FELD INTERNATIONAL INDUSTRIES LTD v. LAU & SONS TEXTILES (INTERNATIONAL) LIMITED CARRYING ON BUSINESS UNDER THE NAME OR STYLE OF TEXTILEHOUSE INTERNATIONAL

bjbj HCA001978/1975 IN THE HIGH COURT OF HONG KONG ACTION NO. 1978 OF 1975 ----------------- BETWEEN FELD INTERNATIONAL INDUSTRIES LIMITED Plaintiff LAU & SONS TEXTILES (INTERNATIONAL) LIMITED carrying on business under the name or style of TEXTILEHOUSE INTERNATIONAL Defendant ----------------- Coram: Li, J. Date of Judgment: Mills-Owens (J.S.M.) for plaintiff Litton Q.C., R. Tong (Woo, Lee, Kwan, & Lo) for defendant ----------------- JUDGMENT ----------------- When Richard Lau wrote the letter dated the 15th May 1974 in Document A-3 to Feld International Industries Ltd. (hereinafter referred to as the plaintiff) he signed in his capacity as director - sales and marketing of Textilehouse International, which was in fact a partnership business with its office at Mohan's Building 14-16 Hankow Road, Kowloon, Cable address 'Citiwortra' and Telex No. HX4839. Richard was one of two partners including his brother Dominic. The two brothers are members of a family which enjoy, as I understand, a good reputation in the denim trade in Hong Kong controlling or associated with a numbering of weaving factories. The plaintiff is an incorporated company of which Hyman Feld is the president and his son Brian is the corporate secretary with business in the textile trade in America and Europe. This letter, followed by exchange of correspondence and a visit by Richard to New York led to two agreements between the plaintiff and Richard for and on behalf of Textilehouse International, Lau and Sons, Havest Weaving Factory, Hip Fung Weaving Factory and the Shun Lee Textile Manufactory in Hong Kong dated 5th July 1974 on terms set out in Document A-4 to A-7 (inclusive) whereby the plaintiff was appointed the sole distributor and agent of the latters' products in the U.S.A. and Canada for a period of five years. On the 13th August 1974 the partnership was incorporated into a limited company under the name of Lau and Sons Textiles (International) Ltd. to take over the business of the partnership. However, the trade name of Textilehouse International, the goodwill, the cable address were retained by the said limited company (hereinafter referred to as the defendant). In addition the defendant also adopted the logo in trade of the partnership. Richard and Dominic were the only two subscribing members and directors at the time. Richard retained his title in the defendant as its director - sales and marketing (see Exhibit G). There is no question that the defendant also adopted and I should say impliedly ratified the distribution and agency agreements (in Document A-4 to A-7) with the plaintiff. On the 8th February 1975 Dominic wrote to the plaintiff in the following terms at Document A-15: " Our agreement of July 5, 1974 was signed with the belief that we would close a couple of big orders in the following months; thus enable us to give you a credit based on the profit of these two orders. However, the orders were unsuccessful and we have to look for other orders so as to open our credit to your firm." Perhaps I should add that on the 8th of August 1974, just before the incorporation of the defendant one Elenda Wu of Textilehouse International gave notice of removal (see Document A-8) to 206 Wing On Mansion, 18-32 Hankow Road to the plaintiff. That was five days before the incorporation yet the plaintiff was never informed of the incorporation. The same trade name of Textilehouse International was still used in the correspondence On the 22nd April 1975 another notice was sent to the plaintiff. This time the defendant moved to 68 Hung To Road. It appears to have been signed by Dominic in his capacity as director of the defendant. It reads: "We wish to inform you that our office has moved for greater premise to:- 68 Hung To Road, 2/Fl., Kwun Tong, Kowloon, Hong Kong. Tel. No.: 3-456933 3-447653 Trusting that this will have your attention, and please mark your records accordingly. We also wish to thank you very much for your gracious support during the past years and hope that our relationship shall continue to develop to our mutual benefit, we remain, Yours faithfully, TEXTILEHOUSE INTERNATIONAL Sgd. Director" Since the agreement of the 5th July 1974 was signed, the plaintiff had placed a fair number of small purchase orders with the partnership and later, with the defendant through Richard. These purchase orders invariably used the trade name Textilehouse International without mentioning in so many words the title of the defendant. Practically all of them were accepted by Richard in his capacity as director - sales and marketing. Goods were shipped and the plaintiff was charged and invoiced in the name of Textilehouse International. I shall not refer to them one by one. These transactions and the form they took are self-evident in Documents E-203 to E-211. There was also a purchase order in Document E-212 for 2,000 yards of denim dated 14th October 1974 and addressed to Textilehouse International which was accepted by Richard. A letter of credit No. AI7507 was opened in favour of Textilehouse International on the 17th October 1974 (Document E-213). On the 14th November 1974, an officer of the defendant, Catherine Lau wrote in the name of Textilehouse International in reference to the purchase order in the following terms:- " We thank you for your Letter of Credit No. AI7507 which at last reached us on November 8, 1974. In order to save time, our forwarder Lep had agreed to back-date the shipment as November 7, 1974 and the actual shipment is despatched on 11.13.74. From this point you should know that we have been doing our utmost to co-operate with you in every respect. Therefore, we hope you will accept our Bill No. 1030/74 upon presentation. Meanwhile, we would like to inform you that we have sent the 71 yards of ID 574A Broken Twill Cotton Denim together with the aforesaid consignment to your Italian Office. Separate invoice have been sent to your office and please send us your draft covering the above in due course." In the same letter, she wrote:- " As a whole, we think that both of us have experienced the inconvenience that occurred since we have not make clear about the documentations beforehand. This trial order really causes loss of time than it should be, but from next time onwards we hope you will give full instructions to us and to Lep about the shipping procedures properly. Right?" Correspondence was maintained between the plaintiff and Richard. Then between 27th April 1975 and 4th May 1975 Brian Feld of the plaintiff visited Hong Kong to investigate and inspect various supply sources of denim in Hong Kong. He met Richard and his family including Dominic. I shall refer in more details about this visit at a later stage as it is a material fact for consideration. Before he left, Brian had a written order (Document E-225) dated 3rd May 1975 for 70,000 yards of denim which was accepted by Richard. Then followed two substantial orders viz:- Purchase Order No. F6311 dated 20th May 1975 for 100,000 yards denim for US$81,000. Purchase Order No. F3627 dated 22nd May 1975 for 300,000 yards denim for US$252,000. These two purchase orders were both addressed to Textilehouse International 32 Hankow Road and were accepted by Richard. Letters of Credit for these orders were opened by way of part transfer (See Document B-118 and B121; B119 and B122 as well as B117 and B120). A total of 188,000 yards of cloth to the total value of US$154,920 were dispatched by Richard in the name of Textilehouse International in purported fulfilment of these two purchase orders. The total sum of US$154,920 had been paid by the plaintiff. On arrival, the cloth so sent were totally different from the previously agreed samples and descriptions as set out in the purchase orders. Hence this action by the plaintiff against the defendant to recover the sum of US$154,920, loss of profits and special expenses. The aforesaid facts are not seriously in dispute. I find them as well supported by documents and satisfactorily proved. It remains for me to mention that the parties have agreed that the plaintiff may use the samples attached to the survey report (Documents 123A, 124A and 125A) without strict proof, that the blue sample attached to the top of Document B-123A was the sales sample for the cloth ordered in the two purchase orders - subject matter of this action - and that the other samples attached to Documents 123A, 124A and 125A were the cloth actually shipped to the plaintiff. Having read the report and having compared the samples I am satisfied that the cloth sent to the plaintiff in purported performance of the two purchase orders were nowhere near the type of cloth the plaintiff contracted to purchase. The plaintiff's case is that the two purchase orders were accepted by the defendant through its director - sales and marketing in its trade name Textilehouse International. As such the defendant should be responsible. The defence case is that the two purchase orders were accepted by Richard on behalf of his wife Ogata or in his own behalf as principal. Alternatively Richard had no authority to accept the two purchase orders on behalf of the defendant. It is further alleged that the plaintiff should have been put on inquiry having regard to the facts that the purchase orders were addressed to the old address of the defendant and the letters of credit were required to be opened through a bank other than the defendant's banker, that the defendant's formal title were not used and that the documents sent to the plaintiff indicated that the defendant was not a party to the contract. I do not find that there is any evidence or sufficient evidence to show that Richard either represented to the plaintiff that he was contracting with the plaintiff on behalf of his wife Ogata or on his own behalf as principal. On the contrary he accepted the two purchase orders B-83 and B-85 in his capacity as director of Textilehouse International. The only issue in this case is therefore whether he had authority to bind the defendant to these two contracts in the circumstances. With reference to this issue I have to take into consideration that the distribut or and agency agreements were signed by Richard as a partner of Textilehouse International. These agreements together with the rider of extension were adopted by the defendant since its incorporation on the 13th August 1974. The rider (Document A-16) dated 8th April 1975 was executed by Richard in his capacity as director - sales and marketing of Lau and Sons and witnessed by Catherine Lau an officer of the defendant. I also refer to the letter in Document A-15. This was signed by Dominic as director of Textilehouse International. Dominic could only sign as director of Textilehouse International of the defendant because by that time the partnership business had ceased (See Document D-184). Otherwise what Dominic did would have amounted to a fraudulent misrepresentation. But I do not think Dominic misrepresented himself at all. When Dominic wrote he did so for the defendant referring to the terms of the two agreements. There are considerable number of documentary evidence showing that up to May 1975 the plaintiff had placed orders with the defendant in the name of Textilehouse International only through Richard and such orders were invariably honoured by the defendant. I shall not repeat myself. However, I have to consider the defence evidence. The only witness called by the defence is Dominic Lau. The gist of his evidence is that as director - sales and marketing, Richard has no authority to sign any contract exceeding HK$100,000 in value, Richard had resigned as from the 1st May 1975 and he produces what purports to be minutes of the defendant's general meetings in support. He denies knowledge of the two purchase orders which had not been signed by him. He says that the defendant never had any of the documents exhibited in Documents A-18 to A-68 (inclusive) in the company files. Finally he says that Brian Feld, on the latter's visit to Hong Kong in April/May 1975, never told him the purpose of the visit or that plaintiff intended to place substantial orders. I find the evidence of Dominic unreliable. His account of his so-called casual and social conversations with Brian Feld during the latter's visit strikes me as most unconvincing. He was the managing director of the defendant at the material time. He knew Brian Feld was a representative of the plaintiff with which defendant had a five years' agreement appointing the plaintiff as its distributor and agent in America and Western Europe. Yet he claims he knew nothing of the purpose for Brian Feld's visit. I only need to quote the following of Dominic's evidence in cross-examination: Assume your company anxious for orders to be placed with it? Of course. So when had 10 minutes conversation with Brian at Hung To Road, what asked him? After exchange of card, social chatting. What were you chatting? I can't remember, at the time we just moved in and things in state of confusion. Besides I did not know purpose of Brian's visit. Asked him? I don't think proper to ask him. Normal? If he had intention to do business with us I still have chance to meet him. If he had an order in mind he should take initiative to visit. What did you say to him in the 10 minutes? Mostly Richard talked to him. You talked to him for 10 minutes? No. Only said Brian stayed in office for 10 minutes. This first meeting between you, managing director and the representative of plaintiff, appointed distributor for U.S.A., Canada and Europe, and you say only social chat with him? Yes. In fact large orders placed shortly after this - subject matter of these proceedings? I want to know when they placed order. Plaintiff placed orders in mid May, Brian knew big order in pipe line, inconceivable just content in social chat with you? In fact I was surprised that Brian did not approach me again and talk business. You told a pack of lies? I have told the truth. You wrote on 8/2/75 because annoyed no large order came? Yes. Why not ask Brian? When he arrived we were anxious to have orders. But couldn't abruptly ask he at first meeting. Why not ask for meeting to discuss it? I did not know purpose of his visit. I did not regard him as a potential buyer. That's because it's Richard's province to deal with orders and content to leave to Richard? Correct. Knew Brian's purpose visit? No. Had I known he placing order with us I would have rushed to his hotel. On this point I accept the evidence of Brian Feld that he told Dominic the purpose of his visit and that he (Brian) was expecting a few substantial orders and that he would like to inspect the defendant's facilities as to fulfilling the plaintiff's orders. I do not find that Dominic, in his position, could afford to adopt such an arrogant attitude that he stood aloof to a potential purchaser. Judging from his demeanour and his answers to questions I am satisfied that Dominic has not told the truth. Perhaps Dominic has a reason for lying. Had he admitted knowing the purpose of Brian Feld's visit he would find it hard to explain why he had not informed Brian Feld of Richard's resignation which, according to Dominic, occurred earlier the same evening; or to tell Brian that Richard's authority to conduct business was limited by resolution of the defendant's company meeting. Be that as it may, I am of the opinion that irrespective whether Dominic knew of Brian Feld's intention he should inform Brian of Richard's impending resignation or limit of authority. The reason is obvious. The plaintiff had been dealing with the defendant for months albeit at a limited scale pursuant to a subsisting agreement. When Richard left someone else would have to take his place in the defendant's dealing with the plaintiff. I do not believe any businessman who is worth anything allow a business potential lapse. I am also dubious of the veracity of the so-called minutes of the defendant's company meetings. On the face of it Dominic was appointed managing director of the defendant. Yet he can't point out a single document in this case referring to him as such. Even the personal card produced by him (Exhibit 1) merely describes him only as director - administration. Again, where the minutes purports to show that three more directors including one Mr. Lau Ming Chai had been appointed on 28th April 1975, no return was made to the Company Registry until the 11th June 1975. Even then the return did not include the appointment of the other two appointees, Lau Shuet Chun or Lau Shu Chu. This is shown in Exhibit K-7. In the column recording the change in Exhibit K-7 Richard was alleged to have resigned on the 3rd June 1975 and Lau Ming Chai not appointed until the 3rd June 1975. Either the minutes are false or the return (Exhibit K-7) made to the Company Registry and signed by Dominic is false. If the minutes are true then the defendant has contravened the provisions of Section 158(2) of the Companies Ordinance. Further, the return to the Companies Registry and filed on the 9th May 1975 (Exhibit K-6) shows that Lau Ming Chai and Lau Shuet Chun were not shareholders of the defendant until the 29th April 1975. Nor were they officers of the defendant. As such they had no standing to attend the general meeting of the defendant on the 28th April 1975. Richard's letter of resignation (Exhibit C-188) is dated 6th June 1975. This is in director conflict with the contents in the minutes dated the 28th April 1975. In view of the foregoing I can place no reliance whatsoever on the so-called minutes in Exhibit J which, I find, is Dominic's fabrication to enable the defendant to disown Richard's misdeeds so as to evade liability. It is never a true record of the defendant's company meetings. Exhibit J was not even disclosed in the list of documents. Referring to Richard's presence in the defendant's office after the 1st May 1975 and the correspondence addressed to the defendant being dealt with by Richard (Documents A-18 to A-68, inclusive) Dominic said in cross-examination:- You say as from 1st May 1975 Richard ceased to have connection with Company? Ever came back to office? Can't remember. When I said he did not return to the office I meant he did not return to work. Who received cables addressed to your Company? A messenger in name of Simon. What did he do with them? Pass them on to our secretary - Catherine Lau. Cables? Same. Purchase orders? Those by post dealt with in way aforesaid. What would she do? Would give it to me. A lot of documents address to Hung To Road after Richard left, what happened to them? We never received them. I checked carefully with solicitor. Look at P.191, dated 23rd April 1975 addressed to Citiwortra - did not receive that? Puzzling because this is one supplied by your solicitor in agreed bundle? This cable sent to Wing on Building while we were moving. We might get it but not to my knowledge. I could have seen it but forgot about it. Now I say I received it. This you received four days prior to Brian's arrival? Yes. Look at (P.18, A, B and C); 18A dated 6th May 1975 invoice from your company to plaintiff. 18B dated 30th April 1975 Export licence. At P.217, 218 and 219. Purchase Orders sent to Hung To Road address 7/5, 15/5 and 16/5 each accepted by Richard Lau. How did these mysteriously disappear? This is first time I see these documents. To Court: All six of these documents. The three purchase orders sent to new address why not have seen them? My answer can only be in the form of a supposition. All three Purchase Orders signed by Richard? Yes. Look at P.19, letters and cables sent to your new address, P.21 addressed to Citiwortra, P.22, similarly addressed cable P.23 another cable, P.27, cable any explanation to give? It was Richard who employed this messenger. All the receipt and dispatch of letters through this messenger. Richard on good terms with him. He left in July. He stole these letters? That's my explanation. As can be observed, throughout the month of May and June Richard was still handling correspondence and orders between the plaintiff and Textilehouse International irrespective of whether the plaintiff addressed them to the Hung To Road office of the defendant or to 32 Hankow Road. In some documents the official title of the defendant were crossed out and in some not. Dominic's answer relating to the defendant having possession of some of them can only be described as shifty. Perhaps only two of Dominic's answers are more reliable and they are:- You are content to let Richard have complete control over all aspects of sales and marketing? Yes. In dealing with plaintiff you content to let Richard act as if Company's Managing Director? His card marked director - sales and marketing. In view of the foregoing I find in fact and in law that Richard had actual authority to act on behalf of the defendant in dealings with the plaintiff up to at least the 11th June 1975. Richard was up to the early part of June 1975 one of two directors. His office with the defendant was that of director - sales and marketing. As such he must have authority to sell the defendant's products which he purported to do in his dealings with the plaintiff. I see no justification in the argument that his authority was limited to promotional sales. Even if I am wrong in holding that Richard had actual authority, I am of the opinion that the defendant had held out Richard to have such authority. In short, I find that to the plaintiff Richard had ostensible authority. Right from the start Richard obtained the contract with the plaintiff for and on behalf of the partnership. When the defendant was incorporated it took over the business of the partnership and adopted the said agreements. Although a bit reluctant Dominic had to admit, in cross-examination, that the defendant used the trade name "Textilehouse International" when he was confronted with Document 186. A few mere of Dominic's answers in cross-examination will prove the point:- P.8, removal notice, signed by Elanda Wu, why sent to plaintiff? At first Company in Mohan Building, then changed to Hankow Road. Because at the time plaintiff your customer? Yes. See P.204, sample order accepted by Richard, had authority to do so? He had. See P.205, your defendant Company's invoice for sample goods? Yes. Samples sent on strength of order accepted by Richard? Yes. No dispute as to his authority? A round chop initiated by Elanda Wu? Yes. P.206 and P.207, similar invoices? Yes. The round chop is stamp of defendant Textilehouse International? Yes. On P.207 stamp chop of Textilehouse International over signature of Elanda Wu? Yes. She's not in fact a director? Large number of sample purchase orders placed and accepted for defendant by Richard? Yes. You do not dispute Richard's authority so to accept? Correct. Nor dispute his authority to write on defendant Company's behalf in all correspondence included in these bundles? Depends on which one. Pp. 9, 10, 11? No dispute. Up to this stage all letters headed with Textilehouse International and not mention of defendant company's name? Right. Why was it that Richard did correspondence and accept orders for defendant company? We got this customer as result of Richard's visit to States. From that time onwards though our clerk kept file, correspondence referred to Richard. You knew that? Yes. You appreciated that so far as plaintiff concerned the defendant's representative was Richard? Yes. See P.212, this is larger order for 2,000 yards by plaintiff to defendant? Yes. Accepted by Richard for defendant and you accepted Richard's authority to do so? Right. Defendant performed contract and cashed Letter of Credit for it? Yes. Even when Dominic wrote to the plaintiff on the 6th February 1975 on behalf of the defendant at Document A-15 he used the same trade name only. His answers are significant though I do not accept his explanation as to why he continued to use the trade name alone. On whose behalf you wrote P.15? Lau & Sons Textiles International Ltd. That's defendant? Right. Yet no reference to defendant? Used old letter papers after moving to save printing costs. At time of registration name Textilehouse International put under name of 'Ltd. Co.' whether clerk include defendant name in letter I was not sure. Whenever I used name Textilehouse International that ought be treated as under 'Ltd. Co.'. You signed without 'Ltd. Co.'? Treated as under Ltd. Co. i.e. T.I. under Ltd. Co. In fact whichever name we used people knew it was under the 'Ltd. Co.'. Dominic agreed that at no stage was it suggested that Richard had no authority. Nor was Brian Feld told of Richard's lack of authority or resignation. Throughout the months of May and June 1975 Richard was allowed to correspond with the plaintiff in defendant's trade name Textilehouse International and to accept the plaintiff's purchase orders particularly the two of them, the subject matter of this action, in the name of Textilehouse International. Even near the end of June 1975 when the three shipments of cloth were sent to the plaintiff Richard was allowed to use the defendant's invoice forms albeit with the official name and address of the defendant amended. But the packing list were typed on the forms used by the defendant up to May 1975. Further on all the invoices and the packing lists (P.87-95; P.97-103 and P.105-109) were stamped by the rubber stamps normally used by defendant. These were the papers together with the bills of lading that enabled Richard to draw on the letters of credit. If these are not sufficient to show that Richard had ostensible authority then any person can hold another person out as his agent with absolute immunity. It is contended that a change of banker to the Wing On Bank, the lapse of cable address and sudden change of address should put the plaintiff to inquiry. However, Dominic in cross-examination admits that there is nothing unusual in the business world to change a banker. Allowing the cable address to lapse was due to no one's fault except that of the defendants. In any event it provided Richard an opportunity to put up an alternative cable and telex address for communication by telex on the 20th May 1975 when he was still the defendant's director. When Brian Feld was in Hong Kong up to the 4th May 1975 the defendant was still moving from Hankow Road to Hung To Road. Everything in Hung To Road was not yet well organised. This was admitted by Dominic in evidence. I do not find it unreasonable for the plaintiff to assume that the defendant was still retaining the old office at Hankow Road on the 20th May 1975 when he received Richard's telex - at Document A-31. One further matter is of significance. Throughout its dealings with the plaintiff the defendant was careful to advise the plaintiff of any change of address. Yet when Richard resigned on the 6th June 1975 and a return was filed with the Company Registry the plaintiff was not informed of these important changes. The publication of Richard's resignation in Documents 189-190 is totally irrelevant. Though dated 1st May 1975 it was in fact published on 8th August 1975, as I am given to understand. I accept the proposition of the law as cited to me by counsel for the defence. The law relating to liability of companies for the acts of its officers are succintly put in Professor Gower's Principle of Modern Co. Law P.153-166. It is not necessary to repeat them in detail. In conclusion I find that although the plaintiff had been dealing with Richard in the trade name of Textilehouse International yet the defendant at some stage after its incorporation took over the business as its own in the same trade name. In addition, for a period of months, the defendant dealt with the plaintiff in the same way through its officer Richard who had actual authority up to the 3rd June 1975. By this time Richard had accepted the two purchase orders the subject matter of this action. The plaintiff had opened irrevocable letters of credit in favour of Textilehouse International. This was synonimous with the defendant. Indeed in the words of Dominic whenever he used the name Textilehouse International that ought to be treated as under the Ltd. Co. - the defendant. Thus before Richard actually resigned the plaintiff had been put beyond locus penitentiae. In this way defendant is liable. Even if I am wrong I further find that to the plaintiff Richard had been clothed with ostensible authority by the defendant in his dealings with the plaintiff. Admittedly the plaintiff's officers dealt with Richard exclusively and did not care too seriously whether the defendant was incorporated or not. However, the defendant did in fact take over the business of Textilehouse International adopted every act of Richard's up to early in May, and never informed the plaintiff of any change in Richard's status. Up to the end of June the defendant permitted Richard to use its forms and its stamps bearing its trade name Textilehouse International. I find there was nothing to put the plaintiff on inquiry unless the plaintiff was required to inspect the Company Registry in Hong Kong before every order was placed. That I do not understand to be the requirement in law or commonsense. For these reasons I find the defendant liable. The plaintiff's claims are the price of the cloth as reflected by letter of credit payments in the sum of US$154,920, loss of profit in the sum of US$52,161.72 and special expenses in sum of US$26,373.48. These sums are not in dispute subject to argument for their recoverability. Learned counsel for the defence in his usual pursuasive manner contends that the sums set out in items 1-8 as well as items 10 to11 are expenses the plaintiff had to incur before plaintiff earns the total sum of $227,800 which was the plaintiff's original claim. Thus the special expenses of US$26,373.48 should not be recoverable as they include in part the expenses the plaintiff has to incur. Learned counsel for the plaintiff contends that probably he should not have amended the original claim of $227,800 because had there been no breach of contract the plaintiff could have made US$227,800 less the expenses. I have done some calculation myself. I come to the conclusion that had the contract been performed the plaintiff's profit would have been US$227,800 less $154,920 which is the cost price of the goods i.e. US$72,880. This sum must be further reduced by US$20,718.24 which is the total expenses the plaintiff has to incur to bring the goods into the States. This brings the profit down to US$52,161.76. As a result of the breach of contract the plaintiff lost $154,920 in cash. To this must be added the sum of the expenses of $20,718.24 incurred for nothing because for the breach of contracts and the loss of profit of $52,161.76. These add up to the total of exactly $227,800. That is not all. As a result of all these the plaintiff has to incur expenses of a trip to Hong Kong and telephone call expenses. I accept the figures listed in items 9 and 12 of the document relating to special damages and tendered in open court. They come to $5,177.94. Thus the total loss to the plaintiff should be $227,800 plus $5,177.94 which amounts to US$232.977.94. To this sum must be deducted US$27,588.24 being proceeds of sale of the cloth sent by the defendant. The final figure comes to US$205,389.70. There is no evidence of the plaintiff having incurred further loss. I shall not declare any liability as to indemnity as asked for in plaintiff's prayer. There will be judgment for plaintiff in sum of $US$205,389.70 with cost to plaintiff. Representation: Mills-Owens (J.S.M.) for plaintiff Litton Q.C., R. Tong (Woo, Lee, Kwan, & Lo) for defendant. PAGE - PAGE \* MERGEFORMAT - &`#$ |f@2| HCA001978/1975 FELD INTERNATIONAL INDUSTRIES LIMITED v. LAU & SONS TEXTILES (INTERNATIONAL) LIMITED CARRYING ON BUSINESS UNDER THE NAME OR STYLE OF TEXTILEHOUSE INTERNATIONAL Title 75 FELD INTERNATIONAL INDUSTRIES LIMITED v. LAU & SONS TEXTILES (INTERNATIONAL) LIMITED CARRYING ON BUSINESS UNDER THE NAME OR STYLE OF TEXTILEHOUSE INTERNATIONAL Normal.dot tempuser Microsoft Word 9.0 Judiciary Hong Kong SAR Judiciary Hong Kong SAR HCA001978/1975 FELD INTERNATIONAL INDUSTRIES LIMITED v. LAU & SONS TEXTILES (INTERNATIONAL) LIMITED CARRYING ON BUSINESS UNDER THE NAME OR STYLE OF TEXTILEHOUSE INTERNATIONAL Title Microsoft Word Document MSWordDoc Word.Document.8 HCA001978/1975 FELD INTERNATIONAL INDUSTRIES LIMITED v. LAU & SONS TEXTILES (INTERNATIONAL) LIMITED CARRYING ON BUSINESS UNDER THE NAME OR STYLE OF TEXTILEHOUSE INTERNATIONAL Normal.dot tempuser Microsoft Word 9.0 Judiciary Hong Kong SAR Judiciary Hong Kong SAR