BATES CHINA LTD v. CASH ASSETS LTD AND ANOTHER

BATES CHINA LTD v. CASH ASSETS LTD AND ANOTHER

The court found on the balance of probabilities that oral agreements existed adopting the terms of the unsigned Agency Agreements (except the bonus clause), that defendants accepted those terms by conduct (including payment of the stated retainer), and that plaintiffs provided services during the relevant periods; accordingly defendants were liable to pay the agreed monthly retainer fees for the claimed periods with contractual interest and costs.

Citation
BATES CHINA LTD v. CASH ASSETS LTD AND ANOTHER
Parties
Plaintiff (hca1572/2003): Bates Hong Kong Limited; Plaintiff (hca1675/2003): Bates China Limited; 1st Defendant (both Actions): Cash Assets Limited; 2nd Defendant (hca1572/2003): Pricerite Stores Limited; 2nd Defendant (hca1675/2003): Pricerite Group Limited; Non‑party Holding Company (referred): Celestial Asia Securities Holding Ltd
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
9 August 2005
Case Number
HCA1675/2003
Procedural Posture
Civil: Contract/commercial (claims for Unpaid Retainer Fees and Quantum Meruit) / Judgment (court of First Instance, Judgment Delivered 9 August 2005)
Outcome
Judgment for the plaintiffs in both actions. Defendants liable to pay unpaid retainer fees and contractual interest; costs ordered nisi in favour of plaintiffs.
Legal Topics
Retainer Agreements, Quantum Meruit, Acceptance by Conduct, Termination Clause, Interest on Overdue Payments, Agency Authority
Source Language
EN
Contract Commercial Law Agency Restitution/unjust Enrichment Retainer Agreements Quantum Meruit Acceptance by Conduct Termination Clause +2 more

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Parties

Bates Hong Kong Limited

Plaintiff (hca1572/2003)

Bates China Limited

Plaintiff (hca1675/2003)

Cash Assets Limited

1st Defendant (both Actions)

Pricerite Stores Limited

2nd Defendant (hca1572/2003)

Pricerite Group Limited

2nd Defendant (hca1675/2003)

Celestial Asia Securities Holding Ltd

Non‑party Holding Company (referred)

Procedural Posture

Civil: Contract/commercial (claims for Unpaid Retainer Fees and Quantum Meruit) / Judgment (court of First Instance, Judgment Delivered 9 August 2005)

Legal Issues

  1. 1 Whether unsigned written agency agreements were enforceable by reason of oral agreement and acceptance by conduct
  2. 2 Whether defendants accepted the terms (including monthly retainer) by conduct/performance
  3. 3 Whether services were rendered during the claimed periods and therefore entitlement to retainer or quantum meruit

Ratio Decidendi

The court found on the balance of probabilities that oral agreements existed adopting the terms of the unsigned Agency Agreements (except the bonus clause), that defendants accepted those terms by conduct (including payment of the stated retainer), and that plaintiffs provided services during the relevant periods; accordingly defendants were liable to pay the agreed monthly retainer fees for the claimed periods with contractual interest and costs.

Court Disposition

Judgment for the plaintiffs in both actions. Defendants liable to pay unpaid retainer fees and contractual interest; costs ordered nisi in favour of plaintiffs.

Orders

  • HCA1572/2003: Judgment for Bates Hong Kong Limited against Cash Assets Limited and Pricerite Stores Limited in the sum of HK$1,383,226 with interest at 1.5% per month from date of writ until judgment and thereafter at judgment rate.
  • HCA1675/2003: Judgment for Bates China Limited against Cash Assets Limited and Pricerite Group Limited for HK$1,053,500 with interest at 1.5% per month from date of writ until judgment and thereafter at judgment rate.