XCHRX CHUNG KA LEUNG v. SECRETARY FOR JUSTICE

HCMP 4129/99

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS

NO. 4129 OF 1999

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J U D G M E N T

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1. This is an application for an Order that the legal title to all those 33 equal undivided 1,500,000th parts or shares of and in, all that piece or parcel of ground at Sha Tin and registered in Sha Tin New Territories Land Registry at Sha Tin Town Lot No. 1 and all those 33 equal undivided 135,900th parts or shares of and in the buildings and structures, now erected on the site known and registered in the Sha Tin New Territories Land Registry as Section M of Sha Tin Town Lot No. 1, forming part of the estate known as City One Shatin together with the right to the exclusive use and occupation and enjoyment of Flat E on 16th Floor, Block 47 of the Estate, No. 4 Tak Po Street, Shatin, New Territories be vested in the Plaintiff.

2. The evidence shows that although there was no principal or sub-sale agreement, by Assignment No. 482879, two persons by the name of Ng as vendors assigned to one Tam as purchaser, the premises in question with a company known as Oversea World Investment Limited as the Confirmor.

3. The execution on the part of the Confirmor company was, however, not in accordance with the provisions of its Articles of Association. Article 20 of the Articles of Association provided that

"every document required to be sealed with the seal of the company shall be deemed to be properly executed if sealed with the seal of the company and signed by the Chairman of the Board of Directors singly or by any two directors jointly."

4. In the assignment in question, the assignment was signed purportedly on behalf of the company by only one person but that person was not the Chairman of the Board of Directors.

5. Applying the judgment of Keith J. (as he then was) in Qualihold Investments Limited v. Bylax Investments Limited MP No. 1382 of 1991, the solicitors for the present holder of the property has asked for a vesting order to the effect that the Confirmor company has no further beneficial interest in the property in question.

6. The Confirmor company was dissolved on 29th November 1996 and was struck off the Register of Companies. Therefore, any property it owns including the possible beneficial interest in these premises may be bona vacantia.

7. Accordingly, the Secretary for Justice has been made a Defendant to the present proceedings. Miss Lee, on behalf of the Secretary for Justice, has confirmed that the Government does not make any claim in relation to any interest in the property and therefore, having considered the above evidence, I hold that a vesting order in the terms set out in paragraph 1 of the Amended Originating Summons be made.

Paragraph 1 of the Amended Originating Summons has been amended to include reference to the beneficial interest in the property in question. I would also give an order as agreed that the costs of the Secretary for Justice be paid by the Plaintiff on a party and party basis.