DRAGON WORKSHOP LTD AND ANOTHER v. TREASURE EXPRESS INDUSTRIAL LTD AND ANOTHER

DRAGON WORKSHOP LTD AND ANOTHER v. TREASURE EXPRESS INDUSTRIAL LTD AND ANOTHER

The court allowed the amendment because the implied term sought was a conventional implication to prevent a party frustrating contractual obligations and was obvious from the pleaded factual background and express lease terms; the existing pleadings already contained particulars of the alleged alterations and regulatory issues, so further particulars were unnecessary, the amendment did not properly amount to an allegation of dishonesty, and in the exercise of judicial discretion leave to amend was granted.

Citation
[2022] HKDC 251
Parties
1st Plaintiff: Dragon Workshop Limited; 2nd Plaintiff: Huge Target Limited; 1st Defendant: Treasure Express Industrial Limited; 2nd Defendant: Lai Yu San
Court
District Court
Jurisdiction
Hong Kong
Judgment Date
25 March 2022
Case Number
DCCJ2497/2018
Procedural Posture
Landlord and Tenant Dispute (lease/licence Transfer) / Pre Trial Application to Amend Pleadings Decided on Papers (paper Disposal)
Outcome
Amendment allowed; leave granted to amend the Re-Amended Defence and Counterclaim; costs awarded to plaintiffs subject to nisi with defendants to have costs of written submissions
Legal Topics
Implied Terms, Lease Licence Transfer, Amendment of Pleadings, Particulars of Pleading, Costs
Source Language
EN
Landlord and Tenant Contract Civil Procedure Administrative/regulatory (licensing) Implied Terms Lease Licence Transfer Amendment of Pleadings Particulars of Pleading +1 more

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Parties

Dragon Workshop Limited

1st Plaintiff

Huge Target Limited

2nd Plaintiff

Treasure Express Industrial Limited

1st Defendant

Lai Yu San

2nd Defendant

Procedural Posture

Landlord and Tenant Dispute (lease/licence Transfer) / Pre Trial Application to Amend Pleadings Decided on Papers (paper Disposal)

Legal Issues

  1. 1 Whether terms should be implied into the leases to require the landlord not to hinder re-transfer/re-assignment of licences
  2. 2 Whether the proposed amendment to plead implied terms and their breach gives sufficient particulars
  3. 3 Whether the amendment improperly alleges dishonesty requiring special particulars

Ratio Decidendi

The court allowed the amendment because the implied term sought was a conventional implication to prevent a party frustrating contractual obligations and was obvious from the pleaded factual background and express lease terms; the existing pleadings already contained particulars of the alleged alterations and regulatory issues, so further particulars were unnecessary, the amendment did not properly amount to an allegation of dishonesty, and in the exercise of judicial discretion leave to amend was granted.

Court Disposition

Amendment allowed; leave granted to amend the Re-Amended Defence and Counterclaim; costs awarded to plaintiffs subject to nisi with defendants to have costs of written submissions

Orders

  • Leave granted to amend the Re-Amended Defence and Counterclaim in accordance with the revised draft
  • Order in terms of paragraphs 1 and 2 of the defendants' summons