CHAMPION CONCORD LTD AND ANOTHER v. LAU KOON FOO AND ANOTHER

CHAMPION CONCORD LTD AND ANOTHER v. LAU KOON FOO AND ANOTHER

Clause 16 was not triggered because the required preconditions (a DLO decision refusing consent and a purchaser's contest of that decision on or before the Long Stop Date) had not occurred; therefore Clause 15 operated and the sale and purchase was automatically cancelled at the Long Stop Date. The court must give effect to the clear contractual language and cannot rewrite the Settlement Agreement despite equitable arguments.

Citation
CHAMPION CONCORD LTD AND ANOTHER v. LAU KOON FOO AND ANOTHER
Parties
1st Plaintiff (purchaser): Champion Concord Ltd.; 2nd Plaintiff (purchaser): Craigside Investments Ltd.; 1st Defendant (vendor) / Plaintiff in HCCL 5 of 2010: Lau Koon Foo; 2nd Defendant (administrative Authority): District Lands Officer, Sai Kung
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
22 June 2010
Case Number
HCCL1/2010
Procedural Posture
Commercial Actions (hccl 1/2010 and HCCL 5/2010) Involving Cross Order 86 Applications / Hearing on Cross Applications for Summary Relief; Judgment on Construction of Mediation Settlement Agreement (final Decision on Applications)
Outcome
HCCL 1 of 2010: plaintiffs' Order 86 dismissed and action struck out. HCCL 5 of 2010: orders in favor of Mr Lau for declaratory relief and return of deposit subject to assessment/set-off for damages/mesne profits; costs awarded as specified.
Legal Topics
Settlement Agreement Construction, Specific Performance, Automatic Cancellation Clause, District Lands Office Consent, Mesne Profits and Damages, Costs and Taxation
Source Language
EN
Contract Law Property Law Civil Procedure Administrative Law Settlement Agreement Construction Specific Performance Automatic Cancellation Clause District Lands Office Consent +2 more

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Parties

Champion Concord Ltd.

1st Plaintiff (purchaser)

Craigside Investments Ltd.

2nd Plaintiff (purchaser)

Lau Koon Foo

1st Defendant (vendor) / Plaintiff in HCCL 5 of 2010

District Lands Officer, Sai Kung

2nd Defendant (administrative Authority)

Procedural Posture

Commercial Actions (hccl 1/2010 and HCCL 5/2010) Involving Cross Order 86 Applications / Hearing on Cross Applications for Summary Relief; Judgment on Construction of Mediation Settlement Agreement (final Decision on Applications)

Legal Issues

  1. 1 Whether Clause 16 of the Settlement Agreement was triggered so as to create an Extended Period
  2. 2 Whether the sale and purchase agreement was 'automatically cancelled' under Clause 15 by the Long Stop Date
  3. 3 Whether specific performance remained available to the purchasers

Ratio Decidendi

Clause 16 was not triggered because the required preconditions (a DLO decision refusing consent and a purchaser's contest of that decision on or before the Long Stop Date) had not occurred; therefore Clause 15 operated and the sale and purchase was automatically cancelled at the Long Stop Date. The court must give effect to the clear contractual language and cannot rewrite the Settlement Agreement despite equitable arguments.

Court Disposition

HCCL 1 of 2010: plaintiffs' Order 86 dismissed and action struck out. HCCL 5 of 2010: orders in favor of Mr Lau for declaratory relief and return of deposit subject to assessment/set-off for damages/mesne profits; costs awarded as specified.

Orders

  • HCCL 1 of 2010: Order 86 summons dated 9 February 2010 is dismissed
  • HCCL 1 of 2010: The action is struck out