Yip Wai Hong v. Lee See Woo

HCA009173A/1981

BETWEEN:-

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Coram: The Honourable Mr. Justice Jones in Chambers

Date of hearing: 20th November 1984

Date of delivery of Judgment: 20th November 1984

Mr. Y.C. Mok (Sit Fung Kwong & Co.) for Appellant/Defendant.

Mr. F. Eddis (Michael Cheuk & Co.) for Respondent/Plaintiff.

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JUDGMENT

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1. This is an appeal by the defendant against the refusal by Master Crawshaw for leave to serve interrogatories upon the plaintiff.

2. The action was instituted by the plaintiff on the 28th December 1981 for recovery of the sum of $1,270,000 being the balance due for the transfer of certain shares to the defendant.

3. By an oral agreement that was later partly reduced to writing the plaintiff agreed to transfer all his shares in two Nigerian private companies to the defendant for $2,000,000. I am told that the plaintiff and defendant were directors of these companies. A form of transfer of the shares was signed by the plaintiff on the 8th June 1981 and the plaintiff resigned as a director of the two companies. According to the plaintiff part payment of $730,000 was made by the defendant towards the purchase price.

4. The defendant admits that he agreed to buy the shares, but denies that the plaintiff is the legal or beneficial owner because the plaintiff failed to transfer the shares to him or to have his name registered by the companies as the holder. He claims that he made a part payment of $1,000,000 and counterclaims for the return of this sum.

5. The action was fixed for hearing on the 17th September 1984 but due to the illness of the trial judge the date had to be vacated and the case is now due to be heard on the 17th December 1984.

6. There has been inordinate delay by the defendant for the summons for leave to serve interrogatories was not issued until the 30th October 1984. Five interrogatories have been raised by the defendant which read as follows:-

'1.	Did the 200,000 shares in Alliance Rolling Mills (Nig.) Ltd. in suit form part of the 340,000 ordinary shares referred to in Paragraph 3.03 of the Minutes of the Meeting of the Board of Directors of Alliance Rolling Mills Nigeria Ltd. held on Saturday, 31st October 1981 (i.e. document No. 15 of the Plaintiff's second Supplemental List) ?
2.	Have you in any way ever paid for any of the 200,000 shares in Alliance Rolling Mills (Nig.) Ltd. in suit ?
3.	If the answer to the second interrogatory is yes - state (i) to whom and (ii) when and (iii) how much and (iv) in what form was the payment made and (v) stating whether the payment. was evidenced in writing and if so identifying the same and (vi) state whether any receipt of the payment was evidenced in writing and if so identify the same and stating who made out the receipt(s) to whom.
4.	Have you in any way ever paid for any of the 300,000 shares in Fasat (Nig.) Ltd. in suit ?
5.	If the answer to the fourth interrogatory is yes - state (i) to whom and (ii) when and (iii) how much and (iv) in what form was the payment made and (v) state whether the payment was evidenced in writing and if so identify the same and (vi) state whether any receipt of the payment was evidenced in writing and if so identify the same and state who made out the receipt(s) to whom.".

The first interrogatory was answered by the plaintiff in September 1984. The other interrogatories relate to proof of ownership whereas the issue between the parties is whether the shares were validly transferred to the defendant by the plaintiff in accordance with the agreement. The interrogatories are not material and relevant to the issues raised on the pleadings see Duke of Sutherland v. British Dominions Land Settlement Corporation Limited (1926) 1 Ch. 746.

7. The appeal is therefore dismissed with costs to the plaintiff.

Representation:

Mr. Y.C. Mok (Sit Fung Kwong & Co.) for Appellant/Defendant.

Mr. F. Eddis (Michael Cheuk & Co.) for Respondent/Plaintiff.