Ted Ohya v. Abdo a. Osman

DCCJ4042/2005

IN THE DISTRICT COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

CIVIL ACTION NO. 4042 OF 2005

BETWEEN

Coram: H H Judge Marlene Ng in Chambers (Open to public)

Date: 10 May 2006

Present: Ms Susan Liang, of Susan Liang & Co., for the Plaintiff

Abdo A. Osman, also known as Abdo Abdelhanned Osman, In Person, Defendant

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R U L I N G

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1.Mr Osman applies today to challenge Miss Liang’s capacity to continue to represent Mr Ohya in these proceedings because, in late March 2006, Miss Liang’s firm acted for the company, Asia Pacific Precious Metals Limited, to call on payment of the shares allotted to Mr Osman, which he has not paid.  Mr Osman claims there is conflict of interest. 

2.Miss Liang says that there is no conflict of interests.  There are several shareholders of the company of which Mr Ohya is one.  New directors have been appointed by the shareholders of which some were Japanese gentlemen and one is an American gentleman.  These directors have authorised to her firm to make the call on payment of the shares on Mr Osman.  Mr Ohya does not adopt a different stance so there is no conflict of interest.  In any event the present claim is a claim for personal debt which Miss Liang says has no bearing on the shareholder dispute. 

3.Mr Osman denies the legitimacy of appointment of the directors and of any attempt to forfeit or cancel his shares on the ground of non-payment, as that, he says, amounts to a reduction of share capital which must be approved by the court.  He goes so far as to say that what Miss Liang has submitted are lies but he acknowledges that new directors have been appointed, albeit without his approval.  He says that the authority given to Miss Liang’s firm is without his authorisation.

4.Normally a company acts by its board or by shareholders in meeting.  There is nothing before me to say that the Asia Pacific Precious Metals Limited requires a unanimous decision by its directors or shareholders.  At present it is only Mr Osman’s assertion of illegitimacy of the present board.  However, there is no credible material before me.  It is something that has to be resolved in another litigation but I see no reason at all why Miss Liang’s firm cannot act in this matter which is based on a personal arrangement between Mr Ohya and Mr Osman on a promissory note.  I express no view on the shareholder dispute as that, as I have said, must be resolved in another court.  I reject the application on the material before me that Miss Liang is unfit to represent Mr Ohya in the present proceedings.

Representation:

Ms Susan Liang of Messrs Susan Liang & Co., for the Plaintiff

Defendant, In person, present