LUK KA JEEP KENNETH v. HK PAWS GUARDIAN LTD

HCMP 904/2021

[2021] HKCFI 2479

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 904 OF 2021

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D E C I S I O N

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1.  I have before me an ex parte originating summons issued by a director and shareholder of HK Paws Guardian Limited (“Company”)  seeking leave to intervene in District Court Civil Action proceedings on behalf of the Company pursuant to section 732 of the Companies Ordinance, Cap 622. The application has been made on an ex parte basis on the grounds that the matter needs to be resolved urgently in order that the Applicant can intervene in the District Court proceedings before a default judgment is entered against the Company.

2.  The reason the application is necessary is because the Applicant is not able to procure the Company to defend the proceedings and it would appear that there is no director who is interested in doing so.  In fact the position in respect of the constitution of the board of the Company is currently unclear because of unresolved disputes between the shareholders.

3.  What seems tolerably clear is that of the four people who the Applicant believes may be directors, two currently are taking the position that they are not in fact officers of the Company and they have no wish to involve themselves in the District Court proceedings.  They are Lau Wu Tsz Amy and Lau Yuen Hung whose solicitors have written to the Applicant’s lawyers informing them of this.

4.  There is another person who the Applicant believes is a director, Chan Ka Ying, who currently is neutral in relation to the dispute concerning control of ownership of the Company and the present application.  The fourth person who the Applicant believes may be a director, Lai Choi Nga, is understood to be living in the United Kingdom and has proved uncontactable.

5.  It seems to me, that the most efficacious way of proceeding in the circumstances is to grant an ex parte order granting the Applicant leave to intervene in the District Court proceedings but including a paragraph that allows any person who believes themselves to be a shareholder or director of the Company to apply to court to have the order amended or set aside and I will so order.

6.  As I explained to Mr Yan, it seems to me that the procedure that has been adopted was not in fact the appropriate one.  It would be better to issue an inter parte summons and then made an application on an ex parte basis.