HUNING IMPORT & EXPORT CO LTD v. HUNING LTD

HUNING IMPORT & EXPORT CO LTD v. HUNING LTD

On the balance of credible contemporaneous evidence and witnesses the court found that a concluded Verbal Agreement was reached at the June 8, 2008 meeting on terms including asset valuations, the one-fifth principle, share transfers and procedural steps; the post-agreement conduct (share transfers, resignations, HL's use of carparks) constituted part performance entitling the plaintiff to specific performance against the defendant siblings; conversely, on the debt claim the court found the inter-company liability reflected family bookkeeping and there was no intention of repayment at arms length, so the debt claim was dismissed.

Citation
[2018] HKCFI 611
Parties
Plaintiff (hca 1419/2011): Chan Chung Yee; 1st Defendant (hca 1419/2011): Chan Wah Cho, Joe; 2nd Defendant (hca 1419/2011): Chan Wah Chui; Plaintiff (hca 1228/2014): Huning Import & Export Company Limited; Defendant (hca 1228/2014): Huning Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
20 March 2018
Case Number
HCA1228/2014
Procedural Posture
Civil Contractual and Equitable Relief; Inter Company Debt / Trial Judgment
Outcome
HCA 1419/2011: Judgment for plaintiff Chan Chung Yee; HCA 1228/2014: Claim by Huning Import & Export dismissed.
Legal Topics
Specific Performance, Part Performance, Oral Agreement, Enforceability Against Third Parties, Inter Company Debt, Witness Credibility, Valuation, Estoppel, Unilateral Mistake
Source Language
EN
Contract Equity Company Law Property Civil Procedure Specific Performance Part Performance Oral Agreement +6 more

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Parties

Chan Chung Yee

Plaintiff (hca 1419/2011)

Chan Wah Cho, Joe

1st Defendant (hca 1419/2011)

Chan Wah Chui

2nd Defendant (hca 1419/2011)

Huning Import & Export Company Limited

Plaintiff (hca 1228/2014)

Huning Limited

Defendant (hca 1228/2014)

Procedural Posture

Civil Contractual and Equitable Relief; Inter Company Debt / Trial Judgment

Legal Issues

  1. 1 Whether a binding oral agreement (the Verbal Agreement) was concluded between the siblings and on what terms
  2. 2 Whether part performance occurred such that specific performance of an oral agreement is available
  3. 3 Whether orders requiring the defendants to procure a non-party company to transfer property are permissible

Ratio Decidendi

On the balance of credible contemporaneous evidence and witnesses the court found that a concluded Verbal Agreement was reached at the June 8, 2008 meeting on terms including asset valuations, the one-fifth principle, share transfers and procedural steps; the post-agreement conduct (share transfers, resignations, HL's use of carparks) constituted part performance entitling the plaintiff to specific performance against the defendant siblings; conversely, on the debt claim the court found the inter-company liability reflected family bookkeeping and there was no intention of repayment at arms length, so the debt claim was dismissed.

Court Disposition

HCA 1419/2011: Judgment for plaintiff Chan Chung Yee; HCA 1228/2014: Claim by Huning Import & Export dismissed.

Orders

  • See orders array