ALL OVERSEAS LTD AND ANOTHER v. WYLIE INDUSTRIAL LTD AND OTHERS

ALL OVERSEAS LTD AND ANOTHER v. WYLIE INDUSTRIAL LTD AND OTHERS

Because the Court of Appeal had determined Lau was not and never had been a director and the sale was therefore void ab initio, Billion Top was entitled to declaratory relief that the sale was null and void and to orders restoring its title and possession; the bona fide purchaser defence did not apply to validate an invalid transfer and Lau was a proper party to be bound by the declaration.

Citation
ALL OVERSEAS LTD AND ANOTHER v. WYLIE INDUSTRIAL LTD AND OTHERS
Parties
1st Plaintiff: All Overseas Limited; 2nd Plaintiff: Billion Top Garment Limited; 1st Defendant: Wylie Industrial Limited; 2nd Defendant: Lau King Fai; 3rd Defendant: Fortune Winner Corporation Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
25 April 2008
Case Number
HCA405/2003
Procedural Posture
Order 14 Application in Civil Action Concerning Property and Company Interests / Appeal Against Master's Decision in Chambers to the Court of First Instance (judgment on Appeal)
Outcome
Appeal allowed in part; court ordered amended relief in favour of Billion Top and included the 2nd defendant within the scope of declaratory relief
Legal Topics
Void Sale (void Ab Initio), Bona Fide Purchaser Defence, Declaratory Relief, Possession/mesne Profits, Mortgage Priorities, Party Joinder/misjoinder
Source Language
EN
Civil Procedure Company Law Property Law Equity Void Sale (void Ab Initio) Bona Fide Purchaser Defence Declaratory Relief Possession/mesne Profits +2 more

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Parties

All Overseas Limited

1st Plaintiff

Billion Top Garment Limited

2nd Plaintiff

Wylie Industrial Limited

1st Defendant

Lau King Fai

2nd Defendant

Fortune Winner Corporation Limited

3rd Defendant

Procedural Posture

Order 14 Application in Civil Action Concerning Property and Company Interests / Appeal Against Master's Decision in Chambers to the Court of First Instance (judgment on Appeal)

Legal Issues

  1. 1 Whether the Master should have ordered that Lau King Fai be included in the declaratory orders
  2. 2 Whether the sale of the workshop was null and void and whether possession should be granted against Wylie Industrial Limited
  3. 3 Whether Wylie can rely on bona fide purchaser for value as a defence when the transfer was void ab initio

Ratio Decidendi

Because the Court of Appeal had determined Lau was not and never had been a director and the sale was therefore void ab initio, Billion Top was entitled to declaratory relief that the sale was null and void and to orders restoring its title and possession; the bona fide purchaser defence did not apply to validate an invalid transfer and Lau was a proper party to be bound by the declaration.

Court Disposition

Appeal allowed in part; court ordered amended relief in favour of Billion Top and included the 2nd defendant within the scope of declaratory relief

Orders

  • Declare the sale of the workshop null and void and that Wylie Industrial Limited never became the owner
  • Grant final judgment for possession against Wylie Industrial Limited and consequential orders to restore Billion Top Garment Limited as owner