天津市裕豐隆資產管理有限公司 v. HO KIN WA AND ANOTHER

天津市裕豐隆資產管理有限公司 v. HO KIN WA AND ANOTHER

On the facts the court held that D1 had not waived the right to challenge the jurisdiction of the Hong Kong court; the jurisdiction clauses in the Indemnity and Supplemental Indemnity Agreements are to be construed in accordance with Mainland law and, properly interpreted, point to the Mainland court as the forum for disputes, such that Hong Kong proceedings should give way to the PRC proceedings (and the application to set aside the default judgment is justified on that basis).

Citation
[2019] HKCFI 556
Parties
Plaintiff/guarantor: P; Defendant/indemnitor: D1; Defendant/indemnitor: D2; Related Company/beneficial Owner Through Supreme Prosper Holdings Ltd: Plentiful HK; Corporate Debtor/property Owner in Shenzhen: Plentiful Shenzhen
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
8 March 2019
Case Number
HCA2405/2014
Procedural Posture
Contract (guarantee/indemnity) / Jurisdiction Challenge and Application to Set Aside Default Judgment
Outcome
D1's jurisdictional challenge upheld; D1's application to set aside the default judgment granted; Hong Kong proceedings stayed in favour of PRC proceedings.
Legal Topics
Guarantee, Indemnity, Forum Selection Clause, Jurisdiction, Default Judgment, Parallel Proceedings
Source Language
EN
Civil Contract Private International Law Conflict of Laws Civil Procedure Guarantee Indemnity Forum Selection Clause +3 more

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Parties

P

Plaintiff/guarantor

D1

Defendant/indemnitor

D2

Defendant/indemnitor

Plentiful HK

Related Company/beneficial Owner Through Supreme Prosper Holdings Ltd

Plentiful Shenzhen

Corporate Debtor/property Owner in Shenzhen

Procedural Posture

Contract (guarantee/indemnity) / Jurisdiction Challenge and Application to Set Aside Default Judgment

Legal Issues

  1. 1 Whether the defendant (D1) waived the right to challenge jurisdiction of the Hong Kong court
  2. 2 Proper construction of jurisdiction clauses in the Indemnity and Supplemental Indemnity Agreements under Mainland law
  3. 3 Whether proceedings in Hong Kong should be stayed or set aside in favour of PRC proceedings

Ratio Decidendi

On the facts the court held that D1 had not waived the right to challenge the jurisdiction of the Hong Kong court; the jurisdiction clauses in the Indemnity and Supplemental Indemnity Agreements are to be construed in accordance with Mainland law and, properly interpreted, point to the Mainland court as the forum for disputes, such that Hong Kong proceedings should give way to the PRC proceedings (and the application to set aside the default judgment is justified on that basis).

Court Disposition

D1's jurisdictional challenge upheld; D1's application to set aside the default judgment granted; Hong Kong proceedings stayed in favour of PRC proceedings.

Orders

  • Application to set aside the default judgment granted in part as against D1
  • Proceedings in Hong Kong stayed pending the outcome of the PRC proceedings