Seg Investment Ltd v. Seg International Securities (HK) Ltd and Others
Read the full judgment text of CACV 369/2005 on BabelCite. This Court of Appeal judgment was delivered on 22 April 2008 before Tang VP, Lam J, A Cheung J.
Company law – winding up – validity of board resolution under s.228A of the Companies Ordinance – appeal – leave to appeal to Court of Final Appeal – Hong Kong Final Appeal Ordinance (Cap 484) s.22(1)(a) and s.22(1)(b) – monetary threshold – question of great general or public importance – company wound up as insolvent – whether matter in dispute involves claim or question respecting property or civil right amounting to $1,000,000 – whether questions raised on appeal are of great general or public importance – focus of s.22(1)(b) is on the questions raised on appeal, not on whether the parties consider themselves to be acting in the public interest – grounds peculiar to the facts of the present case – interested parties in the winding up are customers or clients, not members of the public in a broader sense – no reason to submit the case to the Court of Final Appeal – leave refused – applications dismissed – 2nd and 3rd Defendants to pay Plaintiff's costs of the application, to be taxed if not agreed.
Legal issues: Whether leave to appeal to the Court of Final Appeal should be granted under s.22(1)(a) and s.22(1)(b) of the Hong Kong Final Appeal Ordinance
Outcome: Leave to appeal to the Court of Final Appeal refused; applications by the 2nd and 3rd Defendants dismissed.
Cited by 3 cases
|
CACV 369/2005 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF APPEAL CIVIL APPEAL NO. 369 OF 2005 (ON APPEAL FROM HCMP NO. 4211/2003) ----------------------
---------------------- AND CACV 382/2005 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF APPEAL CIVIL APPEAL NO. 382 OF 2005 (ON APPEAL FROM HCMP NO. 4211/2003) ----------------------
---------------------- (Heard Together) Before: Hon Tang V-P, Lam J and A Cheung J in Court Date of Hearing: 17 April 2008 Date of Decision: 17 April 2008 Date of Reasons for Decision: 22 April 2008 ------------------------------------------ REASONS FOR DECISION ------------------------------------------ Hon Lam J (giving the reasons for decision of the Court): 1.By a notice of motion, the 2nd Defendant applies for leave to appeal to the Court of Final Appeal in respect of the decision of this court on 6 February 2008. The 3rd Defendant makes a similar application. 2.The appeal concerns the validity of a winding up under Section 228A of the Companies Ordinance. The trial judge held that the resolution purportedly passed by the board on 28 August 2003 was invalid. On appeal, this court upheld the decision of the judge. 3.The case does not come within Section 22(1)(a) of the Hong Kong Final Appeal Ordinance Cap. 484. The matter in dispute is not something amounting to $1,000,000. Nor does it involve, directly or indirectly, some claim or question to or respecting property or some civil right amounting to $1,000,000. Even on the 2nd and 3rd Defendants’ case, the disputed resolution is in respect of the winding up of an insolvent company. 4.The 2nd and 3rd Defendants do not identify any question of great general or public importance in the written application. Neither do we see any. The grounds raised in the Notice of Motion and the affirmation are peculiar to the facts of the present case. 5.The focus of Section 22(1)(b) is on the questions raised on the appeal. Thus, even assuming for a moment that some members of the public might have an interest in the winding up of this company and that the 2nd to 4th Defendants genuinely considered them to be acting in public interest in the attempt to pass the Section 228A resolution, it does not follow that the questions raised are questions of great general or public importance. 6.Further, based on what we have heard, we do not think those interested in the winding up can be categorized as having an interest as members of the public as opposed to their capacities as customers or clients of the company. 7.None of the questions raised are questions of public importance, not to mention great general or public importance. 8.We do not see any reason why the case should be submitted to the Court of Final Appeal for decision. 9.Thus, there is no ground for granting leave under Section 22(1)(b). 10.Since the 2nd and 3rd Defendants cannot satisfy us that this is a case for which leave to appeal can be granted under the Hong Kong Final Appeal Ordinance, their applications were dismissed. The 2nd and 3rd Defendants have to pay the Plaintiff’s costs of this application, such costs to be taxed if not agreed.
Mr Kam K Kwok instructed by Messrs Wong, Poon, Chan, Law & Co for the Plaintiff The 2nd and 3rd Defendants, in person, present |
Other judgments that cite this case
Further hearings and rulings under CACV 369/2005