Hong Kong Case Law: Decisions & Judgments

Topic

Registration of transfers

Legal area

Court

28 Jan 2014

KWONG SIU KUEN v. JORIS (INTERNATIONAL) LTD AND OTHERS

Citation

KWONG SIU KUEN v. JORIS (INTERNATIONAL) LTD AND OTHERS
Court

Court of Appeal
Case number

CACV99/2013

On these facts Yu effected a transfer of legal title by executing and lodging the transfer to the administratrix, and because the company does not recognise equitable claims (Article 10) that transaction fell within the scope of Article 25(1) so the pre-emption regime (including the transfer notice requirements) was engaged; the transfer instrument also failed attestation required by Article 20 and company was entitled to refuse registration; appeal dismissed.
9 Dec 2009

HERO RICH INTERNATIONAL LTD v. BENEFUN INTERNATIONAL HOLDINGS LTD AND OTHERS

Citation

HERO RICH INTERNATIONAL LTD v. BENEFUN INTERNATIONAL HOLDINGS LTD AND OTHERS
Court

Court of First Instance
Case number

HCA1433/2009

Articles 39 and 40 must be read together; the board had no entitlement to rely on article 40 to withhold registration of fully paid shares in the circumstances; article 41(a) was not validly exercised prior to litigation and cannot be relied upon belatedly; Blackpool's unacted-upon allegations were insufficient to justify withholding; allegations of agency and secret commission lacked credibility and did not establish an equitable lien; therefore the 1st defendant was ordered to register the transfer and interlocutory judgment was granted for damages and costs.
16 Dec 2005

NORTHEAST ELECTRIC INVESTMENT LTD AND OTHERS v. FAN YING CHAO AND OTHERS

Citation

NORTHEAST ELECTRIC INVESTMENT LTD AND OTHERS v. FAN YING CHAO AND OTHERS
Court

Court of First Instance
Case number

HCA607/2005

Summary judgment was refused because material triable issues exist as to the true nature of the 24 July agreement (sale v legal mortgage v equitable charge), the existence and terms of the alleged oral agreement (including its parties), discrepancies between pleaded case and evidence, and because the underlying debt appears discharged giving defendants a prima facie right to redeem; therefore the matter must proceed to trial.
16 Sept 1991

LEE CHEE (OR TSE) NGOR, MORETA v. THE PRUDENTIAL ENTERPRISE LTD

Citation

LEE CHEE (OR TSE) NGOR, MORETA v. THE PRUDENTIAL ENTERPRISE LTD
Court

Court of First Instance
Case number

HCMP187/1991

Transfer from the personal representative to the plaintiff did not fall within Article 36(g)'s exception; it was captured by Article 36(f) and subject to the pre-emption right, and the court was not satisfied the s.69(1B) application was well founded, so registration could not be ordered.
28 Feb 1983

CHAINTOWER CO LTD AND OTHERS v. SNOWBRIGHT CO LTD AND OTHERS

Citation

CHAINTOWER CO LTD AND OTHERS v. SNOWBRIGHT CO LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP11877/1983

The court held that no term could be implied to restrict Gwynedd's express contractual right to transfer shares to Carrian Holdings; an implied term that contradicted the explicit provisions (Clause 10 and Article 33) was impermissible, and on the facts no lawful implication arose — accordingly the interim injunction was unjustified and was discharged and the plaintiffs' claim dismissed.
28 Feb 1983

CHAINTOWER CO LTD AND OTHERS v. SNOWBRIGHT CO LTD AND OTHERS

Citation

CHAINTOWER CO LTD AND OTHERS v. SNOWBRIGHT CO LTD AND OTHERS
Court

Court of First Instance
Case number

HCA11877/1983

Because Clause 10 of the Miramar Joint Venture Agreement and Article 33 of Armatys' articles expressly permitted Gwynedd to transfer shares to Carrian Holdings without other shareholders' consent, the court refused to imply a term prohibiting transfer to an insolvent transferee; an implied term cannot contradict an express contractual right and the agreement was too detailed and commercial to justify such an implication. The plaintiffs' injunction was unjustified and their claim dismissed.

Hong Kong Case Law

KWONG SIU KUEN v. JORIS (INTERNATIONAL) LTD AND OTHERS

HERO RICH INTERNATIONAL LTD v. BENEFUN INTERNATIONAL HOLDINGS LTD AND OTHERS

NORTHEAST ELECTRIC INVESTMENT LTD AND OTHERS v. FAN YING CHAO AND OTHERS

LEE CHEE (OR TSE) NGOR, MORETA v. THE PRUDENTIAL ENTERPRISE LTD

CHAINTOWER CO LTD AND OTHERS v. SNOWBRIGHT CO LTD AND OTHERS

CHAINTOWER CO LTD AND OTHERS v. SNOWBRIGHT CO LTD AND OTHERS