EDWIN JOHN PHILLIPS v. SA SA INTERNATIONAL HOLDINGS LTD.

EDWIN JOHN PHILLIPS v. SA SA INTERNATIONAL HOLDINGS LTD.

The Court refused to strike out the Re-Amended Statement of Claim because, on the assumed facts and consistent with the earlier unappealed judgment granting leave to re-amend, an estoppel preventing reliance on the entire agreement clause is arguable and rectification/mistake is an inferable and arguable plea; the strike-out application was therefore dismissed and the Defendant ordered to pay costs.

Citation
EDWIN JOHN PHILLIPS v. SA SA INTERNATIONAL HOLDINGS LTD.
Parties
Plaintiff (original Action): Edwin John Phillips; Defendant (original Action): SA SA International Holdings Limited; Plaintiff (counterclaim): SA SA International Holdings Limited; 1st Defendant (counterclaim): Edwin John Phillips; 2nd Defendant (counterclaim): Barry Richard Wain
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
8 November 2002
Case Number
HCA5190/2001
Procedural Posture
Contract Dispute Concerning Share Purchase, Estoppel and Rectification / Strike Out Application — Judgment on Strike Out of Re Amended Statement of Claim (8 November 2002)
Outcome
Application dismissed; Re-Amended Statement of Claim not struck out
Legal Topics
Entire Agreement Clause, Parol Evidence Rule, Strike Out Application, Costs, Implied Promise, Concealment of Agreement
Source Language
EN
Contract Equitable Estoppel Rectification/mistake Civil Procedure Pleadings Entire Agreement Clause Parol Evidence Rule Strike Out Application +3 more

Case Brief

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Parties

Edwin John Phillips

Plaintiff (original Action)

SA SA International Holdings Limited

Defendant (original Action)

SA SA International Holdings Limited

Plaintiff (counterclaim)

Edwin John Phillips

1st Defendant (counterclaim)

Barry Richard Wain

2nd Defendant (counterclaim)

Procedural Posture

Contract Dispute Concerning Share Purchase, Estoppel and Rectification / Strike Out Application — Judgment on Strike Out of Re Amended Statement of Claim (8 November 2002)

Legal Issues

  1. 1 Whether the estoppel pleaded can operate to prevent reliance on an entire agreement clause and thereby allow extraneous evidence of an overall agreement
  2. 2 Whether a specific promise not to rely on contractual rights must be pleaded to establish estoppel in these circumstances
  3. 3 Whether the plea of common mistake/rectification is sufficiently pleaded against the Defendant and its solicitors

Ratio Decidendi

The Court refused to strike out the Re-Amended Statement of Claim because, on the assumed facts and consistent with the earlier unappealed judgment granting leave to re-amend, an estoppel preventing reliance on the entire agreement clause is arguable and rectification/mistake is an inferable and arguable plea; the strike-out application was therefore dismissed and the Defendant ordered to pay costs.

Court Disposition

Application dismissed; Re-Amended Statement of Claim not struck out

Orders

  • Application dismissed
  • Defendant to pay costs of and occasioned by this application to the Plaintiff forthwith; such costs to be taxed if not agreed