LAWIN (H.K.) LTD v. OCCUPIERS OF SECTION B OF LOT NO. 154 IN DEMARCATION DISTRICT NO. 19, TAI PO, NEW TERRITORIES, HONG KONG AND OTHERS

LAWIN (H.K.) LTD v. OCCUPIERS OF SECTION B OF LOT NO. 154 IN DEMARCATION DISTRICT NO. 19, TAI PO, NEW TERRITORIES, HONG KONG AND OTHERS

On the balance of probabilities the parties conducted the small-house development business as a partnership (joint venture) rather than Hung being merely an agent of Best Star; Hung had authority in the ordinary course to sell certain developed units (notably Lots 154A-D and units on Lot 2442) and those sales bind the partnership; the oral Lot 154 agreement and Lot 2441 agreement as pleaded were not proved with requisite certainty and are not enforceable; certain claimed expenses and reimbursements paid or advanced by Hung and associates were properly incurred for the projects and are recoverable; assignments to Lawin in respect of Lots 154A-E must be set aside as not bona fide and for...

Citation
[2022] HKCFI 410
Parties
Lead Plaintiff / Counter Defendant (principal Litigant): Hung Heung Keng; Lead Defendant / Counter Plaintiff (best Star Principal): Guo Qigui; Corporate Party: Defendant and Plaintiff in Related Actions (vehicle for Joint Venture): Best Star Holdings Limited; Plaintiff in Original Possession Actions / Transferee of Disputed Interests: Lawin (H.K.) Limited; Builder/defendant / Purchaser of Certain Lots (associated With Hung Camp): Li Fu Wing; Registered Owner / Ting (defendant; Deceased / Represented): Lam Chun Hing; Registered Owner / Ting (defendant; Bankrupt / Represented): Lam Yat Hung; Purchaser / Defendant (lot 2442 Purchaser): Yip Siu Fun
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
8 February 2022
Case Number
HCA222/2011
Procedural Posture
Civil Multi Party Property, Partnership and Accounting Disputes / Full Trial Concluded; Judgment Delivered; Further Accounting to Follow / Costs Reserved
Outcome
Mixed findings: partnership found; Lot 154 oral purchase by Hung and Lot 2441 oral agreement not proved; Hung had authority to sell certain units (Lot 154A-D and Lot 2442 sales binding); assignments to Lawin in respect of Lot 154 set aside; many of Hung's project expenses allowed and partnership accounting to be...
Legal Topics
Partnership Formation and Authority, Authority of Partner Versus Agent, Sale of Land and Enforceability of Oral Agreements, Doctrine of Part Performance, Estoppel, Lis Pendens, Partnership Accounting and Reimbursement, Set Aside of Assignments / Bona Fide Purchaser Issues
Source Language
EN
Partnership Law Property Law Conveyancing Equity and Trusts Contract Law Land Law Civil Procedure Partnership Formation and Authority +7 more

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Parties

Hung Heung Keng

Lead Plaintiff / Counter Defendant (principal Litigant)

Guo Qigui

Lead Defendant / Counter Plaintiff (best Star Principal)

Best Star Holdings Limited

Corporate Party: Defendant and Plaintiff in Related Actions (vehicle for Joint Venture)

Lawin (H.K.) Limited

Plaintiff in Original Possession Actions / Transferee of Disputed Interests

Li Fu Wing

Builder/defendant / Purchaser of Certain Lots (associated With Hung Camp)

Lam Chun Hing

Registered Owner / Ting (defendant; Deceased / Represented)

Lam Yat Hung

Registered Owner / Ting (defendant; Bankrupt / Represented)

Yip Siu Fun

Purchaser / Defendant (lot 2442 Purchaser)

Procedural Posture

Civil Multi Party Property, Partnership and Accounting Disputes / Full Trial Concluded; Judgment Delivered; Further Accounting to Follow / Costs Reserved

Legal Issues

  1. 1 Whether the business arrangement operated as a partnership or Best Star was sole owner and Hung an agent
  2. 2 Whether the alleged oral 'Lot 154 Agreement' (sale to Hung for HK$7,200,000) was proved and enforceable
  3. 3 Whether the alleged 'Lot 2441 Agreement' (pre-emptive sale rights to Li Fu Wing and Hung) was made

Ratio Decidendi

On the balance of probabilities the parties conducted the small-house development business as a partnership (joint venture) rather than Hung being merely an agent of Best Star; Hung had authority in the ordinary course to sell certain developed units (notably Lots 154A-D and units on Lot 2442) and those sales bind the partnership; the oral Lot 154 agreement and Lot 2441 agreement as pleaded were not proved with requisite certainty and are not enforceable; certain claimed expenses and reimbursements paid or advanced by Hung and associates were properly incurred for the projects and are recoverable; assignments to Lawin in respect of Lots 154A-E must be set aside as not bona fide and for...

Court Disposition

Mixed findings: partnership found; Lot 154 oral purchase by Hung and Lot 2441 oral agreement not proved; Hung had authority to sell certain units (Lot 154A-D and Lot 2442 sales binding); assignments to Lawin in respect of Lot 154 set aside; many of Hung's project expenses allowed and partnership accounting to be...

Orders

  • Declared that the parties operated the projects in the form of a partnership (joint venture) and that Hung acted with partner authority in the ordinary course for certain sales
  • Held that the alleged Lot 154 Agreement (sale to Hung of Lots 154E,F,H & RP at HK$7,200,000) was not proved and is not enforceable