ZENG GUI MIN v. TSAI TIM YUEN AND OTHERS

ZENG GUI MIN v. TSAI TIM YUEN AND OTHERS

Striking out application dismissed because, given the factual dispute over whether the original shares were held on trust for Access Tree and the interrelated issues affecting validity of the allotment, the 1st and 2nd Respondents are necessary parties under Order 15 rule 6(2) RHC; proposed amendments to plead a contractual/damage claim were refused for lack of particularity and failure to plead consideration, and therefore leave to amend was denied.

Citation
ZENG GUI MIN v. TSAI TIM YUEN AND OTHERS
Parties
Applicant: ZENG GUI MIN; 1st Respondent: TSAI TIM YUEN; 2nd Respondent: CHOI PIK LAN; 3rd Respondent (joint and Several Liquidators of Access Tree Industrial Limited): EDWARD SIMON MIDDLETON and JACKY CHUNG WING MUK
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
11 December 2013
Case Number
HCMP964/2013
Procedural Posture
Originating Summons Under Companies Ordinance Concerning Share Ownership and Rectification of Register / Interlocutory — Striking Out Application and Application to Amend Pleadings
Outcome
Application by 1st and 2nd Respondents to strike out dismissed; application for proposed amendments refused.
Legal Topics
Share Allotment, Declaration of Ownership, Rectification of Register of Members, Fiduciary Duty, Striking Out for No Cause of Action, Joinder/addition of Parties (order 15 Rule 6(2)), Pleading Particulars and Consideration, Damages for Failure of Consideration
Source Language
EN
Company Law Trusts Civil Procedure Share Allotment Declaration of Ownership Rectification of Register of Members Fiduciary Duty Striking Out for No Cause of Action +3 more

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Parties

ZENG GUI MIN

Applicant

TSAI TIM YUEN

1st Respondent

CHOI PIK LAN

2nd Respondent

EDWARD SIMON MIDDLETON and JACKY CHUNG WING MUK

3rd Respondent (joint and Several Liquidators of Access Tree Industrial Limited)

Procedural Posture

Originating Summons Under Companies Ordinance Concerning Share Ownership and Rectification of Register / Interlocutory — Striking Out Application and Application to Amend Pleadings

Legal Issues

  1. 1 Whether the Originating Summons discloses a reasonable cause of action against the 1st and 2nd Respondents
  2. 2 Whether the 1st and 2nd Respondents are necessary parties under Order 15 rule 6(2) RHC and therefore cannot be struck out
  3. 3 Whether the Applicant should be permitted to amend to add a contractual/damage claim against the 1st and 2nd Respondents

Ratio Decidendi

Striking out application dismissed because, given the factual dispute over whether the original shares were held on trust for Access Tree and the interrelated issues affecting validity of the allotment, the 1st and 2nd Respondents are necessary parties under Order 15 rule 6(2) RHC; proposed amendments to plead a contractual/damage claim were refused for lack of particularity and failure to plead consideration, and therefore leave to amend was denied.

Court Disposition

Application by 1st and 2nd Respondents to strike out dismissed; application for proposed amendments refused.

Orders

  • Costs of the application and of the hearing (1.5 hours in the morning) to be paid by the 1st and 2nd Respondents to the Applicant to be taxed and paid forthwith if not agreed
  • All costs thrown away by the proposed amendments and of the hearing (0.5 hour in the afternoon) to be paid by the Applicant to the 1st and 2nd Respondents to be taxed and paid forthwith if not agreed