IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO. 916 OF 2000
IN THE MATTER of ALL THOSE 72 equal undivided 10,000th parts or shares of and in ALL THOSE pieces or parcels of ground registered in the Land Registry as NEW KOWLOON INLAND LOT NO.4962, NEW KOWLOON INLAND LOT NO.5059, NEW KOWLOON INLAND LOT NO.5025 and NEW KOWLOON INLAND LOT NO.5041 And of and in the messuages erections and buildings thereon known as "PROFIT MANSION（盈利大廈）" No.23 Fei Fung Street Kowloon ("the said Building") TOGETHER with the sole and exclusive right and privilege to hold use occupy and enjoy ALL THAT FLAT C on the TWENTY-SIXTH FLOOR of the said Building
IN THE MATTER of an Agreement for Sale and Purchase dated 21st April, 1999 made between the Defendant as Vendor of one part and the Plaintiff as Purchaser of the other part
IN THE MATTER of Section 12 of the Conveyancing and Property Ordinance, Chapter 219 of the Laws of Hong Kong.
|CHAN SAI HUNG
|WELL DEVELOP LIMITED
Coram: Deputy High Court Judge Wesley Wong in Court
Date of Hearing: 1 September 2000
Date of Judgment: 29 September 2000
J U D G M E N T
1. The Plaintiff claims that the title of the Defendant's property at Flat C, on the 26/F of Profit Mansion situated at No.23 Fei Fung Street Kowloon is defective and that the Defendant had failed to prove good title to the property. He also claims for the return of deposit in the sum of $210,000, estate agent's commission in the sum of $42,000 and all consequential loss suffered.
2. The Defendant purchased the aforesaid property from Full Country Development Ltd. According to the Plaintiff Cl.23(b) of the Articles of Association of Full Country Development Ltd provides:-
"Every document required to be sealed with the Seal of the Company shall be deemed to be properly executed if sealed with the Seal of the Company and signed by the Chairman of the Board or such person or persons as the Board may from time to time authorise for such purpose"
3. The execution clause by Full Country Development Ltd on the assignment is as follows:-
"SEALED with the Common Seal of the Vendor and SIGNED by Mr. Cheng Kwok Fai, one of its Directors whose signature(s) is/are verified by:- CHAN KWOK YIM Solicitor, Hong Kong."
4. The contention by the Plaintiff's counsel is that it was executed by one director only it was not executed in accordance with Article 23(b), due execution therefore cannot be presumed. There was an obligation on the part of Defendant to supply a copy of the resolution of Full Country Development Ltd to the Plaintiff to satisfy the Plaintiff that the mode of execution was in accordance with the article. Since no resolution was supplied Defendant has not passed a good title. Counsel relied on Wong Yuet Wah Mandy v. Lam Tsam Yee & Another  3 HKC 268.
5. Plaintiff's counsel went on to cite the following cases in support of his argument:-
(1) Whole Year Development Ltd v. Lung Chiu Yee Julia (MP 966/93).
(2) Qualihold Investments Ltd v. Bylax Investments Ltd  2 HKC 589.
(3) Perfectime Ltd v. Ko Ming Bor & Anor.  3 HKC 507.
(4) Peking Fur Store Ltd v. Bank of Communications  1 HKC 625.
(5) Li Ying Ching v. Air-Sprung (Hong Kong) Ltd  4 HKC 418.
(6) Ho So Yung v. Lei Chon Un  2 HKC 697.
(7) Woo Turhan & Anor. v. Taiwan Fuji Trading (HK) Ltd  2 HKC 481.
6. In Whole Year Development Ltd, the articles of association of Financial and Investment Services Far Asia Ltd provided that...