Hong Kong Case Law: Decisions & Judgments

Topic

Interpretation of articles of association

Legal area

Court

10 Mar 2026

ORIENTAL TEXTILE PRODUCTS LTD v. ASIA TELEVISION HOLDINGS LTD AND OTHERS

Citation

[2026] HKCFI 1238
Court

Court of First Instance
Case number

HCMP1572/2025

Where directors incurred costs defending proceedings after they had been removed and thus were not acting in or pursuant to their offices, contractual or articles-based indemnities (Article 167(1) and Clause 15) do not cover those costs; absent findings of dishonesty or bad faith, taxation remains on the party-and-party basis; the court may decide contractual indemnity at the costs stage if parties have been given fair opportunity to address the issue.
7 Nov 2025

ORIENTAL TEXTILE PRODUCTS LTD v. ASIA TELEVISION HOLDINGS LTD AND OTHERS

Citation

[2025] HKCFI 5387
Court

Court of First Instance
Case number

HCMP1572/2025

The court held that "proceed to convene" in article 58 requires a board manifestation of intention effectively equivalent to a board resolution to issue a notice specifying date, time, venue and mode; the 17 July board meeting and 18 July announcement specifying only a date (without time and venue) did not satisfy article 58, therefore the Plaintiff was entitled to convene the 12 August 2025 EGM and the resolutions passed thereat were valid; additionally the adjournment of 27 August 2025 was invalid because it failed to specify the time/place/form as required by article 64, giving rise to con…
26 Sept 2025

DEFOND ELECTRICAL INDUSTRIES LTD v. REGISTRAR OF COMPANIES AND OTHERS

Citation

[2025] HKCFI 4465
Court

Court of First Instance
Case number

HCMP1056/2024

The 16.6.2023 Defond Board Resolution was valid because the minutes and circumstances established that the meeting was properly convened as an ad hoc meeting under article 115, article 168 cured any inadvertent omission of notice, and no director objected; the Defond Board had authority under its articles (including article 102(10)) and the power to interpret the articles (article 194) to make the appointment; the subsequent written member resolution of DEIL by its sole shareholder (Defond) and the 16.1.2024 member resolution removing Raymond were therefore effective under DEIL's articles; ac…
11 Aug 2023

CHAN KIN TAT (on behalf of himself and all other members of YAN CHAI VOLLEYBALL CLUB) AND OTHERS v. VOLLEYBALL ASSOCIATION OF HONG KONG, CHINA LTD AND OTHERS

Citation

[2023] HKCFI 2064
Court

Court of First Instance
Case number

HCMP960/2022

The Court held the Resolution was not in breach of the Memorandum or Articles: Article 3 and Article 5 vested admissions and criteria-setting powers in the Board and Articles 39 and 40 conferred broad management powers allowing the Board to receive complaints, re-examine and, where appropriate, reverse prior admission decisions; Paragraph 4(b)(iv) and Article 9 (expulsion) did not apply; the Memo did not modify Article 5 or trigger the special resolution requirement; natural justice arguments premised on those provisions therefore failed; accordingly the Originating Summons was dismissed.
17 Mar 2021

THE PUI YING MIDDLE SCHOOL OF HONG KONG v. THE HONG KONG COUNCIL OF THE CHURCH OF CHRIST IN CHINA

Citation

[2021] HKCFI 692
Court

Court of First Instance
Case number

HCA1991/2016

Court held none of the three alleged breaches by HK Council (vote on 11 March 2015, 8 May 2015 letter to EB, establishment of STPYC IMC) amounted to breach of Clause 8 when judged against best endeavours in context of genuine stakeholder disputes and statutory duties; court implied into the parties' bargain (i) that HK Council had effective appointment rights for its eight board representatives under the pre-2016 articles (2nd and 3rd implied terms); Company’s subsequent insistence on an AGM veto (AGM Requirement) breached those implied terms; that breach and the Company's ongoing insistence…
29 Aug 2017

YIFUNG DEVELOPMENTS LTD v. LIU CHI KEUNG RICKY AND OTHERS

Citation

YIFUNG DEVELOPMENTS LTD v. LIU CHI KEUNG RICKY AND OTHERS
Court

Court of Appeal
Case number

CACV118/2016

The Court held that the board resolution of 31 July 2015, which included the appointment of a Lender Director and his written irrevocable consent as expressed in the resolution, validly ratified the prior commencement of proceedings notwithstanding the absence of the Lender Director's prior written consent at the time of commencement; the Duomatic and ratification principles apply where the prescribed procedure for ratification is observed; alleged conflicts of interest were theoretical and did not invalidate the ratification; accordingly the appeal was dismissed.
28 Jul 2017

LAU MAN WAI JOSEPH AND OTHERS v. CHEUNG SUN LING SANNY, the Administratrix of the Estate of KWAN YAU HANG, deceased AND OTHERS

Citation

LAU MAN WAI JOSEPH AND OTHERS v. CHEUNG SUN LING SANNY, the Administratrix of the Estate of KWAN YAU HANG, deceased AND OTHERS
Court

Court of Appeal
Case number

CACV191/2016

The Court dismissed the appeals and affirmed the judge’s determination of the preliminary issues in favour of the Reformist plaintiffs: the Board acted ultra vires in imposing a 70% attendance requirement; the Termination Resolution expelling 22 members was void for lack of proper basis and/or jurisdiction under the articles and for breach of natural justice; expelled members had standing to challenge their expulsion in court; and appellate courts should not entertain issues (locus/cause) not raised and determined below unless plainly without merit — here those fresh arguments were without me…
25 Nov 2015

HO CHOR MING AND OTHERS v. HONG KONG CHIU CHOW PO HING BUDDHISM ASSOCIATION LTD

Citation

HO CHOR MING AND OTHERS v. HONG KONG CHIU CHOW PO HING BUDDHISM ASSOCIATION LTD
Court

Court of First Instance
Case number

HCMP506/2013

On the balance of probabilities the court found the 1st to 7th applicants had been validly admitted as members because credible evidence and permissible inferences established: proposals and secondings by long‑standing members, submission of written applications, payment of membership fees, inclusion in board appointments and certificates of appointment consistent with articles and qualification periods; the Receiver's blanket conclusion that no one was a member was rejected insofar as evidence proved membership; the 8th applicant failed to prove membership by evidence and inference and was t…
16 Apr 2014

LIAO ZHIQIANG AND OTHERS v. CHEUNG SIN LING, VICKKI AND OTHERS

Citation

LIAO ZHIQIANG AND OTHERS v. CHEUNG SIN LING, VICKKI AND OTHERS
Court

Court of First Instance
Case number

HCA1886/2013

Plaintiffs failed to show they were 'very likely to succeed' on the core issue of the alleged deferral agreement given contemporaneous documents and lack of credible evidence; defendants complied with the Companys Articles in issuing notices and following forfeiture procedure; plaintiffs committed material non-disclosure in obtaining ex parte relief; accordingly the interlocutory injunctions are discharged and the plaintiffs application dismissed.
18 Oct 2011

TSAI SHAO CHUNG v. ASIA TELEVISION LTD AND OTHERS

Citation

TSAI SHAO CHUNG v. ASIA TELEVISION LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP749/2011

The court held that each director has an individual common law and statutory right to inspect company documents relevant to performing his duties; articles purporting to limit that right to the board or to deny individual inspection are to be construed so as not to defeat the director's right (and would be void if they did); inspection was sought for a proper purpose and shareholders' agreements permitted onward disclosure to shareholders, so no restriction on disclosure was imposed; therefore inspection in the terms sought was ordered.