (3) the Consent Order expressly reserved liberty to apply; (4) the Shares are not the subject matter of the underlying causes of action and no sufficient risk of dissipation was shown given the available undertakings and board control; and (5) an undertaking from the administrator was...

Citation
[2022] HKCFI 1557
Parties
1st Plaintiff: NGAI CHUN NGOR IRENE; 2nd Plaintiff: NGAI CHUN KWAN; 3rd Plaintiff: NGAI CHUN FAI KENNETH; 1st Defendant: LING FAT COMPANY LIMITED; 2nd Defendant: EVERMORE CORPORATION LIMITED; 3rd Defendant: VICKY COMPANY LIMITED; 4th Defendant: GOSIN (HONG KONG) LIMITED; 5th Defendant: LANDFAR INVESTMENT COMPANY LIMITED; 6th Defendant: NGAI CHUN NAM; 7th Defendant: NGAI SAMUEL WAI LEUNG; 8th Defendant: KWOK HO YEE; 9th Defendant: NGAI LAM SHING
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
26 May 2022
Case Number
HCA161/2020
Procedural Posture
Civil Action (company/trusts/probate) / Interlocutory Application (variation of Injunction/decision)
Outcome
Application allowed in part: leave to amend granted; variation of injunction and partial release of undertakings to permit registration of the Shares in the 6th defendant's name as administrator; undertakings accepted; costs order nisi made
Legal Topics
Variation of Injunction, Letters of Administration, Transmission of Shares (s158), Declarations of Trust, Abuse of Process (chanel Principle), Conflict of Interest of Personal Representative, Mental Capacity Proceedings
Source Language
EN
Company Law Trusts and Estates Probate and Administration Equity Injunctive Relief Variation of Injunction Letters of Administration Transmission of Shares (s158) +4 more

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Parties

NGAI CHUN NGOR IRENE

1st Plaintiff

NGAI CHUN KWAN

2nd Plaintiff

NGAI CHUN FAI KENNETH

3rd Plaintiff

LING FAT COMPANY LIMITED

1st Defendant

EVERMORE CORPORATION LIMITED

2nd Defendant

VICKY COMPANY LIMITED

3rd Defendant

GOSIN (HONG KONG) LIMITED

4th Defendant

LANDFAR INVESTMENT COMPANY LIMITED

5th Defendant

NGAI CHUN NAM

6th Defendant

NGAI SAMUEL WAI LEUNG

7th Defendant

KWOK HO YEE

8th Defendant

NGAI LAM SHING

9th Defendant

Procedural Posture

Civil Action (company/trusts/probate) / Interlocutory Application (variation of Injunction/decision)

Legal Issues

  1. 1 Whether the injunction and undertakings should be varied to permit registration of shares in the administrator's name
  2. 2 Whether the consent order and undertakings preclude the administrator from applying to vary the injunction (abuse of process/Chanel principle)
  3. 3 Whether the personal representative is entitled as of right to registration of shares transmitted on death (Companies Ordinance ss153,158)

Ratio Decidendi

Leave to amend the summons was granted and the injunction and undertakings were varied to permit the 6th defendant in his capacity as administrator to take steps to have the Shares registered in his name because (1) the letters of administration constituted a material change of circumstances; (2) the personal representative is entitled by operation of law to estate assets and to seek registration under s158; (3) the Consent Order expressly reserved liberty to apply; (4) the Shares are not the subject matter of the underlying causes of action and no sufficient risk of dissipation was shown given the available undertakings and board control; and (5) an undertaking from the administrator was...

Court Disposition

Application allowed in part: leave to amend granted; variation of injunction and partial release of undertakings to permit registration of the Shares in the 6th defendant's name as administrator; undertakings accepted; costs order nisi made

Orders

  • Leave granted to amend the summons to show application by D6 qua administrator of the Estate
  • Injunction varied and relevant undertakings partially released to permit D6 qua administrator to take steps to have the Shares registered in his name (order in terms of §§1-2 of the summons)