Hong Kong Case Law: Decisions & Judgments

Topic

Construction of articles of association

Legal area

Court

5 Oct 2023

CHINOVATION LEASING LTD v. ZHU LINSHAN AND OTHERS

Citation

[2023] HKCFI 2544
Court

Court of First Instance
Case number

HCA985/2021

The court found there are serious issues to be tried both as to whether the Transfer of CEIL was at an undervalue and whether the 16 June 2020 board resolutions and appointments complied with CEIL's Articles; the balance of convenience favoured preserving the status quo because of a real risk of dissipation and uncertain recoverability in damages; the plaintiff's delay and imperfect conduct did not render it unjust to grant interim relief; accordingly interlocutory injunctive relief was granted against Interstellar, LC and Sands with limited provisos and costs ordered to the plaintiff.
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

CACV192/2016

The Court dismissed the appeals. It upheld the judge's determination of the preliminary issues: the 70% attendance resolution was ultra vires and improperly imposed; the Termination Resolution removing 22 members was void for lack of proper basis under Article 9.2 and, on pleaded grounds, breached principles of natural justice and/or lacked jurisdiction; plaintiffs had standing to enforce their personal membership rights; issues of locus and cause of action not determined below could not be raised belatedly on appeal and in any event were without merit on the facts and law presented.
2 Dec 2015

LIU JINJING, THE ADMINISTRATRIX OF THE ESTATE OF LEUNG WING KEUNG, DECEASED AND ANOTHER v. WAI HING ENTERPRISES LTD

Citation

LIU JINJING, THE ADMINISTRATRIX OF THE ESTATE OF LEUNG WING KEUNG, DECEASED AND ANOTHER v. WAI HING ENTERPRISES LTD
Court

Court of First Instance
Case number

HCMP2915/2014

The administratrix's statutory title did not entitle her to mandatory registration because Articles 5(a), 6 and 12 of the Articles of Association created enforceable pre-emption rights preserved by s160 CO and the directors lawfully declined registration in good faith and in the interests of the company; the administratrix also failed to comply with the Article 6 transfer notice requirement specifying fair value; estoppel by convention and Clause 3(cc) did not invalidate the articles or oblige registration; therefore the application under s159 CO was not well-founded and is dismissed.
29 Aug 2014

W. M. CONSTRUCTION LTD AND OTHERS v. CHAN YIU TUNG AND OTHERS

Citation

W. M. CONSTRUCTION LTD AND OTHERS v. CHAN YIU TUNG AND OTHERS
Court

Court of First Instance
Case number

HCMP266/2014

The Articles create a two-tier membership scheme; Clause 6(b) confines full membership to bona fide general building contractors whose proprietors/managers are generally recognized as experienced, so registered specialist and minor works contractors do not qualify as full members; Chan Shum Kee was not validly admitted because it did not follow admission procedures and is a distinct entity from Tung Lee; Clause 60B confers a limited veto in respect of sale of premises tied to contribution and does not create a personal, general life council membership independent of membership status; Tung Le…
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.
22 Apr 2013

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

Citation

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

Court of First Instance
Case number

HCMP2420/2012

Article 25's pre-emption provisions apply to transfers by trustees to beneficiaries; such transfers are not excluded as 'involuntary' and are caught by the pre-emption mechanism; additionally failure to comply with article 20's attestation requirement is fatal to the transfer. Accordingly the transfer could be refused and the applicant's summons for rectification dismissed.
9 Jul 2012

TSAI SHAO CHUNG v. ASIA TELEVISION LTD AND OTHERS

Citation

TSAI SHAO CHUNG v. ASIA TELEVISION LTD AND OTHERS
Court

Court of Appeal
Case number

CACV185/2011

Article 159 must be construed to permit inspection by individual directors as well as by the board; construing it to permit board-only inspection would unjustifiably deprive individual directors of their established right and be contrary to public policy; there was no clear proof the plaintiff would misuse documents or cause detriment to the company, and the categories sought were reasonably likely to assist the director in performing his duties, so the inspection order should be affirmed without the proposed restrictive condition.
21 Mar 1985

TANG KAM YIP AND OTHERS v. YAU KUNG SCHOOL AND OTHERS

Citation

TANG KAM YIP AND OTHERS v. YAU KUNG SCHOOL AND OTHERS
Court

Court of First Instance
Case number

HCA1038/1984

The articles do not confer on the directors the power to increase or admit members; the word 'register' in Article 3 refers only to statutory registration with the Registrar and not admission of members, and the omission of the Table C wording indicates admission power resides with the company in general meeting; therefore directors lacked the power to increase membership and preliminary issue (1) is answered in the negative.