Re Minwah Textile Ltd
Read the full judgment text of HCCW 4/1973 on BabelCite. This High Court CFI judgment.
1. This is an application by the Official Receiver and Liquidator of Minwah Textile Limited by way of interpleader summons requiring the two claimants, Madam Chiu Tsang Shui Hua and the Super Corporation to state the nature and particulars of their respective claims to certain machines and chattels seized by the Official Receiver.
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HCCW000004/1973
IN THE SUPREME COURT OF HONG KONG COMPANIES WINDING-UP -----------------
----------------- Coram: Mr. Registrar Jones in Chambers. Date of Judgment: 29th May, 1973. ----------------- DECISION ----------------- 1. This is an application by the Official Receiver and Liquidator of Minwah Textile Limited by way of interpleader summons requiring the two claimants, Madam Chiu Tsang Shui Hua and the Super Corporation to state the nature and particulars of their respective claims to certain machines and chattels seized by the Official Receiver. 2. A petition to wind up Minwah Textile Limited was filed on the 25th January 1973, the company having ceased business on or about the 4th December 1972. The Official Receiver was appointed Provisional Liquidator on the 2nd February 1973 and an Order to wind up the company was made on the 23rd February 1973, the Official Receiver being appointed Provisional Liquidator, The Official Receiver was appointed liquidator on the 20th March 1973 at the first meeting of creditors. The present summons was issued by the Official Receiver on the 11th May 1973. 3. Minwah Textile Limited was incorporated as a private limited company on the 10th November 1970. 4. Madam Chiu gave evidence that she purchased the chattels several years ago from her brother Tsang Chung Hing, the sole proprietor of Minwah Weaving Factory for the sum of $75,000 and entered into a conditional bill with him on the 11th July 1970 which was registered in the Supreme Court on the 15th July 1970. A memorandum of satisfaction was endorsed on the 2nd October 1970. An absolute bill of sale between the same parties and in respect of the same chattels was executed on the 1st October 1970 but this bill of sale was not registered in compliance with section 7 of the Bills of Sale Ordinance Cap. 20. Section 7(b) of the Bills of Sale Ordinance provides inter alia that if a bill of sale is not registered within seven clear days after execution it will be deemed fraudulent and void as against all trustees and assignees of the estate which is in liquidation. 5. Subsequently an agreement dated the 25th November 1970 was entered into between Madam Chiu Tsang Shui Hua and Mr. Tsang Chin Sang, one of the directors of Minwah Textile Limited whereby Madam Chiu purported to hire to the company the chattels in question at a monthly rental of $1,100. Towards the end of 1972 Madam Chiu repossessed six of these machines which she then sold to the Super Corporation. The six machines were then hired to the company by Wayfoong Finance Ltd. who have an agreement with the Super Corporation in respect of hire purchase facilities for customers of the Super Corporation. 6. Although various matters were raised by the parties the whole crux of the issue is whether the 1st claimant derived a good title from her brother Tsang Chung Hing. The 2nd claimant can only derive title from the 1st claimant so that both claimants will either succeed or fail. It is clear that by the failure to register the absolute bill of sale it is void as against the liquidator with the result that the 1st claimant's claim must fail. Accordingly the 2nd claimant's claim also fails. The Official Receiver is entitled to the costs of this application which will be borne by the two claimants. 7. Date this the 29th day of May, 1973.
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