WAN YUNG HING v. FOREVER GRAND INDUSTRIAL LTD

WAN YUNG HING v. FOREVER GRAND INDUSTRIAL LTD

The court accepted the plaintiff's credible evidence, found an oral contract was concluded at the turn of 2014/2015 with the agreed terms (HK$11m first, transfer of share, HK$14m balance payable after transfer), found Lun had authority confirmed by Liang, found the plaintiff paid HK$11m and the defendant breached by failing to transfer, rejected the defendant's unpleaded incompleteness defence and ordered specific performance with an equitable lien to secure the unpaid balance as plaintiff was ready and willing to pay.

Citation
[2023] HKCFI 3141
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
4 December 2023
Case Number
HCA85/2021
Procedural Posture
Contract Specific Performance / Judgment (trial)
Outcome
Judgment for plaintiff: specific performance granted
Legal Topics
Specific Performance, Authority of Agent, Pleadings and Unpleaded Issues, Adverse Inference, Unjust Enrichment, Equitable Lien
Source Language
EN
Contract Equity Civil Procedure Evidence Specific Performance Authority of Agent Pleadings and Unpleaded Issues Adverse Inference +2 more

Case Brief

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Procedural Posture

Contract Specific Performance / Judgment (trial)

Legal Issues

  1. 1 Whether an oral agreement for sale of one share at HK$25 million existed
  2. 2 Whether Lun had authority to bind the defendant
  3. 3 Whether the oral agreement contained the payment terms (HK$11m first, HK$14m balance after transfer)

Ratio Decidendi

The court accepted the plaintiff's credible evidence, found an oral contract was concluded at the turn of 2014/2015 with the agreed terms (HK$11m first, transfer of share, HK$14m balance payable after transfer), found Lun had authority confirmed by Liang, found the plaintiff paid HK$11m and the defendant breached by failing to transfer, rejected the defendant's unpleaded incompleteness defence and ordered specific performance with an equitable lien to secure the unpaid balance as plaintiff was ready and willing to pay.

Court Disposition

Judgment for plaintiff: specific performance granted

Orders

  • Defendant to execute all requisite documents to effect transfer of the Share in Well Chance Limited to the plaintiff
  • After transfer of the Share to the plaintiff, the plaintiff shall pay the Balance of HK$14,000,000 to the defendant forthwith