WONG PUI YIN GEORGEANNA (as the administratrix of the estate of WONG CECILIA PUI LUEN, deceased) v. HIROSHI TECHNOLOGIES LTD

HCMP 800/2022, HCMP 801/2022 and HCMP 802/2022

(HEARD TOGETHER)

[2023] HKCFI 2893

HCMP 800/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 800 OF 2022

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IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 801 OF 2022

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IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 802 OF 2022

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(HEARD TOGETHER)

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D E C I S I O N

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1.  On 28 June 2023 I handed down my decision in respect of Lee Chi Wong’s (“Intervener’s”) applications to stay the Originating Summonses issued by Georgeanna Wong seeking registration as the shareholder of the three Companies subject to the Originating Summonses of which her deceased sister had been the registered shareholder and to convene general meetings of the three Companies to reconstitute the Board. I dismissed the applications to stay and made orders on the Originating Summonses.

2.  The Intervener in HCMP 800, 801 and 802 and the 2^nd Defendant in HCMP 801 and 802 seek leave to appeal the decision. It is not necessary to repeat the details of the applications as they are explained in my decision. The detailed procedural history of this matter is relevant. The Originating Summonses were all issued on 24 June 2022. The Intervener issued summonses to intervene on 7 July 2022. On 7 September 2022 orders were made by Ng J for the filing of evidence in respect of the applications to stay, the listing of the applications and for the Originating Summonses to be stayed pending the determination of the interlocutory summonses. The 2^nd Defendant in HCMP 801 and 802 informed my Clerk that it did not intend to participate in the Intervener’s applications and I granted leave for it to be excused. The 2^nd Defendant had also been excused from attendance at the hearing of the interlocutory summonses when they were first heard by Ng J on 7 September 2022.

3.  There being nothing in the 2^nd Defendant’s solicitor letters to the court to suggest otherwise, I assumed that the 2^nd Defendant took a neutral position in respect of the matter generally. When the Intervener’s applications came on for hearing I adjourned them in order to allow the Plaintiff and the Intervener to attempt to agree how the boards of the three Companies should be constituted pending the determination of a dispute over the beneficial ownership of the shares registered in the Plaintiff’s sister’s name and directing that if agreement was not possible I would dispose of the matter on paper. Unfortunately, the Parties could not reach an agreement. I took the view that as the Intervener’s evidence and submissions necessarily dealt with his opposition to the Originating Summonses there was no point in having a further hearing and also determined the Originating Summonses. I assumed given its previous stance that the 2^nd Defendant was neutral in respect of the Originating Summonses. However, the 2^nd Defendant now applies for leave to appeal on the grounds that it was prevented from opposing the Originating Summonses because, so far as I can glean from the papers (the 2^nd Defendant’s supporting affirmation of August Hui not being entirely consistent with counsel’s written argument) the 2^nd Defendant was not the company secretary for any of the three Companies and did not have any relevant papers. If this is correct the 2^nd Defendant will argue, I assume, that it should not have been made a party and no order should have been made against it. Although it would have been sensible for the 2^nd Defendant’s solicitors to have made it clear to the Court, particularly when it wrote to the court prior to the first hearing on 7 September 2022, that although it took a neutral stance in relation to the stay application it opposed the Originating Summonses, I accept that I proceeded on the mistaken assumption that the 2^nd Defendant was neutral as to the order to be made on the Originating Summonses in HCMP 801 and 802 (which I note did not involve a costs order being made against the 2^nd Defendant) and as a consequence an order was made on those two Originating Summonses without the 2^nd Defendant having the opportunity to oppose them. I will, therefore, give leave to the 2^nd Defendant to appeal the orders against it in HCMP 801 and 802, stay the orders against the 2^nd Defendant and order that the costs of the application are costs in the appeal.

4.  It does not follow that the orders made against the 1^st Defendant in the three proceedings were wrongly granted. The Intervener’s application for leave to appeal makes two broad parts. The first relates to my reasons for dismissing the stay application. These are simply an attempt to reargue the case and I see no merit in them. The second is similar to the 2^nd Defendant’s ground for seeking leave, namely, that the Intervener did not have the opportunity to oppose the Originating Summonses. I have already explained that I took the view that the Intervener had had the opportunity to advance evidence and submissions in opposition to the Originating Summonses, albeit the evidence and submissions were filed in respect of the applications for a stay, but there was nothing to suggest that the Intervener had any more to say either by way of evidence or argument if the stay application failed as the grounds for seeking a stay could be the only grounds for opposing the Originating Summonses. It seems to me that in the circumstances proceeding as I did was consistent with Order 1A, r1 and r2 of the Rules of the High Court (Cap 4A) as they enabled the proceedings to be determined expeditiously and cost effectively and did, as required by r2(2), ensure the just resolution of the dispute in accordance with the substantive rights of the parties. I, therefore, dismiss the Intervener’s application for stay and for leave to appeal and make a costs order nisi that the Intervener pays the Plaintiff’s costs, such costs to be taxed if not agreed.