Read the full judgment text of HCA 005154/1992 on BabelCite. This High Court CFI judgment was delivered on 8 December 1998 before The Hon Mrs Justice Le Pichon.
Company law – rectification of register of members – Companies Ordinance (Cap. 32) s.100 – 'person aggrieved' – theft of shares – equitable subrogation – replacement of stolen shares by custodian – consequential declarations of nullity in respect of share certificates and instruments of transfer – discharge of prior order – discontinuance of related action – Companies Ordinance (Cap. 32) s.100 – material facts: theft of shares in The Hong Kong and China Gas Company Limited, Hang Seng Bank Limited and HSBC Holdings Plc in July 1992; the registered holders of the stolen shares were fully compensated by the Plaintiff, HSBC Securities Asia Limited, which replaced the shares; their names nevertheless remained on the share registers; the Plaintiff sought rectification under s.100 of the Companies Ordinance on the basis that, although legal title remained in the registered holders, in equity it was subrogated to their rights – legal issues: whether the Plaintiff was a 'person aggrieved' within s.100 and entitled to rectification on the ground of equitable subrogation; whether declarations of nullity should be granted in unopposed proceedings; whether the 1992 order of Mortimer J should be discharged and the related action discontinued – holdings: the Plaintiff was a 'person aggrieved' within s.100 of the Companies Ordinance, the unopposed nature of the applications and the full compensation of the registered holders made this an appropriate case for the exercise of the discretion to rectify; declarations of nullity in respect of existing share certificates and instruments of transfer were properly granted as consequential relief, consistent with the practice noted in Patten v. Burke Publishing Co. Ltd. [1991] 1 W.L.R. 541; the 1992 order was discharged and the related action discontinued with no order as to costs – outcome: share registers of the three companies ordered to be rectified by striking out the names of the Relevant Defendants and inserting the name of the Plaintiff or its nominee; consequential orders for issuance of share certificates, payment of accrued dividends and delivery of bonus script since 8 July 1992; declarations that the impugned share certificates and instruments of transfer are null and void; order of Mortimer J dated 10 August 1992 discharged; HCA 5154/1992 discontinued with no order as to costs.
Legal issues: Whether the Plaintiff qualifies as a 'person aggrieved' entitled to rectification of the share registers under section 100 of the Companies Ordinance · Whether declarations of nullity should be granted in unopposed proceedings · Whether the 1992 order of Mortimer J should be discharged and HCA 5154/92 discontinued
Outcome: Share registers of the three companies ordered to be rectified; declarations of nullity granted; order of Mortimer J dated 10 August 1992 discharged; HCA 5154/1992 discontinued with no order as to costs.