Lynne Rowlands v. The Registrar of Companies and Another

HCMP 1921/2016

[2018] HKCFI 1092

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1921 OF 2016

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J U D G M E N T

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1.This is an application for restoration of Marcel Network Ltd (“the Company”) which had been struck off the Companies Register on 17 April 2015.

2.The Company was incorporated on 28 December 2009 in Hong Kong and the 2^nd respondent was its only shareholder.

3.Service of Originating summons was effected on the 2^nd respondent by way of substituted service, ie by ordinary post on him out of jurisdiction and by advertisement in the Australian Times in accordance with the order of Master Chow dated 1 September 2017.  The 2^nd respondent was absent at the hearing.

4.In April 2014, the applicant was deceived by suspected fraudsters who told her to make several telegraphic transfers to the bank accounts of the Company in HSBC Hong Kong.  She accordingly transferred a total sum of GBP55,971 on 19 May, 3 July and 13 August 2014.

5.Shortly after the last telegraphic transfer, the applicant sent mails to the fraudsters but received Mail Delivery Service response saying that the emails could not be delivered.  She tried to phone the fraudsters but the number was disconnected and their websites had disappeared. 

6.She immediately requested HSBC to stop the payment.  HSBC froze the account of the Company. 

7.The matter was reported to the police in Hong Kong on 18 August 2015.

8.The applicant commenced proceedings in the District Court in Hong Kong (DCCJ 4900/2015) on 29 October 2015 for the sum of GBP 55,971 transferred pursuant to the fraud and without consideration.

9.The applicant is thus a creditor of the Company who has a bona fide claim against it for receiving her money as a result of the fraud. She should be allowed to pursue her claim against the Company: Re Active System Trading Ltd, HCMP 5173/2003, 25 May 2004, §12, Tang J (as he then was), affirmed by the Court of Appeal in Re Cretec Electronics (HK) Ltd, HCMP 2647/2014, 30 January 2015, §9.

10.It is just that the Company be restored to the Companies Register.  The Companies Registrar does not oppose the application except to helpfully propose some terms of order to assist the court.  Those terms were set out in a letter to the court dated 27 March 2018 and are agreeable to the applicant.

11.I make an order pursuant to section 767(3)(a) of the Companies Ordinance in accordance with the draft order submitted by the applicant.

Miss Vivian Yeung, instructed by David Ravenscroft & Co, for the applicant

Attendance of the 1^st respondent was excused

The 2^nd respondent was not represented and did not appear