Hong Kong Case Law: Decisions & Judgments

Topic

Validity of board resolutions

Legal area

Court

18 Aug 2022

竹林明堂有限公司對陳祺豐

Citation

[2022] HKCFI 2509
Court

Court of First Instance
Case number

HCA142/2016

The 02.08.15 EGM and the 02.08.15 board were validly constituted; the 16.08.15 board resolution terminating the defendant's employment was valid and effective from 17.08.15; the defendant knew of the valid board and could not rely on rival meetings convened by dissenting members lacking authority; the purported renewal/contract of 11.09.15 was invalid; accordingly the defendant ceased to be an employee from 17 Aug 2015; the defendant must return four specified items within 28 days; other claims by plaintiff and all counterclaims by defendant are dismissed; plaintiff entitled to costs.
18 Aug 2022

竹林明堂有限公司對陳祺豐

Citation

[2022] HKCFI 2509
Court

Court of First Instance
Case number

HCA2782/2015

The 02.08.15 EGM and the 16.08.15 board resolution were valid; the defendant was validly dismissed effective 17 August 2015 and had notice of that dismissal; the defendant knowingly relied on an unauthorised rival board and therefore could not rely on its purported resolutions; plaintiff proved entitlement to a declaration of termination and recovery of four items but failed to prove trespass, harassment or unpaid overtime; accordingly plaintiff's claim was partly allowed and defendant's counterclaims dismissed.
17 Oct 2008

CAPITAL UNION INC. v. CHINA RAILWAY INVESTMENTS GROUP (HONG KONG) LTD

Citation

CAPITAL UNION INC. v. CHINA RAILWAY INVESTMENTS GROUP (HONG KONG) LTD
Court

Court of First Instance
Case number

HCA2432/2007

Summary judgment was refused because the Defendant demonstrated sufficient prospects of success on substantial factual and legal issues (invalidity of authorising board resolutions given alleged single director and credible allegations of sham transactions) so that the dispute could not be resolved on the affidavit evidence; Defendant granted unconditional leave to defend and costs of the application ordered nisi to be in the cause.
6 Feb 2008

SEG INVESTMENT LTD v. SEG INTERNATIONAL SECURITIES (HK) LTD AND OTHERS

Citation

SEG INVESTMENT LTD v. SEG INTERNATIONAL SECURITIES (HK) LTD AND OTHERS
Court

Court of Appeal
Case number

CACV382/2005

The purported board resolution of 28 August 2003 was invalid because the written notice failed to give adequate notice that a Section 228A winding up would be considered and the statutory prerequisites of Section 228A were not satisfied (in particular no attempt to procure voluntary winding up and other winding up routes were reasonably practicable); the directors acted with improper motive to pre-empt an extraordinary general meeting; accordingly the appeal is dismissed and the declaration below that the resolution is null, void and invalid is upheld.
30 Mar 2006

EISEKI INTERNATIONAL CO., LTD v. TAO-TI INTERNATIONAL CO., LTD

Citation

EISEKI INTERNATIONAL CO., LTD v. TAO-TI INTERNATIONAL CO., LTD
Court

Court of First Instance
Case number

HCMP3825/2003

The court found as a fact that Eiseki lacked proper authority in September 2003 because Taiwanese court findings established invalidity of the competing board decisions; accordingly the actions commenced by Eiseki were without proper authority and must be discontinued/struck out, while the Rosa proceedings are stayed pending final resolution of parallel Taiwan litigation (Civil Suit No.989/2004).
30 Mar 2006

ROSA FOODS CO., LTD AND ANOTHER v. TAO-TI INTERNATIONAL CO., LTD AND ANOTHER

Citation

ROSA FOODS CO., LTD AND ANOTHER v. TAO-TI INTERNATIONAL CO., LTD AND ANOTHER
Court

Court of First Instance
Case number

HCA3656/2003

The court found as a fact that the board of Eiseki was under the control of the applicant camp in September 2003 and that the proceedings commenced by Eiseki lacked proper authority; accordingly Eiseki's actions must be discontinued/struck out. The Rosa proceedings were stayed because substantial related proceedings were pending in Taiwan and a stay was appropriate.
11 Mar 2004

FONG YOCK YEE v. HONG KONG CHUNG SHAN LUNG CHAN CLAN ASSOCIATION

Citation

FONG YOCK YEE v. HONG KONG CHUNG SHAN LUNG CHAN CLAN ASSOCIATION
Court

Court of First Instance
Case number

HCA2883/2003

The court granted leave to amend because the conversion cause of action arose before the counterclaim was filed and amendment was therefore permissible; the court found a serious issue to be tried on conversion, that damages would be inadequate and that the balance of convenience favoured the defendant, and accordingly granted a mandatory injunction ordering delivery of the chop and granted leave to amend the pleadings.
12 Feb 1998

XHCRX PETER H. YIP v. ASIAN ELECTRONICS LTD.

Citation

XHCRX PETER H. YIP v. ASIAN ELECTRONICS LTD.
Court

Court of First Instance
Case number

HCMP3773/1997

Plaintiff is not a 'person aggrieved' within s100(1) because he is not the person whose name ought to be entered or omitted from the register; there was no breach of the articles since waivers of pre-emption were in writing (collectively) and no entitled member complained; the board resolutions were valid by Article 88 and the irregularity principle; therefore the Originating Summons discloses no reasonable cause of action and must be struck out; costs awarded on an indemnity basis because the claim was pursued for an improper purpose analogous to Piccadilly Radio.