DR FRANKLIN LI AND ANOTHER v. CROCUS PROPERTY INC

DR FRANKLIN LI AND ANOTHER v. CROCUS PROPERTY INC

Although the parties intended the Confirmation of Instruction to be binding, the agreement lacked agreement on essential terms — notably a Sub-Deed of Mutual Covenant between vendor and sub-purchasers and an ascertainable method for calculating gross area (and thus price). Those matters remained subject to further negotiation and rendered the purported contract unenforceable for uncertainty; specific performance was refused and registration vacated.

Citation
DR FRANKLIN LI AND ANOTHER v. CROCUS PROPERTY INC
Parties
1st Plaintiff: Dr. Franklin Li; 2nd Plaintiff: Ariella Estates Limited; 1st Plaintiff: Dr. Henrietta Man Hing Ip; 2nd Plaintiff: Madam Mok Wong Fung Yee; 3rd Plaintiff: Dearmost Estates Limited; 4th Plaintiff: Cheuk Fai & Company Limited; Defendant: Crocus Property Inc.
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
5 October 1981
Case Number
HCA4909/1980
Procedural Posture
Contract Sale and Purchase; Specific Performance / Judgment (high Court, 5 October 1981)
Outcome
Claim for specific performance dismissed; registration of the Confirmation of Instruction vacated; Defendant's counterclaim for damages dismissed; costs awarded as described
Legal Topics
Specific Performance, Agreement to Agree, Uncertainty of Terms, Deed of Mutual Covenant, Memorandum in Writing (s.6 Law Amendment and Reform (consolidation) Ordinance), Part Performance, Identification of Property, Remedies
Source Language
EN
Contract Property Equity Civil Procedure Specific Performance Agreement to Agree Uncertainty of Terms Deed of Mutual Covenant +4 more

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Parties

Dr. Franklin Li

1st Plaintiff

Ariella Estates Limited

2nd Plaintiff

Dr. Henrietta Man Hing Ip

1st Plaintiff

Madam Mok Wong Fung Yee

2nd Plaintiff

Dearmost Estates Limited

3rd Plaintiff

Cheuk Fai & Company Limited

4th Plaintiff

Crocus Property Inc.

Defendant

Procedural Posture

Contract Sale and Purchase; Specific Performance / Judgment (high Court, 5 October 1981)

Legal Issues

  1. 1 Whether the Confirmation of Instruction was intended to be a binding contract
  2. 2 Whether all essential terms (notably a Sub-Deed of Mutual Covenant) were agreed
  3. 3 Whether the property and price were sufficiently certain (method of calculating gross area)

Ratio Decidendi

Although the parties intended the Confirmation of Instruction to be binding, the agreement lacked agreement on essential terms — notably a Sub-Deed of Mutual Covenant between vendor and sub-purchasers and an ascertainable method for calculating gross area (and thus price). Those matters remained subject to further negotiation and rendered the purported contract unenforceable for uncertainty; specific performance was refused and registration vacated.

Court Disposition

Claim for specific performance dismissed; registration of the Confirmation of Instruction vacated; Defendant's counterclaim for damages dismissed; costs awarded as described

Orders

  • Registration of the Confirmation of Instruction in the Land Office to be vacated
  • Plaintiffs' claim for specific performance dismissed