Majority of owners can vote as they wish provided there is no oppression of the minority

An owners’ meeting can approve works that have already been carried out on the instructions of the manager and agree that all the owners will contribute to the cost. The owners can validly pass such a resolution even though the works have been carried out before the owners’ meeting has considered and approved them (provided there is nothing in the DMC to the contrary). The majority of owners can vote as they see fit in the owners’ meeting provided that what is approved is lawful, within the terms of the DMC and does not amount to an oppression of the minority.

Grande Properties Management Ltd v Sun Wah Manufactory Ltd ([2006] 3 HKLRD 473, CFA) concerned the management of a multi-owned building (the owners had not incorporated). The owners’ meeting approved the carrying out of certain renovation works at the cost of the owners. SW (one of the owners) did not attend the meeting and refused to contribute to the cost of the works. Further works were carried out. These were approved by the owners in 2001 at a meeting after the work had been done.  SW objected on the grounds, inter alia, that the approval was retrospective. The CFA held that the approval was not retrospective (even though the works had been carried out before the meeting) since the obligation arose only once the owners had approved the works. In any event, absent some special provision in the DMC, owners were entitled to give ‘retrospective’ approvals. The fact that the parent company of the manager had become the majority owner of shares in the building between the works and the 2001 meeting was irrelevant.  The majority of owners can vote as they see fit in the owners’ meeting provided that what is approved is lawful, within the terms of the DMC and does not amount to an oppression of the minority.

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