Hong Kong Case Law: Decisions & Judgments

Topic

Articles of association interpretation

Legal area

Court

21 Mar 2022

HO YU SHUN v. PROJECT SPACE LTD AND OTHERS

Citation

[2022] HKCFI 742
Court

Court of First Instance
Case number

HCMP1927/2020

Court found applicant failed to prove Article 38(e) operated to vacate Ho; the EGM of 29 January 2020 was procedurally defective and the irregularity principle could not validate removal; Article 38(g) was not engaged against Yau on the evidence; as a result both Ho and Yau remain directors and specified ND2A forms recording changes on the Companies Register were null and are to be removed.
20 Dec 2019

NGAN KWING SUN v. TOP WELL INDUSTRIAL LTD

Citation

[2019] HKCFI 3096
Court

Court of First Instance
Case number

HCMP420/2019

The court ordered registration because the companies' refusals were not validly exercised: Top Well had no properly constituted board to exercise the power to refuse; the asserted beneficial ownership in a related company does not justify refusal to register transfers in the separate company; the reasons given were insufficient and not shown to be bona fide, therefore the s152 applications were well-founded and registration ordered.
4 Jun 2019

YEUNG BING KWONG, KENNETH v. YEUNG PING LEUNG AND OTHERS

Citation

[2019] HKCFI 1465
Court

Court of First Instance
Case number

HCMP1455/2017

Article 41, read in its context and with business efficacy, authorises an inquorate Board to admit persons to the Board (ie appoint Voting Members as Board members to fill vacancies under Article 31) and not to admit Voting Members to the company generally under Article 7; accordingly the Originating Summons seeking directions to admit the plaintiff's son as a Voting Member or to compel Board action is dismissed.
13 Sept 2018

KWOK HIU KWAN v. JOHNNY CHEN AND OTHERS

Citation

[2018] HKCFI 2112
Court

Court of First Instance
Case number

HCMP41/2018

Article 74 of the company’s articles authorises the chairman to determine objections to voter qualification including excluding votes for the purposes of a meeting and states such decisions are final and conclusive; the court will enforce that finality except in exceptional circumstances, notably where the chairman’s decision was reached in bad faith (and potentially other extreme grounds), and foreign law expert testimony about the meaning of the articles is not admissible to displace the court’s construction of the articles.
31 Oct 2017

BRAVE VENTURE LTD v. XINHUA NEWS MEDIA HOLDINGS LTD AND OTHERS

Citation

BRAVE VENTURE LTD v. XINHUA NEWS MEDIA HOLDINGS LTD AND OTHERS
Court

Court of Appeal
Case number

CAMP42/2017

The court refused ex parte injunctive relief because the applicant failed to show irreversible prejudice, the 20 October meeting could be subject to challenge and potentially cured by the principle of irregularity, the matter involved shareholder decision-making which the court will not pre-empt, and the applicant's delay undermined entitlement to urgent ex parte relief; accordingly the application was dismissed.
19 Feb 2008

MUM KEM YING v. 柯智瀧及另一人

Citation

MUM KEM YING v. 柯智瀧及另一人
Court

Court of First Instance
Case number

HCMP484/2006

The court accepted the defendants' evidence and documentary support that the 15 July 2005 meeting validly elected the Committee members and that the plaintiff failed to prove on the balance of probabilities that elected candidates were disqualified by indebtedness under Article 9; consequently Notices 052 and 053 were valid and the 14 October 2005 meeting was quorate, so all declaratory reliefs were dismissed and costs ordered against the plaintiff.
29 Jul 1993

PEKING FUR STORE LTD. V. BANK OF COMMUNICATIONS

Citation

PEKING FUR STORE LTD. V. BANK OF COMMUNICATIONS
Court

Court of First Instance
Case number

HCMP2083/1993

Although the assignment was formally defective under Article 79, the board resolution expressly authorising the transaction and signature by one director validated the execution; the company seal was affixed, equitable title passed, the transaction was not procured by fraud or illegality, and the vendor thereby provided a good and marketable title with entitlement to further assurance, so the purchaser's requisition was satisfactorily answered.
25 Mar 1993

CHAN FU WA AND ANOTHER v. CHU BON MOK AND ANOTHER

Citation

CHAN FU WA AND ANOTHER v. CHU BON MOK AND ANOTHER
Court

Court of First Instance
Case number

HCMP280/1993

The court found the alleged rescission was not effective and the plaintiffs' title objections failed: the partnership presumption and documentary evidence established the chain of title, signature differences over nine years and solicitor identification did not invalidate instruments, and article 77 allowed the 1987 assignment to be validly executed; accordingly defendants established good title and the originating summons was dismissed with costs.