Capital Ltd v. Secretary for Justice

HCMP313/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 313 OF 2005

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BETWEEN

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Coram:  Hon Lam J in Chambers

Date of Hearing:  27 October 2005

Date of Judgment:  27 October 2005

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J U D G M E N T

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1.This is an application to, if I may put it this way, perfect the title of Plaintiff in the suit property which was acquired by them on 6 August 2004.

2.The problem with title is that in one of the earlier assignment, which is an assignment dated 21 June 1997, a company called Nimrod Hong Kong Limited assigned the property to House Rich Limited.  Nimrod was, in fact, previously known as MS Enterprise Company Limited, but it has changed its name on 24 August 1995. 

3.Unfortunately, when the 1997 assignment was executed, the seal affixed to that assignment was the seal used by the company in its former name.  So, in that respect, it does not comply with section 93(1)(b) of the Companies Ordinance.  Given that there is a defect in the seal, there is a problem about whether the assignment of 1997 was effective to transfer the legal title of the property to the purchaser.  After that, Nimrod Limited was wound up on 18 October 2000 and the company was subsequently dissolved on 13 April 2004.

4.In order to perfect the title, the Plaintiff seeks a vesting order.  Given that the company has been dissolved, any residual estate which remains in the company upon its dissolution is deemed to be bona vacantia and passed to the Government.  Hence the Defendant is made a party to these proceedings.

5.It has been confirmed by the Department of Justice that the Government has no objection to a vesting order being made and, in the circumstances, I am satisfied that it is an appropriate case that I can make a vesting order under section 45(b)(iii) of the Trustee Ordinance.

6.Accordingly, I will grant an order in terms of paragraph 3 of the originating summons as amended in the manner indicated by Mr Pao to the court this morning.

7.So there will be a vesting order that vests all rights, title and interest in the property to the Plaintiff, and there is an agreement between the parties as to costs, that is, the Plaintiff shall pay the Defendant agreed costs of $15,155.

Mr Jin Pao, instructed by Messrs Stephane Hui Bon Hoa & Co., for the Plaintiff

Mrs Suzanne Lee, Government Counsel of Department of Justice, for the Defendant