LOH SAI in her personal capacity and in her capacity as the administratrix of the estate of Wang George, also known as George Wang, deceased v. CHAN LAI LAI

HCMP 1746/2017

[2018] HKCFI 355

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1746 OF 2017

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D E C I S I O N

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1.  The originating summons in this case was issued by the applicant seeking an order under Section 570 of the Company Ordinance to convene a general meeting of the company.

2.  Though the application was initially contested, the parties have now come to an agreement in respect of the calling of a general meeting, leaving outstanding the issue of costs. 

3.  The background to this case is that the plaintiff and defendant were respectively the wife and cohabitee of George Wang, the deceased.  Both the plaintiff and the deceased used to hold one share in the company.  In August 2016, pursuant to an order made by Harris J, the deceased’s share was transferred into the plaintiff’s name.  However, the defendant claims to be the owner of a share allotted to her in 2008. 

4.  There are various pieces of litigation taking place between the parties:

(a)   In 2015, the company which is the registered owner of a property, brought an action against the defendant, seeking vacant possession and an order for sale in order to satisfy a charging order it had obtained.  The defendant claims to have some interest in the property in that she lives there and has been living there for some years.  That matter is to be resolved in HCMP 1775/2015. 

(b)   The ownership of the one share in the company the defendant claims to own is the subject matter of a separate action, viz HCA 434/2017. 

Both of those matters are to be heard together at some stage. 

5.  Insofar as the originating summons in the present case is concerned, it is quite clear that the company was deadlocked in the sense that the defendant had refused to attend board meetings and AGMs that the applicant sought to convene.  It was only subsequently discovered that, in fact, the defendant ceased to be a director of the company since 2012. 

6.  Be that as it may, it is quite clear that the company could not function without meetings being held, and for that reason, it was necessary for the originating summons to be issued.  It is clear to me that the successful party in this case must be the applicant, and there is no reason why the losing party should not bear the costs incurred on a party and party basis. 

7.  I need to mention that the current agreement has come about because the defendant finally decided that she was prepared to agree to three of the four resolutions passed on 27 November 2014.  Those resolutions dealt with the appointment of auditors, the approval of audited financial statements, the election of certain individuals to the board and declaring that the defendant was not re-elected and would cease to act as director effective 27 November 2014. 

8.  Having agreed to those resolutions, the originating summons has now been rendered unnecessary but the agreement did not come about until January of this year.  Those matters do not constitute good reason to relieve the defendant from bearing the costs.