1 Apr 2016
CHENG WAI TAO AND OTHERS v. POON KA MAN JASON (Suing on behalf of himself and all other shareholders in Smart Wave Limited except the 1st Appellant) AND ANOTHER
- Citation
- CHENG WAI TAO AND OTHERS v. POON KA MAN JASON (Suing on behalf of himself and all other shareholders in Smart Wave Limited except the 1st Appellant) AND ANOTHER
- Court
- Court of Final Appeal
- Case number
- FACV17/2015
The Court held that while the scope of a director's fiduciary duties may be varied by unanimous, fully informed shareholder assent (Re Duomatic), the appellant failed to prove that all Smart Wave shareholders had consented to limit the company's interest to a single restaurant or to authorize Ricky to operate subsequent restaurants personally. Ownership or registration of service marks did not obviate fiduciary obligations. The Appellant did not establish the requisite unanimous assent or acquiescence by the minority shareholders; consequently Ricky was, on the material facts, in breach of hi…