The identity of high-rise commercial buildings is often tied to their names, which typically reflect their original owner-developer, majority owner or main tenant. However, as ownership and tenancy evolve over time, the need to rename the building may arise. Who should be responsible for choosing the new name?

Falcome Co Ltd v Zhejiang Development Co Ltd

 [2024] HKCFI 2992, the owner of a unit in a commercial building in Wanchai exercised the naming right of the building acquired from the developer by virtue of a covenant (“Naming Right Covenant”) in the Deed of Mutual Covenants (“DMC”) which reserved the naming right on the developer. The registration of the name change was refused by the Land Registrar, relying on two Court of Appeal decisions in

 Lamaya Ltd v Supreme Honour Development Ltd

Pak Fah Yeow Investment (Hong Kong) Co Ltd v Proper Invest Group Ltd

 [2009] 3 HKC 385 which held that a naming right covenant is a personal right incapable of binding other co-owners of the building.

The owner subsequently called an owners’ meeting and passed a resolution approving the name change by a majority of votes. The validity of the resolution was challenged by another co-owner, arguing that any name change must be with the consent of all the current co-owners.

(1) The name of a building is a convenient way to refer to a location, customarily used especially for commercial buildings in Hong Kong. It would be in the common interest of all co-owners to give the building a name if it did not originally have one, and to decide to change its name subsequently. That decision can be made by a majority who reached that decision in accordance with the procedures agreed in the DMC.

(2) In any event, the naming of a building is a matter related to the building’s management in which all owners had a common interest within s.18(2)(g) of the Building Management Ordinance (Cap. 344). The incorporated owners can give effect to the name change on behalf of the owners.

(3) There is no real connection between the Naming Right Covenant (pertaining to the 

 of the building) and each covenantee’s occupation (of only the 

 of the building to which the covenantee has exclusive possession). The commercial value in the right to name a building only arises from the collateral circumstances of the perceived privilege of having a building called by a particular name. Such value is not tied to the right holder’s presence or occupation of the building and does not touch and concern land.

, instructed by Ho & Wong, appeared for the 2

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