CAIDAO CAPITAL LTD v. HARMEN CHRISTIAAN OVERDIJK AND OTHERS

CAIDAO CAPITAL LTD v. HARMEN CHRISTIAAN OVERDIJK AND OTHERS

Monthly HK$100,000 payments were wages/commission; parties validly varied TFRS revenue split to 80/20 effective 1 Jan 2016; there was no consensus that entitlement to TFRS would be lost if an audit was not 'passed'; the Complyport/S2-related audit was not sufficiently independent to defeat TFRS entitlements; Overdijk was entitled to claim constructive dismissal for non-payment; AIC is entitled to HK$316,000 under the agreed payment schedule; plaintiff's claims for repayment of monthly payments and other alleged losses fail; further limited hearing is required to resolve defendants' quantum given inadequate pleaded particulars.

Citation
[2026] HKCFI 1326
Parties
Plaintiff: Caidao Capital Limited; 1st Defendant: Harmen Christiaan Overdijk; 2nd Defendant: Lodewijk Lamaison Van Den Berg; 3rd Defendant: Asia Independent Capital Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
6 March 2026
Case Number
HCA2114/2017
Procedural Posture
Employment Dispute / Judgment (post Trial)
Outcome
Plaintiff's claims dismissed; judgment entered for AIC against CCL for HK$316,000 with interest order nisi; further hearing ordered to determine precise relief on 1st and 2nd Defendants' counterclaim; costs order nisi in favour of defendants; defendants' summons allowed with costs to CCL to be taxed if not agreed.
Legal Topics
Constructive Dismissal, Remuneration/commission, Variation of Contract, Audits and Independence, Quantum of Damages
Source Language
EN
Employment Law Contract Law Regulatory Compliance Constructive Dismissal Remuneration/commission Variation of Contract Audits and Independence Quantum of Damages

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 9 Party arguments 2 Amounts and remedies 10
Sign in to unlock

Parties

Caidao Capital Limited

Plaintiff

Harmen Christiaan Overdijk

1st Defendant

Lodewijk Lamaison Van Den Berg

2nd Defendant

Asia Independent Capital Limited

3rd Defendant

Procedural Posture

Employment Dispute / Judgment (post Trial)

Legal Issues

  1. 1 Whether the monthly HK$100,000 payments constituted wages
  2. 2 Whether the revenue share (TFRS) was validly varied from 90/10 to 80/20 effective 1 Jan 2016
  3. 3 Whether payment of TFRS was made conditional on passing an independent audit

Ratio Decidendi

Monthly HK$100,000 payments were wages/commission; parties validly varied TFRS revenue split to 80/20 effective 1 Jan 2016; there was no consensus that entitlement to TFRS would be lost if an audit was not 'passed'; the Complyport/S2-related audit was not sufficiently independent to defeat TFRS entitlements; Overdijk was entitled to claim constructive dismissal for non-payment; AIC is entitled to HK$316,000 under the agreed payment schedule; plaintiff's claims for repayment of monthly payments and other alleged losses fail; further limited hearing is required to resolve defendants' quantum given inadequate pleaded particulars.

Court Disposition

Plaintiff's claims dismissed; judgment entered for AIC against CCL for HK$316,000 with interest order nisi; further hearing ordered to determine precise relief on 1st and 2nd Defendants' counterclaim; costs order nisi in favour of defendants; defendants' summons allowed with costs to CCL to be taxed if not agreed.

Orders

  • Defendants' Summons allowed; order nisi that costs of and occasioned by that Summons be payable by the Defendants to CCL, to be taxed if not agreed