Hong Kong Case Law: Decisions & Judgments

Topic

Share transfer and registration

Legal area

Court

19 May 2023

POON KA MAN JASON v. CHENG WAI TAO AND OTHERS

Citation

[2023] HKCA 676
Court

Court of Appeal
Case number

CACV56/2023

The Court of Appeal allowed the appeals: it held that (1) Order 22 is expressed in terms of the named ‘plaintiff’ and does not extend to permit the company-defendant itself to accept a defendant’s sanctioned payment as if it were the plaintiff; but (2) the court possesses a distinct and unfettered jurisdiction under Order 22A to order payment out of monies paid into court to the party entitled — here the company — and it was appropriate in the circumstances to order payment of HK$40,000,000 to the company (or its solicitors) in full and final settlement; and (3) on the facts the Share Transfe…
19 May 2023

POON KA MAN JASON v. CHENG WAI TAO AND OTHERS

Citation

[2023] HKCA 676
Court

Court of Appeal
Case number

CAMP95/2022

The court held that on the judge’s findings the Share Transfers should not be excluded: the transfers were genuine, registration was effective and the transferees’ votes stood; the judge had not made necessary findings of improper purpose or that a reasonable director could not have believed registration served the company. Although Order 22 does not permit the company as defendant to be the accepting "plaintiff", the court has power under Order 22A to order payment out where the company, acting by an appropriate independent organ, has resolved to accept a sanctioned payment; accordingly the…
19 May 2023

POON KA MAN JASON v. CHENG WAI TAO AND OTHERS

Citation

[2023] HKCA 676
Court

Court of Appeal
Case number

CACV55/2023

The Court of Appeal allowed the appeals: it held that on the facts the Share Transfers were validly registered and the votes of Mak and Wong should not be excluded; Order 22 is framed for the named plaintiff and does not permit the company-defendant to be treated as the plaintiff for automatic acceptance of a sanctioned payment, but the court has jurisdiction under Order 22A to order payment out of the sanctioned payment to the company where justice and the circumstances so require; accordingly the court ordered the $40,000,000 standing in court to be paid out to the Company in full and final…
18 Mar 2022

POON KA MAN JASON v. SMART WAVE LTD AND OTHERS

Citation

[2022] HKCFI 773
Court

Court of First Instance
Case number

HCA304/2011

The sanctioned payment summons was dismissed because the Company could not be treated as the party entitled to accept the sanctioned payment under Order 22/22A when it remained under the control of the wrongdoer; the transfers from Ricky to Mak and Wong were invalid for the purpose of voting because Ricky, as sole director and controller, approved transfers while in conflict and failed to act in the Company's best interests; applications for leave to appeal were refused as having no reasonable prospects or other grounds in the interests of justice; no stay was granted and costs were awarded a…
12 Jul 2021

KE ZUNJU v. KE YONGHE

Citation

[2021] HKCFI 1955
Court

Court of First Instance
Case number

HCCT41/2019

The court found that the applicant had an existing final order directing transfer of 62.68% of the shares, the respondent had neglected to comply and was duly served with the summons and notice of the adjourned hearing, and it was expedient to proceed in his absence; accordingly the court authorized the senior partner of the applicant's solicitors to execute the transfer documents under s25A and awarded costs to the applicant.
15 May 2019

LI KIN KEUNG v. YAT FAT LTD AND ANOTHER

Citation

[2019] HKCFI 1226
Court

Court of First Instance
Case number

HCA341/2013

Judge accepted Li's evidence over Pu's: the Undertaking Letter and payment records supported Li's contract for Yat Fat and did not contain any concurrent obligation to transfer 50% of King Wong; handwriting experts and witness credibility showed the 2009 documents were not signed by Li so the exchange of the bearer share was ineffective and Li retained beneficial ownership of General-Lite; Pu's competing factual narratives lacked detail, documentary support and commercial logic; accordingly specific performance was ordered for the Yat Fat sale and Pu's counterclaim dismissed, with declaration…
10 Mar 2016

PILOT INTERNATIONAL INVESTMENT LTD v. INGREDIENTS PLUS HOLDINGS (PTE) LTD AND OTHERS

Citation

PILOT INTERNATIONAL INVESTMENT LTD v. INGREDIENTS PLUS HOLDINGS (PTE) LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP2454/2015

The strike-out application was dismissed because the plaintiff disclosed an arguable cause of action: an alleged preemptive right could give locus to seek rectification against the company despite legal title passing on registration, Nilon was not followed as not binding and distinguishable, and the objections to the AGM notice and notice period were not wholly unarguable for strike-out purposes.
9 Jan 2014

KING WONG DEVELOPMENT LTD v. YAT FAT LTD AND OTHERS

Citation

KING WONG DEVELOPMENT LTD v. YAT FAT LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP658/2013

Applicant established a prima facie entitlement: transfer documents were executed, conditions precedent performed, original documents were delivered to the company secretary, and consideration/consideration equivalents were received; respondent's competing assertions were inconsistent with contemporaneous written documents and not believable; no triable issues of fact requiring oral evidence were raised; court ordered rectification of the register and costs to applicant.
16 Jul 2012

ASPIAL INVESTMENT LTD AND ANOTHER v. MAYER CORPORATION DEVELOPMENT INTERNATIONAL LTD

Citation

ASPIAL INVESTMENT LTD AND ANOTHER v. MAYER CORPORATION DEVELOPMENT INTERNATIONAL LTD
Court

Court of First Instance
Case number

HCA238/2012

On the balance of probabilities the court found that Lai on behalf of Mayer BVI and Lam on behalf of Capital Wealth entered an oral agreement authorising Lam to sell Mayer BVI shares; the 19 June 2009 Custodian Agreement was effectively varied by a subsequent oral agreement on 24 June 2009 by which monies were released and Capital Wealth obtained the right and physical certificates to sell; AFIL's release did not, in those circumstances, breach trust in a manner that entitles Mayer BVI to recover the shares; accordingly Aspial and Bumper acquired title and are entitled to registration.
6 Jun 2008

WAN HOW WAN v. THE LUK HOI TONG CO LTD

Citation

WAN HOW WAN v. THE LUK HOI TONG CO LTD
Court

Court of Appeal
Case number

CACV418/2007

The defendant was entitled to withhold payment of dividends until the plaintiff became a registered shareholder because dividends are payable only to registered members and no court order or settlement created an obligation on the defendant to pay prior to registration; transfer requires a proper instrument from the personal representative and the appropriate remedy for transfer must be pursued separately; therefore the claim for an account of dividends was premature and the appeal fails.