Law on Land Register entries reviewed and refined

In a judgment handed down on 27 April 2023, the Hon Madam Justice Yvonne Cheng granted a declaration that an agreement and connected writ relating to the sale of shares of a company owning land are not registrable on the Land Register.

Having considered earlier caselaw on what constitutes a registrable interest for the purposes of the Land Register under the Land Registration Ordinance (Cap 128) in the context of agreements for the sale and purchase of shares in companies which in turn hold property, the Court rejected the Defendant buyer’s argument that it had acquired an equitable lien over the land as a result of paying a deposit under the share sale agreement. The Court held instead (1) that a claim to a lien in respect of the shares of a company is not a claim to a propriety interest in the company’s land; (2) that, by extension, an injunction to enforce any such lien was not a registrable propriety interest in the land; and (3) a claim to specific performance of the share sale agreement likewise created no registrable legal or equitable interest against the property.

Abraham Chan SC, instructed by Weil, Gotshal & Manges, led the counsel team for the Plaintiff on the hearing of application. Charles Manzoni SC and Eva Sit SC were also involved in advising the Plaintiff at an earlier stage in the dispute.

For the full judgment, please view here.