LEE LAM v. AU YEUNG KWAN AND OTHERS

LEE LAM v. AU YEUNG KWAN AND OTHERS

The 11 July 2014 Agreement was a binding and enforceable contract; it did not incorporate the asserted oral term or the implied conditions contended for by LL. Section 4, properly construed in its factual context, required transfer of the larger Unit A2 (1/F) and the four units on 13/F of Pahsang to AYK with reconciliation as set out (surplus repayable by AYK). LL breached the Agreement by refusing to execute transfer documents for 2333 Limited and Comforthome by 11 November 2014. The counterclaim and trust/fraud/fiduciary allegations against AYK and Yau failed. Specific performance was ordered together with an account of rents, profits and mortgage repayments; costs were awarded to AYK...

Citation
[2020] HKCFI 3024
Parties
Plaintiff (hca2464); 1st Defendant (hca2473): Au Yeung Kwan; Defendant (hca2464); Plaintiff (hca2473): Lee Lam; 2nd Defendant (hca2473); 2nd Defendant (counterclaim Hca2464): Yau Sai Mo; 3rd Defendant (by Counterclaim Hca2464): New Century Laundry Limited; 4th Defendant (by Counterclaim Hca2464): 7000 Limited; 5th Defendant (by Counterclaim Hca2464); 3rd Defendant (hca2473): 5000 Limited; 6th Defendant (by Counterclaim Hca2464); 4th Defendant (hca2473): 1222 Limited; 7th Defendant (by Counterclaim Hca2464); 5th Defendant (hca2473): 166 Limited; 8th Defendant (by Counterclaim Hca2464); 6th Defendant (hca2473): 863 Limited; 9th Defendant (by Counterclaim Hca2464); 7th Defendant (hca2473): 73 Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
3 December 2020
Case Number
HCA2473/2014
Procedural Posture
Consolidated Civil Actions Concerning Contract, Property and Equitable Relief (specific Performance, Counterclaim) / Judgment at Trial (court of First Instance)
Outcome
Judgment for plaintiff Au Yeung Kwan. The written Agreement dated 11 July 2014 declared binding and specifically enforceable; counterclaim by Lee Lam dismissed.
Legal Topics
Specific Performance, Constructive Trust, Repudiation, Misrepresentation, Unjust Enrichment, Accounting of Rents and Profits, Costs
Source Language
EN
Contract Law Equity and Trusts Property Law Fiduciary Duties Civil Procedure Specific Performance Constructive Trust Repudiation +4 more

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Parties

Au Yeung Kwan

Plaintiff (hca2464); 1st Defendant (hca2473)

Lee Lam

Defendant (hca2464); Plaintiff (hca2473)

Yau Sai Mo

2nd Defendant (hca2473); 2nd Defendant (counterclaim Hca2464)

New Century Laundry Limited

3rd Defendant (by Counterclaim Hca2464)

7000 Limited

4th Defendant (by Counterclaim Hca2464)

5000 Limited

5th Defendant (by Counterclaim Hca2464); 3rd Defendant (hca2473)

1222 Limited

6th Defendant (by Counterclaim Hca2464); 4th Defendant (hca2473)

166 Limited

7th Defendant (by Counterclaim Hca2464); 5th Defendant (hca2473)

863 Limited

8th Defendant (by Counterclaim Hca2464); 6th Defendant (hca2473)

73 Limited

9th Defendant (by Counterclaim Hca2464); 7th Defendant (hca2473)

Procedural Posture

Consolidated Civil Actions Concerning Contract, Property and Equitable Relief (specific Performance, Counterclaim) / Judgment at Trial (court of First Instance)

Legal Issues

  1. 1 Whether the written Agreement dated 11 July 2014 was legally binding or a preliminary/incomplete agreement
  2. 2 Whether an oral term requiring simultaneous exchange of transfer documents formed part of the Agreement
  3. 3 Whether implied terms (authority from 4 friends; agreed reconciliation before transfers) form part of the Agreement

Ratio Decidendi

The 11 July 2014 Agreement was a binding and enforceable contract; it did not incorporate the asserted oral term or the implied conditions contended for by LL. Section 4, properly construed in its factual context, required transfer of the larger Unit A2 (1/F) and the four units on 13/F of Pahsang to AYK with reconciliation as set out (surplus repayable by AYK). LL breached the Agreement by refusing to execute transfer documents for 2333 Limited and Comforthome by 11 November 2014. The counterclaim and trust/fraud/fiduciary allegations against AYK and Yau failed. Specific performance was ordered together with an account of rents, profits and mortgage repayments; costs were awarded to AYK...

Court Disposition

Judgment for plaintiff Au Yeung Kwan. The written Agreement dated 11 July 2014 declared binding and specifically enforceable; counterclaim by Lee Lam dismissed.

Orders

  • Order that the Agreement of 11 July 2014 be specifically performed by the parties and carried into execution
  • Order that an account be taken of rents and profits received by AYK and LL (or by entities on their behalf) in respect of the properties to be transferred and of mortgage repayments made; parties to agree directions for the account and submit within 14 days, failing which each party to lodge proposed directions...