A-MAYSON DEVELOPMENT CO LTD v. BETTERFIT LTD

A-MAYSON DEVELOPMENT CO LTD v. BETTERFIT LTD

The purchaser was entitled to rescind before completion: the sub‑vendor breached the contractual obligation in clause 9(b) by failing to deliver all deeds/documents required to prove title by the stipulated date and the undisputed risk from the unauthorised re‑partitioning (8 shops vs permitted 5) constituted a fundamental title issue which the vendor could not cure before completion; accordingly the purchaser's counterclaim for return of the deposit succeeds and the vendor's action is dismissed.

Citation
A-MAYSON DEVELOPMENT CO LTD v. BETTERFIT LTD
Parties
Plaintiff / Sub‑vendor: A-Mayson Development Company Limited; Defendant / Purchaser: Betterfit Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
23 November 1992
Case Number
HCA7293/1990
Procedural Posture
Sale of Land / Sub‑sale Contract / High Court Judgment
Outcome
Action dismissed; purchaser's counterclaim for return of deposit allowed.
Legal Topics
Title Defects, Requisitions on Title, Rescission, Deposit Forfeiture, Completion, Solicitor's Undertakings
Source Language
EN
Property Law Contract Law Conveyancing Title Defects Requisitions on Title Rescission Deposit Forfeiture Completion +1 more

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Parties

A-Mayson Development Company Limited

Plaintiff / Sub‑vendor

Betterfit Limited

Defendant / Purchaser

Procedural Posture

Sale of Land / Sub‑sale Contract / High Court Judgment

Legal Issues

  1. 1 Whether a purchaser who raises objections to title must wait until the completion date before calling off the contract or may rescind earlier
  2. 2 Whether the facts of this case entitled the purchaser to rescind before completion
  3. 3 Whether the vendor was entitled to forfeit the purchaser's deposit

Ratio Decidendi

The purchaser was entitled to rescind before completion: the sub‑vendor breached the contractual obligation in clause 9(b) by failing to deliver all deeds/documents required to prove title by the stipulated date and the undisputed risk from the unauthorised re‑partitioning (8 shops vs permitted 5) constituted a fundamental title issue which the vendor could not cure before completion; accordingly the purchaser's counterclaim for return of the deposit succeeds and the vendor's action is dismissed.

Court Disposition

Action dismissed; purchaser's counterclaim for return of deposit allowed.

Orders

  • Dismissal of plaintiff's claim
  • Return of deposit of HKD 2575000 to the purchaser