Hong Kong Case Law: Decisions & Judgments

Topic

Board resolutions

Legal area

Court

11 Nov 2025

LAM KIT LAN CYNTHIA AND LAM CHI WAI ADRIAN appointed by Order dated 12th April 2021 to represent the estate of Lam Hon Keung Keith, since deceased v. ELEGANT FUND LTD AND OTHERS

Citation

[2025] HKCFI 5484
Court

Court of First Instance
Case number

HCA2427/2015

On the balance of the evidence the Court found the transfers and allotments were intended as inter vivos gifts, not trusts; the deceased’s untested statements and late assertions were insufficient to rebut contemporaneous documentary evidence and the deceased’s sworn position in divorce proceedings; claimant’s trust claims dismissed.
24 May 2024

YIP LAI FONG AND ANOTHER v. SIN TUNG HING AND OTHERS

Citation

[2024] HKCFI 1390
Court

Court of First Instance
Case number

HCA1282/2003

Appeal allowed and Master Kwong’s security order set aside because (1) defendants sought security after egregious and unexplained delays of many years which fatally undermined the equities of granting security, (2) defendants’ prior CMS statements that they accepted and would be bound by the SPC (PRC) judgment and would not pursue liability made an order for security unjust, and (3) it would be unfair to dismiss the action where plaintiffs had filed a timely appeal applying for a stay; accordingly the security and dismissal summonses were dismissed.
3 Aug 2022

LI JIAN CHAO v. TC ORIENT LIGHTING HOLDINGS LTD

Citation

[2022] HKCFI 2324
Court

Court of First Instance
Case number

HCA1228/2016

The court found the 1st-3rd purported resolutions invalid because the directors who stood to benefit were materially interested and therefore disqualified from voting under Article 103(1), no valid chairman determinations under Article 103(4) were proved, and the meetings were inquorate; alternatively those payments were not satisfactorily explained and Li breached fiduciary duties; the 4th purported resolution was invalid because notice was not given to all directors and, on the facts, the payments were in substance compensation for loss of office requiring approvals under Article 99 and the…
5 Dec 2014

HIGH FASHION NEW MEDIA CORPORATION LTD v. LEONG MA LI AND ANOTHER

Citation

HIGH FASHION NEW MEDIA CORPORATION LTD v. LEONG MA LI AND ANOTHER
Court

Court of First Instance
Case number

HCA1953/2014

There was a serious issue to be tried on the validity and binding effect of the 26 September 2014 Resolution and the balance of convenience favoured granting an interlocutory injunction to restrain Leong from operating or dealing with the Longford ICBC Capital Account except in accordance with that Resolution, subject to HFA's undertaking to pay legitimate business expenses on presentation of invoices or relevant documents.
10 Sept 2013

LEE CHICK CHOI v. SOCIETY OF WINE EDUCATORS - HONG KONG CHAPTER AND ANOTHER

Citation

LEE CHICK CHOI v. SOCIETY OF WINE EDUCATORS - HONG KONG CHAPTER AND ANOTHER
Court

Court of First Instance
Case number

HCMP1203/2013

The originating summons disclosed no reasonable cause of action and was frivolous, vexatious and an abuse of process, warranting strike-out; alternatively injunction would be refused because the 31 March meeting was valid, within the Ex-Co's powers, the plaintiff was no longer an Ex-Co member and the constitution provided an internal remedy (clause 18); costs awarded to defendants.
27 Nov 2012

CHENG LAI PING ANNIE v. CHUN YU LOGISTICS HOLDINGS LTD AND ANOTHER

Citation

CHENG LAI PING ANNIE v. CHUN YU LOGISTICS HOLDINGS LTD AND ANOTHER
Court

Court of First Instance
Case number

HCA1100/2012

Summary judgment refused and leave to defend granted because there exists a real triable issue whether the loan transaction was genuine and whether the director had authority; the Turquand rule could not be relied upon given the admitted lack of authority and the circumstances that might render the transaction not genuine.
24 Oct 2012

UCO BANK v. DAYS IMPEX LIMITED, LIBERIA AND ANOTHER

Citation

UCO BANK v. DAYS IMPEX LIMITED, LIBERIA AND ANOTHER
Court

Court of First Instance
Case number

HCA204/2012

The documents (board resolution, undertakings, duplicate letters with company chop and director's signature) together with prior 2005 guarantees established at least implied or ostensible authority of the director and a valid personal guarantee; the defendants had no real defence to the claim and summary judgment under Order 14 was warranted, so judgment for the plaintiff was entered.
14 Jun 2002

CATHY LAI, JOHN TSANG & CO. v. NG SHING YAM

Citation

CATHY LAI, JOHN TSANG & CO. v. NG SHING YAM
Court

Court of First Instance
Case number

HCCW483/1995

The purported board resolution did not bind the company because remuneration ought to have been fixed by the company in general meeting under Table A article 78 and the interested director did not comply with disclosure and voting restrictions; the minute was not produced from statutory books; there was insufficient evidence to support a quantum meruit. Accordingly the liquidators were directed to reject the respondent's claim and not to pay it out of company assets.
23 Jul 1991

LEE CHAI CHEONG AND ANOTHER v. THE PRUDENTIAL ENTERPRISE LTD.

Citation

LEE CHAI CHEONG AND ANOTHER v. THE PRUDENTIAL ENTERPRISE LTD.
Court

Court of First Instance
Case number

HCA3850/1990

The court held Article 135 authorises the directors to retain dividends payable on the deceased's shares until the entitled person becomes a member or transfers; the board had validly and unanimously exercised that power by resolutions (supported by witness statements and minutes); the 13 May 1989 letter did not amount to a clear and unequivocal waiver of the retention power but rather indicated the directors would not take action to send a cheque at that time; accordingly the plaintiffs' claim failed.