Wong Pui Yin Georgeanna (As the Administratrix of the Estate of Wong Cecilia Pui Luen, Deceased) v. Cheer Creation Ltd and Another
Read the full judgment text of HCMP 801/2022 on BabelCite. This High Court CFI judgment was delivered on 24 January 2025.
1. On 24 June 2022 the Plaintiff, as administratrix of the estate of her sister, issued originating summonses seeking various relief against the Companies and the 2 nd Defendantt, a company secretarial services company, for rectification of the Companies share register, the convening of a general meeting of the Companies and, specifically against the 2 nd Defendant, an order for delivery up and return of “all statutory books, records and other documents” of the Companies in the 2 nd Defendant’s
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HCMP 801/2022 and HCMP 802/2022 (HEARD TOGETHER) [2025] HKCFI 447 HCMP 801/2022 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 801 OF 2022 ____________________
____________________ BETWEEN
____________________ AND HCMP 802/2022 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 802 OF 2022 ____________________
____________________ BETWEEN
____________________ (HEARD TOGETHER)
____________________________ DECISION ON COSTS ____________________________ 1.On 24 June 2022 the Plaintiff, as administratrix of the estate of her sister, issued originating summonses seeking various relief against the Companies and the 2nd Defendantt, a company secretarial services company, for rectification of the Companies share register, the convening of a general meeting of the Companies and, specifically against the 2nd Defendant, an order for delivery up and return of “all statutory books, records and other documents” of the Companies in the 2nd Defendant’s power, possession and/or custody. The Plaintiff has agreed to discontinue the proceedings against the 2nd Defendant and the only issue I have to resolve as between those parties is the costs. In short, the Plaintiff says that she obtained what she sought from the 2nd Defendant as a consequence of the applications and she should have her costs. The 2nd Defendant contends that as the applications were discontinued against it the normal order, namely, that it should have its costs, should be made. 2.It is the Plaintiff’s case that on 10 September 2024 the 2nd Defendant delivered up a suite of the corporate documents belonging to the Companies to the Plaintiff. Thus, says the Plaintiff, it obtained substantially what it sought from the 2nd Defendant in the originating summonses and should have its costs. What was sought in the relevant paragraph (4) of the originating summonses was an order “against the 2nd Defendant for the delivery up and return of all statutory books, records and other documents of the 1st Defendant in the 2nd Defendant’s power, possession and/or custody to the 1st Defendant by delivering to the Plaintiff…..”. The 2nd Defendant says that it never had these documents. What it provided to the Plaintiff was copies of documents that it had in digital form and it explained this in its evidence. 3.It is the 2nd Defendant’s evidence that it was not the Companies’ company secretary and its role was limited to filling out necessary forms on the instructions of the Companies and filing them at the Companies Registry and, consistent with this, it was named as the presenter on the Annual Returns. To facilitate its services it used during the relevant period software called “CSA Expert”, which was able to generate registers once data had been inputted into the relevant data files. The 2nd Defendant says that it had never seen the original registers and has simply been collating information based on the instructions that it has been given and this information is available from the Companies Registry. The reason why the 2nd Defendant’s address was stated in the Form NR2 as the location of the Companies registers/corporate records was because it stored the data I have described. 4.A number of things seem to be plain. First, by allowing itself to be described on the Companies’ files at the Registry as the presenter and the location of the companies’ registers/corporate records it invited the assumption that it held the documents, or a material part of them, sought in the originating summonses. Secondly, the 2nd Defendant’s position was not made clear until the filing of Hui’s 2nd affirmation on 4 June 2024. Thirdly, the suggestion that the originating summonses were not caused by the public records because the pre-action letters do not mention them is specious at best. It is not surprising that the originating summonses were issued in the circumstances. The 2nd Defendant filed Forms NR2 which were misleading. It is understandable in my view that in these circumstances the Plaintiff reacted with circumspection to the 2nd Defendant’s explanation in Hui’s 2nd affirmation of what data it held. 5.It seems to me that issue of the originating summonses was justified and that the Plaintiff did obtain substantively what it sought to achieve, namely, what records the 2nd Defendant had, but had failed to provide. I will, therefore, order that the 2nd Defendant pay the Plaintiff’s costs of both proceedings, such costs to be taxed if not agreed with a certificate for counsel.
Written submissions by Mr Byron Chiu, instructed by Tsang, Chan & Wong, for the plaintiff (in both actions) Written submissions by Ms Astina Au, instructed by Keith Lam Lau & Chan, for the 2nd defendant (in both actions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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