Hong Kong Case Law: Decisions & Judgments

Topic

Board deadlock

Legal area

Court

14 Jun 2013

CHAN CHING AND ANOTHER v. BEIJING RUI HE LTD

Citation

CHAN CHING AND ANOTHER v. BEIJING RUI HE LTD<br>
Court

Court of First Instance
Case number

HCMP1359/2012

The court appointed interim receivers limited to conduct of the CIETAC arbitration because the board was deadlocked and unable to respond to an urgent arbitral timetable, the company had an arguable defence that ought to be protected, and limited receiver appointment was a proportionate means to protect the company's interests absent a workable alternative litigation committee.
23 May 2012

BILLION EXPRESS INDUSTRIAL LTD v. TSANG HUNG KONG

Citation

BILLION EXPRESS INDUSTRIAL LTD v. TSANG HUNG KONG
Court

Court of First Instance
Case number

HCA2740/2008

The 3 August 2008 gathering was not a directors' meeting and, in any event, no valid resolution to adjourn the 4 August meeting was proved; deliberate withholding of notice to a director is not a mere irregularity and cannot be cured by the irregularity principle; consequently the 4 August meeting and subsequent resolutions installing Ming were validly challenged and the Defendant's summons to strike out for lack of authority to sue is dismissed as the Plaintiff retained authority to bring the Action.
24 Nov 2008

ACHIEVE GOAL HOLDINGS LTD v. ZHONG XIN ORE-MATERIAL HOLDING CO LTD

Citation

ACHIEVE GOAL HOLDINGS LTD v. ZHONG XIN ORE-MATERIAL HOLDING CO LTD
Court

Court of Appeal
Case number

CACV324/2008

The Court of Appeal allowed the appeal and appointed interim receivers and managers because the undertaking to instruct PRC lawyers was not an adequate alternative given real and material conflicts of interest and an entrenched deadlock affecting Zhong Xin's ability to defend and protect its interests in PRC litigation and CLB; interim receivers, aided by court directions, could properly protect the company's interests despite the deadlock.
4 Apr 2007

QU HONG v. LAM YIN AND ANOTHER

Citation

QU HONG v. LAM YIN AND ANOTHER
Court

Court of First Instance
Case number

HCMP322/2007

The court exercised its discretion to order an extraordinary general meeting to be convened (with one-member quorum and one-day notice) to consider authorising the 97% shareholder to represent the company in the PRC action, refused to adjudicate the substantive merits of the underlying disputes in this interlocutory application, allowed joinder of the company, and awarded costs to the applicant.
16 Nov 1998

MIRACLE CHANCE LTD. v. YUK WAH HO DAVID

Citation

MIRACLE CHANCE LTD. v. YUK WAH HO DAVID
Court

Court of First Instance
Case number

HCA5544/1998

The appeal is dismissed because the Articles vest management in the directors and there was no valid board or members resolution authorising the proceedings; members cannot override Articles; the Joint Venture Agreement required specific director approvals for claims over US$5 million; therefore the plaintiff was not duly authorised to bring the claim.

Hong Kong Case Law

CHAN CHING AND ANOTHER v. BEIJING RUI HE LTD

BILLION EXPRESS INDUSTRIAL LTD v. TSANG HUNG KONG

ACHIEVE GOAL HOLDINGS LTD v. ZHONG XIN ORE-MATERIAL HOLDING CO LTD

QU HONG v. LAM YIN AND ANOTHER

MIRACLE CHANCE LTD. v. YUK WAH HO DAVID