YICK HOK WING v. CHAN YOOK MING and Others

YICK HOK WING v. CHAN YOOK MING and Others

The court held the 31 January 1990 Declaration of Trust created an equitable and enforceable interest in 5,000 shares in favour of the Plaintiff; the 17 July 1995 meeting and resolutions were invalid because the unreasonably short notice was a deliberate pre-emptive act to exclude the Plaintiff and change control and bank mandate; the 18 July 1995 meeting was properly convened and its resolutions are binding; the Belgian Bank acted properly in relying on the signed minutes under s119 and is not liable.

Citation
YICK HOK WING v. CHAN YOOK MING and Others
Parties
Plaintiff: Yick Hok Wing; 1st Defendant: Chan Yook Ming; 2nd Defendant: Wong Yuk Ying (Elsa); 3rd Defendant: Fung Ping Kit (Steve); 4th Defendant: Fung Man Sang; 5th Defendant: Belgian Bank Limited; 6th Defendant: Au Trou Normand Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 December 1996
Case Number
HCA7200/1995
Procedural Posture
Company/shareholder Dispute (civil) / Trial Judgment
Outcome
Declarations made for Plaintiff against 1st Defendant as to trust and against resolutions of 17 July; claim against Belgian Bank dismissed; resolutions of 18 July upheld; consequential orders made
Legal Topics
Declaration of Trust, Validity of Directors' Meetings, Board Voting Control, Bank Mandate and Reliance on Minutes, Court Injunctions, Company Registry Entries
Source Language
EN
Company Law Trusts and Equity Banking Law Civil Procedure Injunctive Relief Declaration of Trust Validity of Directors' Meetings Board Voting Control +3 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 4 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Yick Hok Wing

Plaintiff

Chan Yook Ming

1st Defendant

Wong Yuk Ying (Elsa)

2nd Defendant

Fung Ping Kit (Steve)

3rd Defendant

Fung Man Sang

4th Defendant

Belgian Bank Limited

5th Defendant

Au Trou Normand Limited

6th Defendant

Procedural Posture

Company/shareholder Dispute (civil) / Trial Judgment

Legal Issues

  1. 1 Whether the 1st Defendant held 5,000 shares on trust for the Plaintiff
  2. 2 Whether the directors' meeting of 17 July 1995 was valid
  3. 3 Whether the resolutions passed at the meeting of 18 July 1995 were valid and binding

Ratio Decidendi

The court held the 31 January 1990 Declaration of Trust created an equitable and enforceable interest in 5,000 shares in favour of the Plaintiff; the 17 July 1995 meeting and resolutions were invalid because the unreasonably short notice was a deliberate pre-emptive act to exclude the Plaintiff and change control and bank mandate; the 18 July 1995 meeting was properly convened and its resolutions are binding; the Belgian Bank acted properly in relying on the signed minutes under s119 and is not liable.

Court Disposition

Declarations made for Plaintiff against 1st Defendant as to trust and against resolutions of 17 July; claim against Belgian Bank dismissed; resolutions of 18 July upheld; consequential orders made

Orders

  • Declaration: 1st Defendant holds 5,000 shares of Au Trou Normand Limited on trust for the Plaintiff.
  • Declaration: Resolutions and acts purportedly done pursuant to the Directors' Meeting of 17 July 1995 are null and void and of no legal effect.