LUEN MING SUPREME FABRICATOR CO LTD AND ANOTHER v. NG CHI WAH AND ANOTHER

LUEN MING SUPREME FABRICATOR CO LTD AND ANOTHER v. NG CHI WAH AND ANOTHER

On the evidence and contemporaneous documents, the court found the 1st representation was not made and the alleged six-month undertaking was not given; plaintiffs therefore failed to prove fraudulent misrepresentation or repudiatory breach, and by their subsequent conduct affirmed the Investment Agreement; claims dismissed and defendants awarded costs.

Citation
[2021] HKCFI 1501
Parties
1st Plaintiff: Luen Ming Supreme Fabricator Company Limited; 2nd Plaintiff: Uy Maria Luisa Galvez; 1st Defendant: Ng Chi Wah; 2nd Defendant: Shun Sing HK (SSHK)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
4 June 2021
Case Number
HCA2593/2017
Procedural Posture
Civil Commercial/shareholder Dispute / Trial Judgment
Outcome
Plaintiffs' claims dismissed; judgment for defendants
Legal Topics
Fraudulent Misrepresentation, Rescission, Repudiatory Breach, Shareholder Loans, Corporate Structure, Creditor Security, Costs
Source Language
EN
Contract Tort (misrepresentation) Company Law Equity Civil Procedure Fraudulent Misrepresentation Rescission Repudiatory Breach +4 more

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Parties

Luen Ming Supreme Fabricator Company Limited

1st Plaintiff

Uy Maria Luisa Galvez

2nd Plaintiff

Ng Chi Wah

1st Defendant

Shun Sing HK (SSHK)

2nd Defendant

Procedural Posture

Civil Commercial/shareholder Dispute / Trial Judgment

Legal Issues

  1. 1 whether the 1st representation (SSHK/SSZQ clean and available) was made
  2. 2 whether any representation was fraudulent and induced investment
  3. 3 whether plaintiffs are entitled to rescind and obtain restitution

Ratio Decidendi

On the evidence and contemporaneous documents, the court found the 1st representation was not made and the alleged six-month undertaking was not given; plaintiffs therefore failed to prove fraudulent misrepresentation or repudiatory breach, and by their subsequent conduct affirmed the Investment Agreement; claims dismissed and defendants awarded costs.

Court Disposition

Plaintiffs' claims dismissed; judgment for defendants

Orders

  • Claims dismissed and judgment entered for the defendants
  • Plaintiffs to pay defendants' costs of the action, including reserved costs, to be taxed if not agreed