Lui Fung He Sues in Her Capacity As the Administratrix of the Estate of the Deceased Under the Letters of Administration Ad Colligenda Bona Dated 15th October 2008 v. Chartersince Surveyors (Hong Kong Commercial) Ltd
Read the full judgment text of HCMP 2001/2009 on BabelCite. This High Court CFI judgment was delivered on 26 June 2018.
1. Ms Ng Wai Jing, deceased (“the Deceased”) was the registered shareholder of, inter alia , 10 Hong Kong companies (“the Companies”) in a group known as the Chartersince Group, holding half of the issued shares of those companies. The other registered shareholder of the Companies is one Ms Lo Li Li Lily (“Ms Lo”).
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HCMP 2001/2009, [2018] HKCFI 1481 HCMP 2001/2009 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 2001 OF 2009 ________________________ BETWEEN
____________ and HCMP 2010/2009 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 2010 OF 2009 _______________
____________ and HCMP 2011/2009 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 2011 OF 2009 ________________________
____________ and HCMP 2012/2009 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 2012 OF 2009 ________________________
____________ and HCMP 2013/2009 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 2013 OF 2009
____________ and HCMP 2014/2009 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 2014 OF 2009
____________ and HCMP 2015/2009 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 2015 OF 2009
____________ and HCMP 2016/2009 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 2016 OF 2009
____________ and HCMP 2017/2009 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 2017 OF 2009
____________ and HCMP 1416/2012 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 1416 OF 2012
____________ (Heard together)
______________________________ REASONS FOR DECISION ______________________________ 1.Ms Ng Wai Jing, deceased (“the Deceased”) was the registered shareholder of, inter alia, 10 Hong Kong companies (“the Companies”) in a group known as the Chartersince Group, holding half of the issued shares of those companies. The other registered shareholder of the Companies is one Ms Lo Li Li Lily (“Ms Lo”). 2.The Companies are the respective defendants in the 10 actions herein (“the Actions”). 3.The Deceased died intestate on 30 December 2000. After the death of the Deceased, Ms Lo has been in charge of the Companies. 4.On 15 October 2008, Letters of Administration Ad Colligenda Bona of the estate of the Deceased were granted to the Plaintiff, the Deceased’s lawful and natural mother. 5.The Plaintiff’s attempts to seek information from Ms Lo and the Companies about dividends which had been declared or might have been declared by the Companies since the death of the Deceased, and obtain copies of the audited accounts of the Companies, were unsuccessful. In due course, the Plaintiff commenced the Actions against the Companies seeking, in each action, (i) an order that she be registered as a shareholder in respect of the Deceased’s shares in the relevant company in her capacity as administratrix of the estate of the Deceased, (ii) an account and inquiry of the dividends declared by the company since the Deceased’s death on 30 December 2000, and (iii) an order for payment of the amount found due on the taking of such account and inquiry. 6.The Companies oppose the Plaintiff’s claims, essentially on the basis that, according to Ms Lo, the Deceased had, prior to her death, made a gift of her shares in the Companies to Ms Lo by way of a donatio mortis causa. On 4 February 2010, Ms Lo commenced a probate action in the High Court, HCAP 3/2010 (“the Probate Action”), against the Plaintiff claiming, inter alia, a declaration that she had, since the death of the Deceased, been the legal and beneficial owner and donee of the Deceased’s shares in the Companies. 7.As a result of the commencement of the Probate Action, further proceedings in the Actions came to be stayed pending its determination by the court. In the Order of Master Levy dated 11 April 2013 granting the stay of proceedings, it was further ordered that the findings of the court in the Probate Action were to be binding on the parties in the Actions. 8.Subsequently, Ms Lo informed the court that she had decided to abandon her claim in the Probate Action against the Plaintiff. Notwithstanding Ms Lo’s attempt to renege on her decision to abandon her claim, the Plaintiff successfully obtained from Madam Justice B Chu a judgment on admission in respect of her counterclaim against Ms Lo in the Probate Action on 8 December 2015. Ms Lo’s appeal against the judgment of Madam Justice B Chu was dismissed by the Court of Appeal on 6 May 2016 (CACV 1/2016), save in respect of some minor aspects which are not relevant for the present purpose. In particular, the Court of Appeal did not disturb Madam Justice B Chu’s order requiring Ms Lo to deliver up to the Plaintiff the share certificates of the shares in the Companies held in the name of the Deceased. 9.On 2 March 2017, Madam Justice B Chu made an order lifting the stay of proceedings in the Actions. She also ordered the Actions to be heard together. 10.The substantive hearing of the Actions came before me on 26 June 2018. The Companies were absent at the hearing, their previous solicitors having ceased to act for them. 11.In view of the aforesaid judgments of Madam Justice B Chu and of the Court of Appeal, it is clear that Ms Lo can no longer maintain the allegation that the Deceased had gifted her shares in the Companies by way of a donatio mortis causa. Anyhow, the Companies have not appeared at the hearing to maintain this allegation. 12.There is no reason why the Plaintiff should not be registered as a shareholder of the Deceased’s shares in the Companies in her capacity as administratrix of the estate of the Deceased, or be entitled to the account and inquiry sought. 13.Accordingly, in each of the Actions, I make an order in terms of paragraph 1 and 2 of the Originating Summons. In so far as costs are concerned, the Companies had no further reason or ground to oppose the Plaintiff’s claims after the Court of Appeal gave its judgment in CACV 1/2016 on 6 May 2016. However, they failed to accede to the Plaintiff’s proposal contained in a letter dated 23 June 2016 from the Plaintiff’s solicitors (Tsang, Chan & Woo) to the Companies’ former solicitors (Joseph C T Lee & Co) to consent to judgments being entered against them in the Actions in the terms of the Originating Summonses. In my view, the Companies’ conduct has led to unnecessary time and costs being wasted. In all the circumstances, I consider it appropriate to make an order that the Companies shall pay the Plaintiff’s costs of the Actions, including all costs previously reserved, to be taxed on an indemnity basis if not agreed. I so order. The Plaintiff’s own costs are to be taxed in accordance with legal aid regulations.
Mr C Y Li, SC, instructed by Tsang, Chan & Woo, assigned by Director of Legal Aid, for the Plaintiff The Defendants, absent |
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