Hong Kong Case Law: Decisions & Judgments

Topic

Foss v. harbottle rule

Legal area

Court

10 Jun 1999

MAN MEI KWAI v. MAN PING NAM

Citation

MAN MEI KWAI v. MAN PING NAM
Court

Court of First Instance
Case number

HCA9852/1998

The Registrar erred in striking out paragraph 12 and the Counterclaim because (1) on the pleadings and available evidence it is not plain and obvious that lack of consent under s.15 defeats the Defendant's defence — the absence of District Officer consent makes the legal effect of the letting an arguable issue; and (2) because the Wui is an unincorporated association, the rule in Foss v. Harbottle does not automatically bar an individual member from pursuing a claim where proprietary rights may be affected or where the manager's actions may be ultra vires; accordingly both the defence paragra…
2 Dec 1988

JUDITH ANN GREENBERC AND ANOTHER v. RICHARD RUND

Citation

JUDITH ANN GREENBERC AND ANOTHER v. RICHARD RUND
Court

Court of First Instance
Case number

HCA6953/1988

Although the 1st plaintiff may have acted bona fide as a de facto managing director, the correct procedure where a minority shareholder seeks relief is to proceed in accordance with the rule in Foss v. Harbottle; the company could not properly be joined as a plaintiff absent authority, and therefore the 2nd plaintiff must be struck out.
14 Dec 1983

TAN POH LEAN v. HONG KONG COMMUNICATIONS EQUIPMENT CO LTD AND OTHERS

Citation

TAN POH LEAN v. HONG KONG COMMUNICATIONS EQUIPMENT CO LTD AND OTHERS
Court

Court of First Instance
Case number

HCA6630/1982

On the pleadings there were no allegations sufficient to establish that the Khoos were agents or fiduciaries of the Chans or of the Hong Kong Company; the duties alleged arose, if at all, only to the Singapore company and therefore any claim lies with that company under Foss v. Harbottle; accordingly the impugned parts of the Defence and Counterclaim disclosed no reasonable cause of action and were struck out (leave to amend granted in limited terms).
18 May 1976

KOWLOON STOCK EXCHANGE LTD AND OTHERS v. SO KAN NANE AND OTHERS

Citation

KOWLOON STOCK EXCHANGE LTD AND OTHERS v. SO KAN NANE AND OTHERS
Court

Court of Appeal
Case number

CACV54/1975

The Court of Appeal held the Statement of Claim disclosed a cause of action and there were genuine disputed material facts as to whether the purchase was intra vires or ultra vires which could not properly be resolved on affidavits in chambers; accordingly the appeal to strike out was dismissed and the matter must proceed to trial (with discovery and possible interrogatories).
11 Nov 1975

SO KWAN NANE AND OTHERS v. KOWLOON STOCK EXCHANGE LTD AND OTHERS

Citation

SO KWAN NANE AND OTHERS v. KOWLOON STOCK EXCHANGE LTD AND OTHERS
Court

Court of First Instance
Case number

HCA1018/1975

The court held that the statement of claim disclosed triable issues on whether the loan and the share purchase were ultra vires or authorised investments and whether the plaintiffs or the company were the proper plaintiffs, and therefore refused to strike out the claim except for limited deletions of claims properly vested in the Company; these matters require full trial to resolve.
17 Jun 1948

LUI YAM SHUEN AND OTHERS v. THE CHINESE CHAMBER OF COMMERCE

Citation

LUI YAM SHUEN AND OTHERS v. THE CHINESE CHAMBER OF COMMERCE
Court

Court of First Instance
Case number

HCA129/1948

The court refused to grant the declaration or interlocutory injunction because the plaintiffs failed to show sufficient grounds to interfere with the Chamber's internal management: Article 32 was not an absolute basis for injunctive relief in the circumstances, Article 6 was directory and did not establish mala fide refusal to consider applications, and where the Articles produced potential deadlock the company retains an inherent power to resolve it; accordingly the rule in Foss v. Harbottle and the lack of demonstrated damage barred relief by the minority.

Hong Kong Case Law

MAN MEI KWAI v. MAN PING NAM

JUDITH ANN GREENBERC AND ANOTHER v. RICHARD RUND

TAN POH LEAN v. HONG KONG COMMUNICATIONS EQUIPMENT CO LTD AND OTHERS

KOWLOON STOCK EXCHANGE LTD AND OTHERS v. SO KAN NANE AND OTHERS

SO KWAN NANE AND OTHERS v. KOWLOON STOCK EXCHANGE LTD AND OTHERS

LUI YAM SHUEN AND OTHERS v. THE CHINESE CHAMBER OF COMMERCE