KOO MING KOWN v. PUI CHING EDUCATIONAL FOUNDATION LTD. AND OTHERS

HCMP 4466/2002

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 4466 OF 2002

____________

____________

_____________

D E C I S I O N

_____________

1. I have before me an originating summons issued by the plaintiff pursuant to s. 98 of the Companies Ordinance, Cap. 32, seeking an order that the 1st defendant, which is a company limited by guarantee, do allow the plaintiff immediate inspection of the Register of Members, and the Index of the Names of Members of the 1st defendant and to make copies therefrom. Further or in the alternative, an order is sought against the 2nd to 9th defendants, who I understand are members of the committee of the 1st defendant, to cause or procure the 1st defendant to allow the plaintiff inspection of the Register and the Index and to make copies therefrom.

2. Mr Lam, who appears on behalf of all the defendants save for the 3rd defendant, submitted that I should not make an order under s. 98, because there was no proper request to the company to inspect the Register and the Index.

3. According to the evidence filed by the defendants, the clerk sent by the plaintiff's solicitors merely spoke to a receptionist in a business centre which was the registered office of the company and did not speak to any person responsible for the company. It is alleged that the clerk had refused to identify himself and on each of the two occasions when a clerk of the plaintiff's solicitors visited the registered office, he did not specifically say he wanted to inspect the Register and the Index. Further, as a member of the public, he is only entitled to inspect on payment of a prescribed fee, which under the Ordinance is $1.00. No fee was paid for the inspection requested.

4. These allegations are disputed in the evidence filed by the plaintiff.

5. It is unnecessary for me to resolve this dispute of facts, because it is clear from a letter dated 28 October 2002 from the plaintiff's solicitors to the 1st defendant that the plaintiff has specifically requested to inspect the Register of Members. As the request was not complied with, the originating summons was issued on 31 October 2002. I do not think the plaintiff had acted precipitously in issuing proceedings.

6. Further, it would appear from a letter dated 1 November 2002 written by the defendants' solicitors to the plaintiff's solicitors that they would only agree to allow inspection on condition that the representative sent by the plaintiff must disclose his identity before the request for inspection would be entertained. This the company is not entitled to do.

7. In the circumstances, I make an order that the 1st defendant do forthwith allow the plaintiff inspection of the Register of Members and the Index of the Names of Members on payment of the prescribed fee and to make copies therefrom.

8. Costs of these proceedings should follow the event. I order that the plaintiff's costs of these proceedings should be borne by the defendants, to be taxed if not agreed.